Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that: (i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, Borrower is in compliance with the requirements of Section 8.14.(b) and (B) with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity; (A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary; (iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself; (v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and (vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 2 contracts
Samples: Term Loan Agreement (RLJ Lodging Trust), Credit Agreement (RLJ Lodging Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. (a) The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (aw) enter into any transaction of merger merger, consolidation, reorganization or consolidationrecapitalization; (bx) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (cy) convey, sell, lease, sublease, transfer or otherwise dispose 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 SubsidiariesSubsidiary, whether now owned or hereafter acquired; or (z) acquire all or substantially all of the assets of, or Equity Interests in, any other Person; provided, however, that:
(i) any Subsidiary (other than the BorrowerA) may merge (A) with any other Subsidiary a Loan Party so long as such Loan Party is the survivor (and in the case of any such merger involving a Loan Partythe Borrower, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(bsurvivor) and (B) that is not a Loan Party may merge with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, any other Subsidiary that is the surviving entitynot a Loan Party;
(Aii) any Subsidiary (other than the BorrowerA) may sell, transfer or otherwise dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party or Party, in each case, including any disposition that is by its nature a Non-Loan Party BB Property Subsidiaryliquidation;
(iii) (A) a Loan Party (other than the Parent GuarantorParent, the Borrower, any Loan Party Borrower or any Non-Loan Party BB Qualifying Unencumbered Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereofOwner) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary may convey, sell, transfer or otherwise dispose 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 SubsidiariesSubsidiaries (other than the Borrower or a Qualifying Unencumbered Property Owner), and immediately thereafter liquidate(B) any Loan Party and any other Subsidiary may, provided that directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) all or substantially all of the assets of, or acquire Equity Interests in, any other Person, so long as, in the case of each of clause (A) and (B), (1) immediately prior to any such conveyancethereto, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation)including, provided that (A) the same would not result in without limitation, a Default or Event of DefaultDefault resulting from a breach of any of the covenants contained in Section 9.1.; (2) to the extent such sale, transfer, disposition or acquisition of all or substantially all of the assets or Equity Interest of any Subsidiary (Bother than the Borrower, a Loan Party or a Qualifying Unencumbered Property Owner) a Borrowing Base Property may not be soldand the consideration of such transaction is $75,000,000 or more: (x) the Borrower shall have given the Administrative Agent and the Lenders at least 15-days prior written notice of such conveyance, transferred or otherwise disposed of (including pursuant to a sale, transfer, disposition, acquisition, purchase, merger or consolidation) unless , specifying the removal thereof from nature of the Unencumbered Pool is permitted under Section 4.3. transaction in reasonable detail; and (Cy) at the time the Borrower gives notice pursuant to clause (2)(x) 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 covenants contained in Section 9.1., after giving pro forma effect to such conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation; and (3) in the case of any such acquisition pursuant to a consolidation or merger or consolidation involving the BorrowerParent, any Loan Party the Borrower or a Non-Loan Party BB Qualifying Unencumbered Property SubsidiaryOwner, after giving effect to the Parent, the Borrower or such merger or consolidationQualifying Unencumbered Property Owner, as the case may be, shall be the survivor thereof; and
(iv) the Parent, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the other Loan Parties and the other Subsidiaries may lease, lease and sublease or license their respective assets, as lessor, licensor lessor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 2 contracts
Samples: Term Loan Agreement (Equity Lifestyle Properties Inc), Credit Agreement (Equity Lifestyle Properties Inc)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, Borrower is in compliance with the requirements of Section 8.14.(b10.1.(j) and (B) with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property SubsidiaryParty, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property SubsidiaryParty;
