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

Merger, Consolidation or Sale of Assets of Guarantors. No Guarantor may, in a single transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor and its Subsidiaries, taken as a whole, to any Person (other than the Company or another Guarantor) unless: (1) either: (A) in the case of a consolidation or merger, the Guarantor, or any successor thereto, is the surviving or continuing corporation; or (B) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in this Indenture; and (2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing. This Section does not apply to transactions subject to Section 11.06(a) hereof.

Merger, Consolidation or Sale of Assets of Guarantors. No Subject to Section 10.05 hereof, a Guarantor maymay not, and the Issuer shall not cause or permit any Guarantor to, consolidate, amalgamate, participate in a single transaction or a series of related transactions, consolidate an arrangement with or merge with or into any Person(whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Guarantor and its Subsidiariesin one or more related transactions to, taken as a whole, to any another Person (other than the Company Issuer or another GuarantorGuarantor (in each case other than in accordance with Section 4.10) unless: (1a) either: (A) in the case of a consolidation or merger, the Guarantor, or any successor thereto, such Guarantor is the surviving Person or continuing corporation; or (B) the Person formed by or surviving any such consolidation, amalgamation, arrangement or merger (if other than the Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiariesshall have been made is a corporation, taken as a whole, (i) shall be a corporation limited partnership or limited liability company organized and validly or existing under the laws of the United States or States, any State state thereof or the District of Columbia Columbia; (b) the Person formed by or surviving any such consolidation, amalgamation or merger (if other than the Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made assumes all the obligations of the Guarantor under this Indenture, the Notes, the Collateral Documents and the First Lien Intercreditor Agreement (iiand, if applicable, any Junior Lien Intercreditor Agreement) shall expressly assume, by pursuant to a supplemental indenture and joinders or supplements, as applicable, to the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement), in each case, in form and substance reasonably satisfactory to the Trustee), executed Trustee and delivered to the Trustee, all the obligations of such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in this IndentureCollateral Agent; and (2c) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (includingtransaction, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default exists. Nothing contained in this Indenture shall have occurred prevent any consolidation or be continuingmerger of a Guarantor with or into the Issuer or another Guarantor that is a Wholly-Owned Restricted Subsidiary of the Issuer or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Issuer or another Guarantor that is a Wholly-Owned Restricted Subsidiary of the Issuer. This Section does not apply Except as set forth in Articles 4 and 5 hereof, nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Issuer or another Guarantor that is a Restricted Subsidiary of the Issuer or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to transactions subject to Section 11.06(a) hereofthe Issuer or another Guarantor that is a Restricted Subsidiary of the Issuer.

Merger, Consolidation or Sale of Assets of Guarantors. No Guarantor mayIf a particular Series of Securities is a Guaranteed Series of Securities, as indicated in a single Board Resolution, supplemental indenture or Officer’s Certificate pursuant to Section 2.02 establishing such Series of Securities, this Section 5.02 shall apply to each Guarantor of such Guaranteed Series of Securities. Unless the Guarantee of the applicable Guarantor is permitted to be released in connection with such transaction or a series of related transactionspursuant to Section 10.04, such Guarantor shall not merge, consolidate or merge amalgamate with or into any Person, other person or sell, transfer, assign, transfer, lease, convey or otherwise dispose of all or substantially all its property in any one transaction or series of the properties or assets of the Guarantor and its Subsidiaries, taken as a whole, to any Person (other than the Company or another Guarantor) related transactions unless: (1) either: (A) in the case of a consolidation or merger, the Guarantor, or any successor thereto, is such Guarantor shall be the surviving person (the “Surviving Guarantor”) or continuing corporation; or (B) the Person Surviving Guarantor (if other than the such Guarantor) formed by such merger, consolidation or into amalgamation or to which the Guarantor is merged or the Person which acquires by such sale, transfer, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, (i) is made shall be a corporation corporation, limited partnership or limited liability company organized and validly existing under the laws of the United States or U.S., any State thereof or the District of Columbia and Columbia; (ii2) shall the Surviving Guarantor (if other than such Guarantor) expressly assumeassumes, by supplemental indenture (in the form and substance reasonably satisfactory to the Trustee), executed and delivered to the TrusteeTrustee by such Surviving Guarantor, such Guarantor’s guarantee of the due and punctual payment of the principal of, and premium, if any, and interest on, all the obligations Securities outstanding, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in this Indenture; andGuarantor; (23) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (includingor series of related transactions, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no or Event of Default shall have occurred or and be continuing. This ; and (4) the Company shall deliver, or cause to be delivered, to the Trustee, an Officer’s Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section does not apply 5.02 and that all conditions precedent in this Indenture relating to transactions subject to Section 11.06(a) hereofsuch transaction have been complied with.

