Merger, Consolidation, Sale or Conveyance. (a) Each Issuer and (in the case of Notes issued by an Issuer other than GE Capital) the Guarantor covenant that they will not merge or consolidate with any other corporation or sell, convey, transfer or otherwise dispose of all or substantially all of their respective assets to any corporation, unless (i) either such Issuer or the Guarantor, as the case may be, shall be the continuing corporation, or the successor corporation (if other than such Issuer or the Guarantor) shall be (a) with respect to GE Capital, a corporation organized and existing under the laws of the United States of America or a state thereof, (b) with respect to GEC Australia Funding, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GEC Canada Funding, a corporation incorporated under the laws of Canada or any province of territory thereof, (d) with respect to any Irish Issuer, a company incorporated under the Companies Acts of Ireland, 1963-2003 and (e) with respect to each Additional Issuer, a corporation incorporated under the laws of the country of incorporation or organization of such Issuer, and in each case such successor corporation shall expressly assume the due and punctual payment of the principal of, and premium, if any, and interest, if any, on all the Notes and coupons, if any, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Agreement, the Notes and the Guarantee to be performed by such Issuer or the Guarantor, as the case may be, executed and delivered to the Fiscal and Paying Agent by such corporation, and (ii) such Issuer or the Guarantor or such successor corporation, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance, transfer or other disposition, be in default in the performance of any such covenants or conditions.
Merger, Consolidation, Sale or Conveyance. Section 9.1. When Company May Merge, Etc.................................................................... 64 Section 9.2.
Merger, Consolidation, Sale or Conveyance. SECTION 9.1 COVENANT NOT TO MERGE, CONSOLIDATE, SELL OR CONVEY PROPERTY EXCEPT UNDER CERTAIN CONDITIONS. The Company covenants that it will not merge, consolidate or sell, assign, transfer, lease or convey its properties and assets as an entirety or substantially as an entirety to any Person or group of affiliated Persons in one transaction or a series of related transactions, unless:
Merger, Consolidation, Sale or Conveyance. Section 7.1. IRSA PC May Consolidate, etc.,
Merger, Consolidation, Sale or Conveyance. (a) The Company shall not consolidate with or merge into, or sell, lease (for a term extending beyond the last stated maturity of the PIES and the Senior Notes then Outstanding) or convey all or substantially all of its assets to, any Person or group of Affiliated Persons in one transaction or a series of related transactions, unless the Company shall be the continuing corporation, or the successor or transferee Person expressly assumes by one or more supplemental agreements, in form satisfactory to the Remarketing Agent, all the obligations of the Company with respect to this Agreement, and the Company or the successor or transferee Person, as the case may 34 be, (i) shall be a Corporation organized and existing under the laws of one of the states in the United States and (ii) shall not, immediately after such consolidation or merger or sale, lease or conveyance, be in default in the performance or any covenant or condition hereunder. The Company shall deliver to the Remarketing Agent an Officers' Certificate (as defined in the Original Indenture) and an Opinion of Counsel (as defined in the Original Indenture), each stating that such consolidation, merger sale, lease or conveyance and such supplemental agreement comply with this Agreement and that all conditions precedent to the consummation of any such consolidation, or merger, or any sale, lease or conveyance have been met.
Merger, Consolidation, Sale or Conveyance. Section 9.1. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions....64 Section 9.2. Rights and Duties of Successor Corporation.....................................................64 Section 9.3. Opinion of Counsel Given to Agent..............................................................65 ARTICLE X Covenants
Merger, Consolidation, Sale or Conveyance. Section 5.1. Bank May Consolidate, etc. on Certain Terms 19 Section 5.2. Successor Person Substituted 19 Section 5.3. Documents to Trustee 20 ARTICLE VI
Merger, Consolidation, Sale or Conveyance. Section 9.1 Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions 67 Section 9.2 Rights and Duties of Successor Corporation 68 Section 9.3 Opinion of Counsel Given to Agent 68 Article X Covenants
Merger, Consolidation, Sale or Conveyance. Section 9.1. Covenant Not to Merge, Consolidate, Sell or Convey Property Except Under Certain Conditions .............. 68 Section 9.2. Rights and Duties of Successor Corporation ............................................................... 69 Section 9.3. Opinion of Counsel Given to Agent ........................................................................ 69 ARTICLE X Covenants PURCHASE CONTRACT AGREEMENT, dated as of November 19, 2001 between Duke Energy Corporation, a North Carolina corporation (the "Company"), and JPMorgan Chase Bank, a New York banking corporation, acting as purchase contract agent for the Holders of Securities from time to time (the "Agent").
Merger, Consolidation, Sale or Conveyance. (a) The Hospital Corporation covenants that it will not merge or consolidate with any other Person or sell or convey, except as otherwise permitted in this Loan Agreement, all or substantially all of its Property to any other Person unless:
