Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire the assets of, or make an Investment in, any other Person in an amount in excess of a Substantial Amount; provided, however, that: (i) any Subsidiary may merge with a Loan Party so long as such Loan Party is the survivor; (ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party; (iii) a Loan Party (other than the Borrower or any Eligible Property Subsidiary) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; (iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiary, the Borrower or such Loan Party shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and (v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 7 contracts
Samples: Term Loan Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (Four Springs Capital Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire the assets of, or make an Investment in, any other Person in an amount in excess of a Substantial Amount; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such Loan Party is the survivor;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property Subsidiary) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.. for the periods for which financial statements have been delivered (or were required to be delivered); (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiary, the Borrower or such Loan Party shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1.. for the periods for which financial statements have been delivered (or were required to be delivered), after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 4 contracts
Samples: Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.), Credit Agreement (NETSTREIT Corp.)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary (other than an Excluded Subsidiary) to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part a Substantial Amount of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire engage in a transaction or a series of related transactions in which it acquires assets having a fair market value in excess of the assets of, Substantial Amount or make an Investment in, any other Person in an amount in excess of a Substantial AmountAmount in any other Person; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such other Loan Party is the survivorsurvivor or the survivor becomes a Loan Party upon the occurrence of the merger in accordance with Section 8.13.;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property SubsidiaryLoan Party which owns a Unencumbered Pool Property) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose ofof (including disposition as a result of a merger or consolidation), in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately may (but need not) thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, if the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) assets, in a Substantial Amount single transaction or series of related transactions, having a fair market value in excess of the assets ofSubstantial Amount, or make an Investment of a Substantial Amount in, in any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, assets having a fair market value in excess of the Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existenceexistence provided, includinghowever, without limitationthat if, prior to the occurrence of a Default (or, during the existence of a Default, if the relevant agreement expressly states that purchase of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Event Subsidiary has entered into an agreement to purchase a Property which agreement requires that such Property be purchased at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to purchase such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of Default resulting from a breach of Section 10.1.such agreement; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiary, the Borrower or such a Loan Party which owns a Unencumbered Pool Property, such Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 3 contracts
Samples: Credit Agreement (Washington Real Estate Investment Trust), Term Loan Agreement (Washington Real Estate Investment Trust), Credit Agreement (Washington Real Estate Investment Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire the assets in the amount of the Substantial Amount of, or make an Investment in the amount of the Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such other Loan Party is the survivor;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property SubsidiaryLoan Party which owns a Unencumbered Pool Property) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a assets in the amount of the Substantial Amount of the assets of, or make an Investment in the amount of a the Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a assets in the amount of the Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of the completion of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiary, the Borrower or such a Loan Party which owns a Unencumbered Pool Property, such Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be)) in the ordinary course of business, and may purchase and sell their respective assets in the ordinary course of their business. Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another PersonPerson where the transaction is in an amount which exceeds $10,000,000.
