Common use of Merger, Consolidation or Sale of All or Substantially All Assets Clause in Contracts

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: (1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indenture; and (3) immediately after giving pro forma effect to such transaction or series of transactions and any related financing transactions, no Event of Default exists. (b) Notwithstanding the foregoing, this Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any of the Guarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: (1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indentureindenture and executes joinder agreements to the Security Documents or new Security Documents providing for a pledge of its assets as Collateral for the Notes and takes all actions required by the Security Documents to perfect the Liens created by the Security Documents; and (3) immediately after giving pro forma effect to such transaction or series of transactions and any related financing transactions, no Event of Default exists. (b) Notwithstanding the foregoing, this Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any of the Subsidiary Guarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may not: (1) consolidate or merge with or into another Person (whether or not the Issuer is the surviving Person); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets of the Issuer and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: (1) either: (a) the Issuer is the surviving Person; or (b) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or to which such sale, assignment, transfer, conveyance, lease or other disposition has been made is a Person organized or existing under the laws of the United States, any state thereof, the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporation; (2) the Person formed by or surviving any such consolidation or merger (if other than the Issuer) or the Person to which such sale, assignment, transfer, conveyance, lease or other disposition has been made assumes all the obligations of the Issuer under the Notes pursuant to a supplemental indenture; and (3) immediately after giving pro forma effect to such transaction or series of transactions and any related financing transactions, no Default or Event of Default exists. (b) Notwithstanding the foregoing, this Section 5.01 will not apply to a sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer and any of the Guarantors.

Merger, Consolidation or Sale of All or Substantially All Assets. (a) The Issuer may Borrower will not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not the Issuer Borrower is the surviving Personcorporation); or (2) sell, assign, transfer, convey, lease or otherwise dispose of all or substantially all of the properties or assets (including, in each case, pursuant to a Division) of the Issuer Borrower and its Subsidiaries Subsidiaries, taken as a whole, in one or more related transactions, to another Person; Person unless: (1) either: (a) the Issuer Borrower is the surviving Personcorporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than the IssuerBorrower) or to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made is a Person corporation or limited liability company organized or existing under the laws of the United States, any state thereof, of the United States or the District of Columbia or any territory thereof; provided that in the case where the surviving Person is not a corporation, a co-obligor of the Notes is a corporationColumbia; (2) the Person formed by or surviving any such consolidation or merger (if other than the IssuerBorrower) or the Person to which such sale, assignment, transfer, conveyance, lease conveyance or other disposition has been made expressly assumes all of Borrower’s Obligations under this Agreement and the obligations of the Issuer under the Notes other Credit Documents pursuant to a supplemental indentureagreements reasonably satisfactory to the Administrative Agent; and (3) immediately after after, and upon giving pro forma effect to to, such transaction or series of transactions and any related financing transactionstransaction, no Default or Event of Default exists. (b) Notwithstanding the foregoing, this Section 5.01 6.4(a)(3) will not apply to to: (1) a merger of Borrower with an Affiliate solely for the purpose of reorganizing Borrower in another jurisdiction; or (2) any consolidation or merger, or any sale, assignment, transfer, conveyance, lease or other disposition of assets between or among the Issuer Borrower and its Restricted Subsidiaries. (c) Upon any consolidation or amalgamation by Borrower with, or merger of Borrower into, any other Person or any conveyance, transfer or lease of the Guarantorsproperties and assets of Borrower as or substantially as an entirety to any Person in accordance with Section 6.4(a) or 6.4(b), the successor Person formed by such consolidation or amalgamation or into which Borrower is merged, or to which such conveyance, transfer or lease is made, shall succeed to, and be substituted for, and may exercise every right and power of, Borrower under this Agreement with the same effect, as if such successor Person had been named as Borrower herein; and thereafter, except in the case of a lease, the predecessor Person shall be released from all Obligations and covenants under this Agreement and the other Credit Documents. (d) A Guarantor may not sell or otherwise dispose of all or substantially all of its assets (including pursuant to a Division) to another Person (other than to Borrower or another Guarantor), or consolidate with or merge with or into another Person (other than with or into Borrower or another Guarantor or unless Borrower or such Guarantor is the surviving Person in such consolidation or merger), in either case, unless: (1) immediately prior to, and after giving effect to, such transaction, no Event of Default has occurred and is continuing; (2) the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Guarantor, Borrower or another Guarantor) assumes all Obligations of that Guarantor under this Agreement and the other Credit Documents pursuant to agreements reasonably satisfactory to the Administrative Agent; and (3) if the surviving Person is not Borrower or a Guarantor, at the time of the transaction such Guarantor or the surviving Person will have delivered, or caused to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, a certificate of an Authorized Officer of such Guarantor or such surviving Person and an opinion of counsel, each to the effect that such consolidation, merger, transfer, sale, assignment, conveyance, lease or other transaction and the agreements in respect thereof comply with this Agreement and that all conditions precedent herein provided for relating to such transaction have been complied with; provided that this paragraph shall not apply to any Guarantor that has been unconditionally released and discharged from the Guaranty in accordance with this Agreement.