Common use of Merger, Consolidation and Other Fundamental Changes Clause in Contracts

Merger, Consolidation and Other Fundamental Changes. The Borrower will not, and will not permit the Company or any of the Related Companies to (i) become a party to any merger or consolidation, or (ii) agree to or effect any property acquisition or stock acquisition (other than Permitted Acquisitions in compliance with the other terms of this Agreement), or (iii) enter into any joint venture or invest in any Unconsolidated Entity unless prior to such transaction the Borrower has provided the Agent with a notice describing such transaction and, if the reasonably expected financial impact on the Borrower as reflected on its balance sheet arising from all transactions described in this ss.8.3 shall exceed 15% of Total Assets, the Borrower shall have obtained the prior consent of the Requisite Lenders provided, however, that this ss.8.3 shall not be applicable to (A) any merger, consolidation or transfer among the Borrower's wholly-owned subsidiaries other than Co-Borrowers, (B) any merger or consolidation of a Co-Borrower into the Borrower or any transfer from a Co-Borrower to the Borrower, or (C) any merger or consolidation with respect to which all of the following are satisfied: (1) the surviving entity is Borrower, the Company or any Co-Borrower and there is no substantial change in senior management of the Company, (2) the other entity or entities involved in such merger or consolidation are engaged in the same line of business as Borrower, and (3) following such transaction, the Borrower and the Company will not be in breach of any of the covenants, representations or warranties of this Agreement. Except as set forth on Schedule 6.19, the Company will not own or acquire any material assets other than its partnership interest in the Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto will be immediately transferred to the Borrower.

Merger, Consolidation and Other Fundamental Changes. The Borrower and the Company will not, and will not permit the Company or any of the Related Companies to (i) become merge, dissolve, liquidate, consolidate with or into another Person, or sell, transfer or dispose of (whether in one transaction or a party series of transactions) all or substantially all of its assets to or in favor of any merger or consolidationPerson, or (ii) agree to or effect any property acquisition or stock acquisition (other than Permitted Acquisitions in compliance with the other terms of this Agreement), or (iii) enter into any joint venture or invest in any Unconsolidated Entity unless prior to such transaction Entity; except that so long as no Default exists or would result therefrom, the following transactions shall be permitted: (A) the Borrower may do any of the foregoing if the Borrower has provided the Agent with a notice describing such transaction and, if the reasonably expected financial impact on the Borrower as reflected on its balance sheet arising from all transactions described in this ss.8.3 §8.3 shall exceed 1520% of Total AssetsAsset Value or if, with respect to any merger or consolidation, the conditions set forth in clause (D) are not satisfied, the Borrower shall have obtained the prior consent of the Requisite Lenders provided, however, that this ss.8.3 shall not be applicable to Lenders; (AB) any merger, consolidation or transfer among the Borrower's ’s wholly-owned subsidiaries other than Co-BorrowersGuarantors and the Unencumbered Property Subsidiaries, (BC) any merger or consolidation of a Co-Borrower any one or more Guarantors and/or Unencumbered Property Subsidiaries into the Borrower or another Guarantor or another Unencumbered Property Subsidiary or any transfer from a Co-Borrower Guarantor or an Unencumbered Property Subsidiary to the BorrowerBorrower or another Guarantor or another Unencumbered Property Subsidiary, or (CD) any merger or consolidation with respect to which all of the following are satisfied: (1) the surviving entity is Borrower, the Company or any Co-Borrower other Guarantor and there is no substantial change in senior management of the Company, (2) the other entity or entities involved in such merger or consolidation are engaged in the same line of business as Borrower, and (3) following such transaction, the Borrower and the Company will not be in breach of any of the covenants, representations or warranties of this Agreement. Except as set forth on Schedule 6.19, the Company will not own or acquire any material assets other than its partnership interest in the Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto will be immediately transferred to the Borrower.