Appears in 2 contracts
Samples: Credit Agreement (Realty Income Corp), Credit Agreement (Realty Income Corp)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger merge or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount)consolidate with another Person; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, provided that:
(i) any Subsidiary may merge with a Loan Party so long as such the survivor is or becomes a Loan Party is the survivorParty;
(ii) any Subsidiary (A) may sell, transfer or dispose of its assets to a Loan PartyParty or (B) that is not a Loan Party may sell, transfer or dispose of its assets to another Subsidiary;
(iii) a Loan Party (other than the Borrower or any Eligible Property SubsidiaryLoan Party that owns an Unencumbered Pool Asset) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existenceexist;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ five (5) Business Days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, including a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property SubsidiaryBorrower, the Borrower shall be the survivor thereof; (4) in the case of a consolidation or merger involving a Loan Party (other than the Borrower) that owns an Unencumbered Pool Asset, such Loan Party shall be the survivor thereof or the survivor thereof shall immediately become a Loan Party, and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback sale‑leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 2 contracts
Samples: Loan Agreement (Spirit Realty Capital, Inc.), Term Loan Agreement (Spirit Realty Capital, Inc.)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger merge or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount)consolidate with another Person; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, provided that:
(i) any Subsidiary may merge with a Loan Party so long as such the survivor is or becomes a Loan Party is the survivorParty;
(ii) any Subsidiary (A) may sell, transfer or dispose of its assets to a Loan PartyParty or (B) that is not a Loan Party may sell, transfer or dispose of its assets to another Subsidiary;
(iii) a Loan Party (other than the Borrower or any Eligible Property SubsidiaryLoan Party that owns an Unencumbered Pool Asset) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existenceexist;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ five (5) Business Days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, including a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property SubsidiaryBorrower, the Borrower shall be the survivor thereof; (4) in the case of a consolidation or merger involving a Loan Party (other than the Borrower) that owns an Unencumbered Pool Asset, such Loan Party shall be the survivor thereof or the survivor thereof shall immediately become a Loan Party, and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 2 contracts
Samples: Revolving Credit and Term Loan Agreement (Spirit Realty, L.P.), Term Loan Agreement (Spirit Realty, L.P.)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired, having a fair market value in excess of the Substantial Amount; or (d) acquire engage in a transaction or a series of related transactions in which it acquires assets having a fair market value in excess of the assets of, Substantial Amount or make an Investment in, in any other Person in an amount in excess of a the Substantial Amount; provided, however, that:
(i) any Subsidiary may merge with a Loan Party any other Subsidiary, so long as such Loan Party no Default or Event of Default is the survivoror would be in existence immediately thereafter;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Partyany other Subsidiary, so long as no Default or Event of Default is or would be in existence immediately thereafter;
(iii) a Loan Party (other than the Borrower or any Eligible Loan Party which owns a Property Subsidiarywhich the Borrower has elected to include in the calculations of Unencumbered NOI and Unencumbered Pool Value) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose ofof (including disposition as a result of a merger or consolidation), in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately may (but need not) thereafter liquidateliquidate and dissolve, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, if the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, assets having a fair market value in excess of the Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, includinghowever, without limitationthat if, prior to the occurrence of a Default (or, during the existence of a Default, so long as the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property if a Default (but not an Event of Default resulting from Default) exists to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement, subject to such Loan Party's having received the approval of the Lenders required pursuant to the terms of any agreement entered into during the existence of a breach of Section 10.1.Default; (3) in the case of a consolidation or merger involving the Borrower or an Eligible a Loan Party which owns a Property Subsidiary, which the Borrower or has elected to include in calculations of Unencumbered NOI and Unencumbered Pool Value, such Loan Party Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.19.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and;
(v) any Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) assets, in a single transaction or series of related transactions, having a fair market value in excess of the BorrowerSubstantial Amount, or make an Investment in any other Person in an amount in excess of the Substantial Amount, so long as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days prior written notice of such purchase, acquisition, merger, consolidation or Investment (collectively, "acquisition"); (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, so long as the relevant agreement expressly states that acquisition of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to acquire a Property which agreement requires that such Property be acquired at a time during which a Default (but not an Event of Default) exists, such Loan Party or Subsidiary shall be permitted to acquire such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement, subject to such Loan Party's having received the approval of the Lenders required pursuant to the terms of any agreement entered into during the existence of a Default ; (3) in the case of a consolidation or merger involving the Borrower or a Loan Party which owns an Eligible Property, such Person shall be the survivor thereof; and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 9.1., after giving effect to such acquisition;
(vi) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; and