Merger, Consolidation or Sale of Assets of Guarantors. No Guarantor may, in a single transaction or a series of related transactions, consolidate or merge with or into any Person, or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the Guarantor and its Subsidiaries, taken as a whole, to any Person (other than the Company or another Guarantor) unless: (1) either: (Aa) in the case of a consolidation or merger, the Guarantor, or any successor thereto, is the surviving or continuing corporation; , or (Bb) the Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed and delivered to the Trustee, all the obligations of such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in this Indenture; and (2) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no Event of Default shall have occurred or be continuing. This Section does not apply to transactions subject to Section 11.06(a) hereof.

Merger, Consolidation or Sale of Assets of Guarantors. No A Guarantor maywill not, in a single transaction directly or a series of related transactions, indirectly: (1) consolidate or merge with or into any Personanother Person (whether or not such Guarantor is the surviving corporation), or (2) sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the properties or assets of the such Guarantor and its Subsidiaries, Subsidiaries which are Restricted Subsidiaries taken as a whole, in one or more related transactions, to any Person (other than the Company or another Guarantor) Person, unless: (1) immediately after giving effect to that transaction, no Default or Event of Default exists; (2) either: (A) in the case of a consolidation or merger, the Guarantor, or any successor thereto, is the surviving or continuing corporation; or (B) the Person (if other than acquiring the Guarantor) formed by property in any such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of or the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, Person formed by or surviving any such consolidation or merger assumes (i) shall be a corporation organized and validly existing under the laws of the United States or any State thereof or the District of Columbia and (ii) shall expressly assume, by supplemental indenture (in form and substance reasonably satisfactory to the Trustee)indenture, executed and delivered to the Trustee, all the obligations of such the Guarantor under its GuaranteeGuarantee and this Indenture and (ii) by customary agreements, on a senior unsecured basisall the obligations of the Guarantor under the Collateral Trust Deed, on the terms set forth North American Intercreditor Agreement, any Additional Intercreditor Agreement and the Security Documents, as applicable; (B) the Net Proceeds of such sale, transfer, lease conveyance or other disposition are applied in accordance with the applicable provisions of this Indenture; and (23) immediately before at the time of the transaction, the Issuer (or the Surviving Entity, if applicable) will have delivered to the Trustee, an Officer’s Certificate and immediately after giving effect Opinion of Counsel, in each case, stating that such consolidation, merger, sale, assignment, transfer, conveyance, lease or other disposition and the supplemental indenture in respect thereof complies with this Indenture and that all conditions precedent in this Indenture relating to such transaction have been satisfied and that the supplemental indenture, this Indenture and the assumption contemplated Guarantee constitute legal, valid and binding obligations of the Guarantor or the Person formed by clause or surviving any such consolidation and merger (1)(b)(ii) above (includingas applicable), without limitationenforceable in accordance with their terms; provided that in giving an Opinion of Counsel, giving effect counsel may rely on an Officer’s Certificate as to any Indebtedness matters of fact. In the event of any transaction (other than a lease) that is subject to, and Acquired Debt Incurred that complies with, the provisions of, this Section 5.01(b), in which the Guarantor is not the continuing operation, the successor Person formed or anticipated remaining or to which such transfer is made shall succeed to, and be Incurred substituted for, and any Lien granted in connection with or in respect may exercise every right and power of the transaction) no Default Guarantor, and no Event of Default the Guarantor shall have occurred or be continuing. This Section does not apply to transactions subject to Section 11.06(a) hereofdischarged from all obligations and covenants under this Indenture and the Notes.