Merger, Consolidation and Other Fundamental Changes. The Borrower and the Company will not transfer or dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets to or in favor of any Person. The Borrower and the Company will not, and will not permit the Company or any of the Related Companies to (i) become merge, dissolve, liquidate, consolidate with or into another Person or, in the case of a party Related Company, to sell, transfer or dispose of (whether in one transaction or a series of transactions) all or substantially all of its assets to or in favor of any merger or consolidationPerson, or (ii) agree to or effect any property acquisition or stock acquisition (other than Permitted Acquisitions in compliance with the other terms of this Agreement), or (iii) enter into any joint venture or invest in any Unconsolidated Entity unless prior to such transaction Entity; except that so long as no Default exists or would result therefrom, the following transactions shall be permitted: (A) the Borrower has and the other Related Companies may do any of the foregoing provided the Agent with a notice describing such transaction andthat, if (x) the reasonably expected financial impact on the Borrower as reflected on its balance sheet arising from all transactions described in this ss.8.3 sentence shall exceed 1530% of Total AssetsAsset Value or (y) with respect to any merger or consolidation, the conditions set forth in clause (D) are not satisfied, the Borrower shall have provided the Agent with a notice describing such transaction and obtained the prior consent of the Requisite Lenders provided, however, that this ss.8.3 shall not be applicable to Lenders; (AB) any merger, consolidation or transfer among the Borrower's ’s wholly-owned subsidiaries other than Co-Borrowers, Guarantors and the Unencumbered Property Subsidiaries; (BC) any merger or consolidation of a Co-Borrower any one or more Guarantors and/or Unencumbered Property Subsidiaries into the Borrower or another Guarantor or another Unencumbered Property Subsidiary or any transfer from a Co-Borrower Guarantor or an Unencumbered Property Subsidiary to the Borrower, Borrower or another Guarantor or another Unencumbered Property Subsidiary; (CD) any merger or consolidation with respect to which all of the following are satisfied: (1) the surviving entity is the Borrower, the Company or any Co-Borrower other Guarantor and there is no substantial change in senior management of the Company, (2) the other entity or entities involved in such merger or consolidation are engaged in the same line of business as the Borrower, and (3) following such transaction, the Borrower and the Company will not be in breach of any of the covenants, representations or warranties of this AgreementAgreement or (E) a Related Company may be liquidated and/or dissolved in the normal course of business following the sale of all assets owned by such Related Company in the normal course of business. Except as set forth on Schedule 6.19, the Company will not own or acquire any material assets other than its partnership interest in the Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto will be immediately transferred to the Borrower.

Merger, Consolidation and Other Fundamental Changes. The Borrower will not, and will not permit the Company or Company, any of the Related Companies or any Permitted Joint Venture to (i) become a party to any merger or consolidation, or (ii) agree to or effect any property acquisition or stock acquisition (other than Permitted Acquisitions in compliance with the other terms of this Agreement)) , or (iii) enter into any joint venture or invest in any Unconsolidated Entity Permitted Joint Venture unless prior to such transaction the Borrower has provided the Agent with a notice describing such transaction and, if the reasonably expected financial impact on the Borrower as reflected on its balance sheet arising from all transactions described in this ss.8.3 8.3 shall exceed 15% of Total Assets, the Borrower shall have obtained the prior consent of the Requisite Lenders providedBanks provided , however, that this ss.8.3 8.3 shall not be applicable to (A) any merger, consolidation or transfer among the Borrower's wholly-owned subsidiaries other than Co-BorrowersGuarantors, (B) any merger or consolidation of a Co-Borrower Guarantor Subsidiary into the Borrower or any transfer from a Co-Borrower Guarantor Subsidiary to the Borrower, or (C) any merger or consolidation with respect to which all of the following are satisfied: (1) the surviving entity is Borrower, the Company or any Co-Borrower and there is no substantial change in senior management of the CompanyGuarantor Subsidiary, (2) the other entity or entities involved in such merger or consolidation are engaged in the same line of business as Borrower, and (3) following such transaction, the Borrower and the Company will not be in breach of any of the covenants, representations or warranties of this Agreement. Except as set forth on Schedule 6.19, the Company will not own or acquire any material assets other than its partnership interest in the Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto will be immediately transferred to the Borrower.

Merger, Consolidation and Other Fundamental Changes. The Borrower will not, and will not permit the Company or any of the Related Companies to (i) become a party to any merger or consolidation, or (ii) agree to or effect any property acquisition or stock acquisition (other than Permitted Acquisitions in compliance with the other terms of this Agreement)) , or (iii) enter into any joint venture or invest in any Unconsolidated Entity unless prior to such transaction the Borrower has provided the Agent with a notice describing such transaction and, if the reasonably expected financial impact on the Borrower as reflected on its balance sheet arising from all transactions described in this ss.8.3 Section 8.3 shall exceed 15% of Total Assets, the Borrower shall have obtained the prior consent of the Requisite Lenders provided, however, that this ss.8.3 Section 8.3 shall not be applicable to (A) any merger, consolidation or transfer among the Borrower's wholly-owned subsidiaries other than Co-BorrowersGuarantors, (B) any merger or consolidation of a Co-Borrower Guarantor Subsidiary into the Borrower or any transfer from a Co-Borrower Guarantor Subsidiary to the Borrower, or (C) any merger or consolidation with respect to which all of the following are satisfied: (1) the surviving entity is Borrower, the Company or any Co-Borrower Guarantor Subsidiary and there is no substantial change in senior management of the Company, (2) the other entity or entities involved in such merger or consolidation are engaged in the same line of business as Borrower, and (3) following such transaction, the Borrower and the Company will not be in breach of any of the covenants, representations or warranties of this Agreement. Except as set forth on Schedule 6.19, the Company will not own or acquire any material assets other than its partnership interest in the Borrower. If the Company is the surviving entity in a merger, the assets acquired pursuant thereto will be immediately transferred to the Borrower.