(vii) any Subsidiary that is not a Material Subsidiary may liquidate and dissolve itself (or suffer its liquidation or dissolution) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence. Further, no Loan Party or any Subsidiary, shall enter into any sale-leaseback sale‑leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower REIT Guarantor shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire the assets of, or make an Investment in, of any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(iA) any Subsidiary may merge or consolidate with a Loan Party so long as such Loan Party is the survivorsurvivor and (B) any Subsidiary that is not a Loan Party may merge or consolidate with another Subsidiary that is not a Loan Party;
(iiA) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party and (B) any Subsidiary that is not (and is not required to be) a Loan Party may sell, transfer or dispose of its assets to any Subsidiary that is not a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property Subsidiary) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is exists or would be in existenceresult therefrom;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount assets in an aggregate amount not to exceed $100,000,000 during the term of assets this Agreement (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (A) the Borrower shall have given the Administrative Agent at least five Business Days’ prior written notice of such sale, lease or other transfer; (B) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 9.1. and (C) at the time the Borrower gives notice pursuant to clause (A) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing compliance by the Loan Parties with the financial covenants contained in Section 9.1., after giving effect to such sale, lease or other transfer;
(v) any Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation, in each case, in which a Loan Party is the surviving Person): (A) the assets of any other Person where the total consideration (including earnouts, working capital adjustments and other deferred consideration due after the closing of such acquisition) for such asset acquisition is less than $100,000,000 so long as immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 9.1. and (B) the assets of any Person where the total consideration (including earnouts, working capital adjustments and other deferred consideration due after the closing of such acquisition) is greater than $100,000,000, so long as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 daysfive Business Days’ prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; 9.1. and (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiary, the Borrower or such Loan Party shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.19.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and;
(vvi) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business;
(vii) the Borrower, the other Loan Parties and the other Subsidiaries may make any Investment permitted under Section 9.3;
(viii) the Borrower, the other Loan Parties and the other Subsidiaries may dispose of letters of credit and/or bank guarantees (and/or the rights thereunder) to banks or other financial institutions in the ordinary course of business in exchange for cash and/or Cash Equivalents;
(ix) the Borrower, the other Loan Parties and the other Subsidiaries may provide or allow for the (A) termination of leases and licenses in the ordinary course of business, (B) expiration of any option agreement in respect of any real or personal property and (C) surrender or waiver of contractual rights or the settlement, release or surrender of contractual rights or other litigation claims (including in tort), in each case in the ordinary course of business and so long as such termination, disposition, expiration or surrender could not, individually or in the aggregate, result in a Material Adverse Effect;
(x) the Borrower, the other Loan Parties and the other Subsidiaries may dispose of property subject to casualty, foreclosure, eminent domain or condemnation proceedings (including in lieu thereof or any similar proceeding);
(xi) the Borrower, the other Loan Parties and the other Subsidiaries may dispose of Investments in joint ventures or any Subsidiary that is not a Wholly-Owned Subsidiary to the extent required by, or made pursuant to, buy/sell arrangements between the joint venture or similar parties set forth in joint venture arrangements and similar binding arrangements;
(xii) the Borrower, the other Loan Parties and the other Subsidiaries may make dispositions, discounting or forgiveness of accounts receivable in the ordinary course of business or in connection with the collection or compromise thereof;
(xiii) the Borrower, the other Loan Parties and the other Subsidiaries may make dispositions of (A) surplus, obsolete, used or worn out property or other property that, in the reasonable judgment of the Borrower, is (1) no longer useful in its business (or in the business of any of its Subsidiaries) or (2) otherwise economically impracticable to maintain and (B) any assets acquired in connection with the acquisition of another Person or a division or line of business of such Person which the Borrower reasonably determines are surplus assets;
(xiv) the Borrower, the other Loan Parties and the other Subsidiaries may dispose of Cash Equivalents or other assets that were Cash Equivalents when the original Investment was made, in each case, for the fair market value thereof; and
(xv) the Borrower, the other Loan Parties and the other Subsidiaries may provide or allow for the liquidation or dissolution of any Subsidiary (other than the Borrower) or change in form of entity of any Subsidiary if the Borrower determines in good faith that such liquidation, dissolution or change in form (A) is in the best interests of the Borrower and (B) is not materially disadvantageous to the Lenders and, in the case of a liquidation or dissolution of any Subsidiary, if such Subsidiary was a Loan Party, another Loan Party receives any assets of such dissolved or liquidated Subsidiary or if such Subsidiary was not a Loan Party, another Subsidiary receives the assets of such dissolved or liquidated Subsidiary. Further, no Loan Party nor any Subsidiary shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such the survivor is or becomes a Loan Party is the survivorParty;
(ii) any Subsidiary (A) may sell, transfer or dispose of its assets to a Loan PartyParty or (B) that is not a Loan Party may sell, transfer or dispose of its assets to another Subsidiary;
