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

Merger, Consolidation or Sale of Assets of Guarantors. Subject to Section 1504 hereof, a Guarantor will not, and the Company will not cause or permit any Guarantor to, consolidate or merge with or into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person other than the Company or another Guarantor unless: (1) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2) 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 have been made assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Securities and this Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. Nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Wholly Owned Subsidiary of the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor that is a Wholly Owned Subsidiary of the Company. Except as set forth in Article 5 hereof, nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Subsidiary of the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor that is a Subsidiary of the Company.

Merger, Consolidation or Sale of Assets of Guarantors. Subject to Section 1504 hereof, a Guarantor (other than the Parent Guarantor or any Guarantor whose Guarantee is to be released in accordance with the terms of such Guarantee and this Indenture) will not, and the Company will not cause or permit any Guarantor to, consolidate or merge with or into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person other than the Company or another Guarantor unless: (1) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2) 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 have been made assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Securities and this Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. Nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Wholly Owned Subsidiary of the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor that is a Wholly Owned Subsidiary of the Company. Except as set forth in Article 5 hereof, nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Subsidiary of the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor that is a Subsidiary of the Company. Nothing contained in this Indenture shall limit the Parent Guarantor’s ability to sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to any Person, and any Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made shall not be deemed to be a successor to the Parent Guarantor as a result of such transactions and it will only become a Parent Guarantor if it elects to expressly assume the Guarantee of the Parent Guarantor.

Merger, Consolidation or Sale of Assets of Guarantors. Subject to Section 1504 hereof, a Guarantor (other than the Parent Guarantor or any Guarantor whose Guarantee is to be released in accordance with the terms of such Guarantee and this Indenture) will not, and the Company will not cause or permit any Guarantor to, consolidate or merge with or into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any Person other than the Company or another Guarantor unless: (1) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation or merger (if other than such Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2) 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 have been made assumes all the obligations of such Guarantor, pursuant to a supplemental indenture in form reasonably satisfactory to the Trustee, under the Securities and this Indenture; and (3) immediately after such transaction, no Default or Event of Default exists. Nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Wholly Owned Subsidiary of the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor that is a Wholly Owned Subsidiary of the Company. Except as set forth in Article 5 hereof, nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company or another Guarantor that is a Subsidiary of the Company or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company or another Guarantor that is a Subsidiary of the Company. Nothing contained in this Indenture shall limit the Parent Guarantor's ability to sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to any Person, and any Person to which such sale, assignment, transfer, lease, conveyance or other disposition has been made shall not be deemed to be a successor to the Parent Guarantor as a result of such transactions and it will only become a Parent Guarantor if it elects to expressly assume the Guarantee of the Parent Guarantor.

Merger, Consolidation or Sale of Assets of Guarantors. Subject to Section 1504 10.05 hereof, from and after the consummation of the Acquisition and upon execution and delivery of the Supplemental Indenture a Guarantor will may not, and the Company will Issuer shall not cause or permit any Guarantor to, consolidate consolidate, amalgamate, participate in an arrangement with or merge with or into (whether or not such Guarantor is the surviving entity), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions to, any another Person other than the Company Issuer or another Guarantor (in each case other than in accordance with Section 4.10) unless: (1a) such Guarantor is the surviving Person or the Person formed by or surviving any such consolidation consolidation, amalgamation, arrangement or merger (if other than such the Guarantor) or to which such sale, assignment, transfer, lease, conveyance or other disposition shall have been made is a corporation, limited partnership or limited liability company organized or existing under the laws of the United States, any state thereof or the District of Columbia; (2b) the Person formed by or surviving any such consolidation consolidation, amalgamation or merger (if other than such 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 such Guarantorthe Guarantor under this Indenture, the Notes, the Collateral Documents and the First Lien Intercreditor Agreement (and, if applicable, any Junior Lien Intercreditor Agreement) 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 reasonably satisfactory to the Trustee, under Trustee and the Securities and this IndentureCollateral Agent; and (3c) immediately after such transaction, no Default or Event of Default exists. Nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor that is a Wholly Owned wholly owned Restricted Subsidiary of the Company Issuer or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor that is a Wholly Owned wholly owned Restricted Subsidiary of the CompanyIssuer. Except as set forth in Article Articles 4 and 5 hereof, nothing contained in this Indenture shall prevent any consolidation or merger of a Guarantor with or into the Company Issuer or another Guarantor that is a Restricted Subsidiary of the Company Issuer or shall prevent any sale or conveyance of the property of a Guarantor as an entirety or substantially as an entirety to the Company Issuer or another Guarantor that is a Restricted Subsidiary of the CompanyIssuer.