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, Borrower or any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation)assets, provided that (A) the same would not result in a Default or Event of Default, Default and (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity.; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(b) and (B) with the Borrower or the Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity; provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall merge (other than to consummate the FelCor Acquisition) with an Excluded FelCor Subsidiary if the surviving entity remains or becomes an Excluded FelCor Subsidiary after giving effect to such merger;
(ii) (A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary; provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall sell, transfer or dispose of assets to an Excluded FelCor Subsidiary other than Investments permitted by Section 10.2.(b);
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 SubsidiariesSubsidiaries in a manner otherwise permitted by this Section 10.4., 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and and, (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; andprovided that no Subsidiary other than an Excluded FelCor Subsidiary shall merge (other than to consummate the FelCor Acquisition) with an Excluded FelCor Subsidiary if the surviving entity remains or becomes an Excluded FelCor Subsidiary after giving effect to such merger, and (D) no Loan Party or other Subsidiary other than an Excluded FelCor Subsidiary may sell, transfer or dispose of assets to an Excluded FelCor Subsidiary (and no Excluded FelCor Subsidiary shall acquire any such assets) other than Investments permitted by Section 10.2.(b); and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into No Subsidiary Guarantor or Unencumbered Property Owner Subsidiary will become a party to any dissolution, liquidation or disposition of all or substantially all of such Person’s assets or business, a merger, reorganization, consolidation or other business combination or effect any transaction or series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of the Required Lenders, except for (i) the merger or consolidation; consolidation of a Subsidiary Guarantor or an Unencumbered Property Owner Subsidiary with the Borrower or another Subsidiary Guarantor, (ii) the merger or consolidation of a Subsidiary Guarantor where the Subsidiary Guarantor is the sole surviving entity, (iii) the merger or consolidation of an Unencumbered Property Owner Subsidiary with another Unencumbered Property Owner Subsidiary, (iv) any acquisitions or Investments permitted under Section 9.4 and which comply with Section 9.1(c), and (v) dispositions of property that has been removed from the Unencumbered Pool pursuant to and compliance with the provisions of Section 7.13, and dispositions of property permitted pursuant to Section 7.21(i).
(b) liquidateThe Borrower will not become a party to any dissolution, windup or dissolve itself (or suffer any liquidation or dissolutiondisposition of all or substantially all of the Borrower’s assets or business, a merger, reorganization, consolidation or other business combination or effect any transaction or series of transactions which may have a similar effect as any of the foregoing, in each case without the prior written consent of Required Lenders, except for (i) the merger or consolidation of the Borrower with one of its Subsidiaries; (ii) the merger or consolidation of the Borrower where the Borrower is the sole surviving entity provided however that any such merger or consolidation does not violate the Borrower’s status as a REIT; (iii) any acquisitions or Investments permitted under Section 9.4 and which comply with Section 9.1(c); or (civ) convey, sell, lease, sublease, transfer or otherwise dispose of, in one transaction or any merger where the Borrower is the surviving entity such that a series majority of transactions, all or any substantial part the seats of its business or assetsthe Board of Directors of the newly constituted entity are held by trustees of the Borrower serving as such prior to the time of such merger, or the capital stock of or other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving Borrower otherwise maintains a Loan Party, after giving effect to such merger, Borrower is in compliance with the requirements of Section 8.14.(b) and (B) with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary;
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 liquidatecontrolling interest therein, provided further that immediately prior to such exceptions do not otherwise create 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their businesshereunder.