(iii) a Loan Party (other than the Borrower or any Eligible Property SubsidiaryLoan Party that owns an Unencumbered Pool Asset) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existenceexist;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ five (5) Business Days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property SubsidiaryBorrower, the Borrower shall be the survivor thereof; (4) in the case of a consolidation or merger involving a Loan Party (other than the Borrower) that owns an Unencumbered Pool Asset, such Loan Party shall be the survivor thereof or the survivor thereof shall immediately become a Loan Party, and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including including, without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party nor any Subsidiary, shall enter into any sale-leaseback sale‑leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such Loan Party is the survivorsurvivor and any Subsidiary that is not a Loan Party may merge with any other Subsidiary that is not a Loan Party;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party and any Subsidiary that is not a Loan Party may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property SubsidiaryLoan Party that owns an Unencumbered Pool Property) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ thirty (30) days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or a Loan Party that owns an Eligible Unencumbered Pool Property Subsidiaryincluded in the calculation of Unencumbered Asset Value, the Borrower or such Loan Party shall be the survivor thereof thereof; and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire the assets of, or make an Investment in, any other Person in an amount in excess of a Substantial Amount; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such Loan Party is the survivor;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property Subsidiary) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and LEGAL 4867-4266-3982v.3 immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.. for the periods for which financial statements have been delivered (or were required to be delivered); (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiary, the Borrower or such Loan Party shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1.. for the periods for which financial statements have been delivered (or were required to be delivered), after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Samples: Credit Agreement (NETSTREIT Corp.)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower Parent shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup wind up or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such other Loan Party is the survivor;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Parent, the Borrower or any Eligible Property SubsidiaryLoan Party which owns an Unencumbered Pool Property) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property SubsidiaryParent, the Borrower or such a Loan Party which owns an Unencumbered Pool Property, such Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party Party, nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person; PROVIDED, HOWEVER, that this sentence shall not prohibit a Loan Party or Subsidiary from entering into a master lease of space in a Property in connection with a sale of such Property.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup wind up or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part substantially all of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) : any Subsidiary may merge with a Loan Party so long as such the survivor is a Loan Party is the survivor;
(ii) Party; any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Property Subsidiary) and ; any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) ; any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person so long as the amount of such acquisition or Investment does not equal or exceed a Substantial Amount and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) which do not equal or exceed a Substantial Amount to any other PersonPerson and, in the event that the assets referenced in either subsection (A) or (B) above do in fact equal or exceed a Substantial Amount, the applicable Loan Party or other Subsidiary may proceed with such acquisition or transfer, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ thirty (30) days prior written notice of 80 such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property Subsidiaryany other Loan Party, the Borrower or such Loan Party Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, Borrower and the other Loan Parties and the other Subsidiaries may lease and sublease their its respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; and the Borrower may enter into a merger transaction with IRT, provided that Borrower is the resulting entity. Further, no Loan Party Party, nor any other Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Samples: Credit Agreement (Equity One Inc)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired, having a fair market value in excess of the Substantial Amount; or (d) acquire engage in a transaction or a series of related transactions in which it acquires assets having a fair market value in excess of the assets of, Substantial Amount or make an Investment in, in any other Person in an amount in excess of a the Substantial Amount; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such other Loan Party is the survivorsurvivor or the survivor becomes a Loan Party upon the occurrence of the merger in accordance with Section 7.13.;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Borrower or any Eligible Loan Party which owns a Property Subsidiarywhich the Borrower has elected to include in the calculations of Unencumbered NOI and Unencumbered Pool Value) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose ofof (including disposition as a result of a merger or consolidation), in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately may (but need not) thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, if the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, assets having a fair market value in excess of the Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, includinghowever, without limitationthat if, prior to the occurrence of a Default (or, during the existence of a Default, so long as the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property if a Default (but not an Event of Default resulting from Default) exists to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement, subject to such Loan Party’s having received the approval of the Lenders required pursuant to the terms of any agreement entered into during the existence of a breach of Section 10.1.Default; (3) in the case of a consolidation or merger involving the Borrower or an Eligible a Loan Party which owns a Property Subsidiary, which the Borrower or has elected to include in calculations of Unencumbered NOI and Unencumbered Pool Value, such Loan Party Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.19.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer;
