Common use of Merger, Consolidation, Sale or Conveyance Clause in Contracts

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. (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 GE Capital Australia Funding, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GEC GE Capital 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 2009 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. (a) Each Issuer ----------------------------------------- and (in the case of Notes issued by an Issuer other than GE CapitalGEC Australia and GEC Canada) 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 FundingAustralia, a corporation incorporated under the laws of Australia or any political subdivision thereof, and (c) with respect to GEC Canada FundingCanada, 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, Agreement and 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. (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 Fundingany Canadian Subsidiary Issuer, a corporation incorporated under the laws of Canada or any province of territory thereof, and (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, Agreement and 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. (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 GE Capital 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 2009 and (ed) 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. (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 Fundingany Australian Subsidiary Issuer, a corporation incorporated under the laws of Australia or any political subdivision thereof, (c) with respect to GEC Canada Fundingany Canadian Subsidiary Issuer, a corporation incorporated under the laws of Canada or any province of territory thereof, and (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, Agreement and 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.