Merger, Consolidation or Sale of Assets of Guarantors. No Subject to Section 10.05 hereof, a Guarantor maymay not, in a single transaction and the Issuers will not cause or a series of related transactionspermit any Guarantor to, consolidate or merge with or into any Person(whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of the its properties or assets of the Guarantor and its Subsidiariesin one or more related transactions to, taken as a whole, to any another Person (other than the Company any Issuer or another GuarantorGuarantor (in each case other than in accordance with Section 4.10 hereof) unless: (1a) either: (A) in the case of a consolidation or merger, the Guarantor, or any successor thereto, such Guarantor is the surviving Person or continuing corporation; or (B) the Person formed by or surviving any such consolidation or merger (if other than the such Guarantor) formed by or to which such consolidation or into which the Guarantor is merged or the Person which acquires by sale, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiariesshall have been made is a corporation, taken as a whole, (i) shall be a corporation limited partnership or limited liability company organized and validly or existing under the laws of the United States or States, any State state thereof or the District of Columbia and Columbia, or the laws of Canada or any province or territory thereof; (iib) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or the Person to which such sale, assignment, transfer, lease, conveyance or other disposition shall expressly assumehave been made assumes all the obligations of the Guarantor, by pursuant to a supplemental indenture (in form and substance reasonably satisfactory to the Trustee), executed under the Guarantees, the Notes, this Indenture and delivered to the Trustee, all the obligations of such Guarantor under its Guarantor’s Guarantee, on a senior unsecured basisas applicable; (c) immediately after such transaction, on the terms set forth in this Indentureno Default or Event of Default exists; and (2d) immediately before such Guarantor or the Person formed by or surviving any such consolidation, amalgamation or merger (if other than such Guarantor), has delivered to the Trustee an Officer’s Certificate and immediately after giving effect an Opinion of Counsel, each stating that the consolidation, amalgamation or merger complies with the applicable provisions of this Indenture and that all conditions precedent in this Indenture related to such transaction and have been satisfied. Nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into any Issuer or Guarantor that is a wholly owned Restricted Subsidiary of an Issuer or shall prevent any sale or conveyance of the assumption contemplated by clause (1)(b)(ii) above (including, without limitation, giving effect property of a Guarantor as an entirety or substantially as an entirety to any Indebtedness Issuer or Guarantor that is a wholly owned Restricted Subsidiary of an Issuer. Except as set forth in Articles 4 and Acquired Debt Incurred 5 hereof, nothing contained in this Indenture shall prevent any consolidation or anticipated to be Incurred and any Lien granted in connection merger of a Guarantor with or in respect into any Issuer or Guarantor that is a Restricted Subsidiary of an Issuer or shall prevent any sale or conveyance of the transaction) no Default and no Event property of Default shall have occurred a Guarantor as an entirety or be continuing. This Section does not apply substantially as an entirety to transactions subject to Section 11.06(a) hereofany Issuer or Guarantor that is a Restricted Subsidiary of an Issuer.

Merger, Consolidation or Sale of Assets of Guarantors. No Guarantor mayIf a particular Series of Securities is a Guaranteed Series of Securities, as indicated in a single Board Resolution, supplemental indenture or Officers’ Certificate pursuant to Section 2.02 establishing such Series of Securities, this Section 5.02 shall apply to each Guarantor of such Guaranteed Series of Securities. Unless the Guarantee of the applicable Guarantor is permitted to be released in connection with such transaction or a series of related transactionspursuant to Section 10.04, such Guarantor shall not merge, consolidate or merge amalgamate with or into any Person, other person or sell, transfer, assign, transfer, lease, convey or otherwise dispose of all or substantially all its property in any one transaction or series of the properties or assets of the Guarantor and its Subsidiaries, taken as a whole, to any Person (other than the Company or another Guarantor) related transactions unless: (1) either: (A) in the case of a consolidation or merger, the Guarantor, or any successor thereto, is such Guarantor shall be the surviving person (the “Surviving Guarantor”) or continuing corporation; or (B) the Person Surviving Guarantor (if other than the such Guarantor) formed by such merger, consolidation or into amalgamation or to which the Guarantor is merged or the Person which acquires by such sale, transfer, assignment, transfer, lease, conveyance or other disposition of the properties and assets of the Guarantor and its Subsidiaries, taken as a whole, (i) is made shall be a corporation corporation, limited partnership or limited liability company organized and validly existing under the laws of the United States or U.S., any State thereof or the District of Columbia and Columbia; (ii2) shall the Surviving Guarantor (if other than such Guarantor) expressly assumeassumes, by supplemental indenture (in the form and substance reasonably satisfactory to the Trustee), executed and delivered to the TrusteeTrustee by such Surviving Guarantor, such Guarantor’s guarantee of the due and punctual payment of the principal of, and premium, if any, and interest on, all the obligations Securities outstanding, according to their tenor, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by such Guarantor under its Guarantee, on a senior unsecured basis, on the terms set forth in this Indenture; andGuarantor; (23) immediately before and immediately after giving effect to such transaction and the assumption contemplated by clause (1)(b)(ii) above (includingor series of related transactions, without limitation, giving effect to any Indebtedness and Acquired Debt Incurred or anticipated to be Incurred and any Lien granted in connection with or in respect of the transaction) no Default and no or Event of Default shall have occurred or and be continuing. This ; and (4) the Company shall deliver, or cause to be delivered, to the Trustee, an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and the supplemental indenture, if any, in respect thereto comply with this Section does not apply 5.02 and that all conditions precedent in this Indenture relating to transactions subject to Section 11.06(a) hereofsuch transaction have been complied with.