(v) any Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) assets, in a single transaction or series of related transactions, having a fair market value in excess of the Substantial Amount, or make an Investment in any other Person in an amount in excess of the Substantial Amount, so long as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days prior written notice of such purchase, acquisition, merger, consolidation or Investment (collectively, “acquisition”); (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, so long as the relevant agreement expressly states that acquisition of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to acquire a Property which agreement requires that such Property be acquired at a time during which a Default (but not an Event of Default) exists, such Loan Party or Subsidiary shall be permitted to acquire such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement, subject to such Loan Party’s having received the approval of the Lenders required pursuant to the terms of any agreement entered into during the existence of a Default ; (3) in the case of a consolidation or merger involving the Borrower or a Loan Party which owns an Eligible Property, such Person shall be the survivor thereof; and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 9.1., after giving effect to such acquisition; and
(vvi) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party or any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired, having a fair market value in excess of the Substantial Amount; or (d) acquire engage in a transaction or a series of related transactions in which it acquires assets having a fair market value in excess of the assets of, Substantial Amount or make an Investment in, in any other Person in an amount in excess of a the Substantial Amount; provided, however, that:
(i) any Subsidiary may merge with a Loan Party any other Subsidiary, so long as such Loan Party no Default or Event of Default is the survivoror would be in existence immediately thereafter;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Partyany other Subsidiary, so long as no Default or Event of Default is or would be in existence immediately thereafter;
(iii) a Loan Party (other than the Borrower or any Eligible Loan Party which owns a Property Subsidiarywhich the Borrower has elected to include in the calculations of Unencumbered NOI and Unencumbered Pool Value) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose ofof (including disposition as a result of a merger or consolidation), in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately may (but need not) thereafter liquidateliquidate and dissolve, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, if the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, assets having a fair market value in excess of the Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence; provided, includinghowever, without limitationthat if, prior to the occurrence of a Default (or, during the existence of a Default, so long as the relevant agreement expressly states that sale of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to sell a Property which agreement requires that such Property be sold at a time during which a Default exists, such Loan Party or Subsidiary shall be permitted to sell such Property if a Default (but not an Event of Default resulting from Default) exists to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement, subject to such Loan Party’s having received the approval of the Lenders required pursuant to the terms of any agreement entered into during the existence of a breach of Section 10.1.Default; (3) in the case of a consolidation or merger involving the Borrower or an Eligible a Loan Party which owns a Property Subsidiary, which the Borrower or has elected to include in calculations of Unencumbered NOI and Unencumbered Pool Value, such Loan Party Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.19.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and;
(v) any Loan Party and any other Subsidiary may, directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) assets, in a single transaction or series of related transactions, having a fair market value in excess of the BorrowerSubstantial Amount, or make an Investment in any other Person in an amount in excess of the Substantial Amount, so long as (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days prior written notice of such purchase, acquisition, merger, consolidation or Investment (collectively, “acquisition”); (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence provided, however, that if, prior to the occurrence of a Default (or, during the existence of a Default, so long as the relevant agreement expressly states that acquisition of the Property subject to the agreement is conditioned on the approval of the Lenders), such Loan Party or Subsidiary has entered into an agreement to acquire a Property which agreement requires that such Property be acquired at a time during which a Default (but not an Event of Default) exists, such Loan Party or Subsidiary shall be permitted to acquire such Property to the extent necessary for such Loan Party or Subsidiary to comply with the terms of such agreement, subject to such Loan Party’s having received the approval of the Lenders required pursuant to the terms of any agreement entered into during the existence of a Default ; (3) in the case of a consolidation or merger involving the Borrower or a Loan Party which owns an Eligible Property, such Person shall be the survivor thereof; and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 9.1., after giving effect to such acquisition;
(vi) the Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business; and
(vii) any Subsidiary that is not a Material Subsidiary may liquidate and dissolve itself (or suffer its liquidation or dissolution) so long as immediately prior to the taking of such action, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence. Further, no Loan Party or any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Samples: Credit Agreement (Washington Real Estate Investment Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower shall not, and shall not permit any Subsidiary of the Borrower (other Loan Party or any other Subsidiary than an Excluded Subsidiary) to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) any Subsidiary of the Parent may merge with a Loan Party so long as such Loan Party is the survivor;
(ii) any Subsidiary of the Parent may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party any Subsidiary of the Parent (other than the Borrower or any Eligible Property SubsidiaryBorrower) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately may thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ thirty (30) days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower Parent or an Eligible Property Subsidiarythe Borrower, the Borrower Parent or such Loan Party the Borrower, as applicable, shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties Borrower or the Parent, as applicable, with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries of the Borrower may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person.
Appears in 1 contract
Samples: Credit Agreement (Saul Centers Inc)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Borrower Parent shall not, and shall not permit any other Loan Party or any other Subsidiary to, (a) enter into any transaction of merger or consolidation (which, in the case of any acquisition as a result of a merger or consolidation, has a value equal to or greater than a Substantial Amount); (b) liquidate, windup wind up or dissolve itself (or suffer any liquidation or dissolution); (c) convey, sell, lease, sublease, transfer or otherwise dispose of of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; or (d) acquire a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person in an amount in excess of a Substantial AmountPerson; provided, however, that:
(i) any Subsidiary may merge with a Loan Party so long as such other Loan Party is the survivor;
(ii) any Subsidiary may sell, transfer or dispose of its assets to a Loan Party;
(iii) a Loan Party (other than the Parent, the Borrower or any Eligible Property SubsidiaryLoan Party which owns an Unencumbered Pool Property) and any Subsidiary that is not (and is not required to be) a Loan Party may convey, sell, transfer or otherwise dispose of, in one transaction or a series of transactions, all or any substantial part of its business or assets, or the capital stock of or other Equity Interests in any of its Subsidiaries, and immediately thereafter liquidate, provided that immediately prior to any such conveyance, sale, transfer, disposition or liquidation and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence;
(iv) any Loan Party and any other Subsidiary may, directly or indirectly, (A) acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) a Substantial Amount of the assets of, or make an Investment of a Substantial Amount in, any other Person and (B) sell, lease or otherwise transfer, whether by one or a series of transactions, a Substantial Amount of assets (including capital stock or other securities of Subsidiaries) to any other Person, so long as, in each case, (1) the Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ days prior written notice of such consolidation, merger, acquisition, Investment, sale, lease or other transfer; (2) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default is or would be in existence, including, without limitation, a Default or Event of Default resulting from a breach of Section 10.1.; (3) in the case of a consolidation or merger involving the Borrower or an Eligible Property SubsidiaryParent, the Borrower or such a Loan Party which owns an Unencumbered Pool Property, such Person shall be the survivor thereof and (4) at the time the Borrower gives notice pursuant to clause (1) of this subsection, the Borrower shall have delivered to the Administrative Agent for distribution to each of and the Lenders a Compliance Certificate, calculated on a pro forma basis, evidencing the continued compliance by the Loan Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 10.1., after giving effect to such consolidation, merger, acquisition, Investment, sale, lease or other transfer; and
(v) the Borrower, the other Loan Parties and the other Subsidiaries may lease and sublease their respective assets, as lessor or sublessor (as the case may be), in the ordinary course of their business. Further, no Loan Party Party, nor any Subsidiary, shall enter into any sale-leaseback transactions or other transaction by which such Person shall remain liable as lessee (or the economic equivalent thereof) of any real or personal property that it has sold or leased to another Person; provided, however, that this sentence shall not prohibit a Loan Party or Subsidiary from entering into a master lease of space in a Property in connection with a sale of such Property.
Appears in 1 contract