Appears in 1 contract
Samples: Credit Agreement (Epr Properties)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (aw) enter into any transaction of merger merger, consolidation, reorganization or consolidationrecapitalization; (bx) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (cy) convey, sell, lease, sublease, transfer or otherwise dispose 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 SubsidiariesSubsidiary, whether now owned or hereafter acquired; or (z) acquire all or substantially all of the assets of, or Equity Interests in, any other Person; provided, however, that:
: (i) any Subsidiary (other than the BorrowerA) may merge (A) with any other Subsidiary a Loan Party so long as such Loan Party is the survivor (and in the case of any such merger involving a Loan Partythe Borrower, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(bsurvivor) and (B) that is not a Loan Party may merge with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, any other Subsidiary that is the surviving entity;
not a Loan Party; (Aii) any Subsidiary (other than the BorrowerA) may sell, transfer or otherwise dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party or Party, in each case, including any disposition that is by its nature a Non-Loan Party BB Property Subsidiary;
liquidation; (iii) (A) a Loan Party (other than the Parent GuarantorParent, the Borrower, any Loan Party Borrower or any Non-Loan Party BB Qualifying Unencumbered Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereofOwner) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary may convey, sell, transfer or otherwise dispose 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 SubsidiariesSubsidiaries (other than the Borrower or a Qualifying Unencumbered Property Owner), and immediately thereafter liquidate(B) any Loan Party and any other Subsidiary may, provided that directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) all or substantially all of the assets of, or acquire Equity Interests in, any other Person, so long as, in the case of each of clause (A) and (B), (1) immediately prior to any such conveyancethereto, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation)including, provided that (A) the same would not result in without limitation, a Default or Event of DefaultDefault resulting from a breach of any of the covenants contained in Section 9.1.; (2) to the extent such sale, transfer, disposition or acquisition of all or substantially all of the assets or Equity Interest of any Subsidiary (Bother than the Borrower, a Loan Party or a Qualifying Unencumbered Property Owner) a Borrowing Base Property may not be soldand the consideration of such transaction equals or exceeds 5% of Total Asset Value immediately prior to giving effect to such sale, transferred transfer, disposition or otherwise disposed acquisition: (x) the Borrower shall have given the Administrative Agent and the Lenders at least 15-days prior written notice of (including pursuant to a such conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation) unless , specifying the removal thereof from nature of the Unencumbered Pool is permitted under Section 4.3. transaction in reasonable detail; and (Cy) at the time the Borrower gives notice pursuant to clause (2)(x) 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 covenants contained in Section 9.1., after giving pro forma effect to such conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation; and (3) in the case of any such acquisition pursuant to a consolidation or merger or consolidation involving the BorrowerParent, any Loan Party the Borrower or a Non-Loan Party BB Qualifying Unencumbered Property SubsidiaryOwner, after giving effect to the Parent, the Borrower or such merger or consolidationQualifying Unencumbered Property Owner, as the case may be, shall be the survivor thereof; and (iv) the Parent, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the other Loan Parties and the other Subsidiaries may lease, lease and sublease or license their respective assets, as lessor, licensor lessor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(b) 8.14. and (B) with the Borrower or the Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity; provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall merge (other than to consummate the FelCor Acquisition) with an Excluded FelCor Subsidiary if the surviving entity remains or becomes an Excluded FelCor Subsidiary after giving effect to such merger;
(ii) (A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary; provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall sell, transfer or dispose of assets to an Excluded FelCor Subsidiary other than Investments permitted by Section 10.2.(b);
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 SubsidiariesSubsidiaries in a manner otherwise permitted by this Section 10.4., 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) A. any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(b) and (B) with the Borrower or the Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity; provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall merge (other than to consummate the FelCor Acquisition) with an Excluded FelCor Subsidiary if the surviving entity remains or becomes an Excluded FelCor Subsidiary after giving effect to such merger;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary; provided that, no Subsidiary other than an Excluded FelCor Subsidiary shall sell, transfer or dispose of assets to an Excluded FelCor Subsidiary other than Investments permitted by Section 10.2.(b);
(iii) C. a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 SubsidiariesSubsidiaries in a manner otherwise permitted by this Section 10.4., 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) existence;D. any Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. (a) The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (aw) enter into any transaction of merger merger, consolidation, reorganization or consolidationrecapitalization; (bx) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (cy) convey, sell, lease, sublease, transfer or otherwise dispose 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 SubsidiariesSubsidiary, whether now owned or hereafter acquired; or (z) acquire all or substantially all of the assets of, or Equity Interests in, any other Person; provided, however, that:
(i) any Subsidiary (other than the BorrowerA) may merge (A) with any other Subsidiary a Loan Party so long as such Loan Party is the survivor (and in the case of any such merger involving a Loan Partythe Borrower, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(bsurvivor) and (B) that is not a Loan Party may merge with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, any other Subsidiary that is the surviving entitynot a Loan Party;
(Aii) any Subsidiary (other than the BorrowerA) may sell, transfer or otherwise dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party or Party, in each case, including any disposition that is by its nature a Non-Loan Party BB Property Subsidiaryliquidation;
(iii) (A) a Loan Party (other than the Parent GuarantorParent, the Borrower, any Loan Party Borrower or any Non-Loan Party BB Qualifying Unencumbered Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereofOwner) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary may convey, sell, transfer or otherwise dispose 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 SubsidiariesSubsidiaries (other than the Borrower or a Qualifying Unencumbered Property Owner), and immediately thereafter liquidate(B) any Loan Party and any other Subsidiary may, provided that directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) all or substantially all of the assets of, or acquire Equity Interests in, any other Person, so long as, in the case of each of clause (A) and (B), (1) immediately prior to any such conveyancethereto, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation)including, provided that (A) the same would not result in without limitation, a Default or Event of DefaultDefault resulting from a breach of any of the covenants contained in Section 9.1.; (2) to the extent such sale, transfer, disposition or acquisition of all or substantially all of the assets or Equity Interest of any Subsidiary (Bother than the Borrower, a Loan Party or a Qualifying Unencumbered Property Owner) a Borrowing Base Property may not be soldand the consideration of such transaction is $75,000,000 or more: (x) the Borrower shall have given the Administrative Agent and the Lenders at least 15‑days prior written notice of such conveyance, transferred or otherwise disposed of (including pursuant to a sale, transfer, disposition, acquisition, purchase, merger or consolidation) unless , specifying the removal thereof from nature of the Unencumbered Pool is permitted under Section 4.3. transaction in reasonable detail; and (Cy) at the time the Borrower gives notice pursuant to clause (2)(x) 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 covenants contained in Section 9.1., after giving pro forma effect to such conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation; and (3) in the case of any such acquisition pursuant to a consolidation or merger or consolidation involving the BorrowerParent, any Loan Party the Borrower or a Non-Loan Party BB Qualifying Unencumbered Property SubsidiaryOwner, after giving effect to the Parent, the Borrower or such merger or consolidationQualifying Unencumbered Property Owner, as the case may be, shall be the survivor thereof; and
(iv) the Parent, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the other Loan Parties and the other Subsidiaries may lease, lease and sublease or license their respective assets, as lessor, licensor lessor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, Borrower is in compliance with the requirements of Section 8.14.(b) and (B) with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary;
(iii) a Loan Party (other than the Parent Guarantor, the BorrowerBorrower or, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of DefaultDefault and, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. .; and and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any Subsidiary or other Loan Party or other Subsidiary to, : (ai) enter into any transaction of merger or consolidation; (bii) liquidate, windup wind up or dissolve itself (or suffer any liquidation or dissolution); or (ciii) convey, sell, lease, sublease, transfer or otherwise dispose 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; provided, however, that:
(ia) Borrower or any Subsidiary may sell, lease or sublease, transfer or dispose of assets to, any other Loan Parties and any Subsidiary which is not a Loan Party may sell, lease or sublease, transfer or dispose of assets to, any Subsidiary;
(other than b) Borrower and any Subsidiary may enter into an arrangement with any Person providing for the Borrowerleasing by Borrower or such Subsidiary of any asset that has been or is to be sold or transferred by Borrower or such Subsidiary to such Person with the intention of taking back a lease of such property, so long as any Indebtedness incurred and any Lien granted by Borrower or such Subsidiary are permitted to be incurred and granted under this Agreement;
(c) Subject to compliance with Section 8.03, a Person may merge (A) with any other and into Borrower or a Subsidiary so long as in the case of any such merger involving (i) if Borrower or another Loan Party is a Loan Party, after giving effect party to such merger, Borrower is in compliance with the requirements of Section 8.14.(b) and (B) with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, such other Loan Party is the surviving entity;
survivor of such merger, (Aii) any Subsidiary (other than if the Borrower) may sell, transfer or dispose survivor of its assets to such merger would not otherwise be a Loan Party or Party, such survivor shall become a Non-Loan Party BB Property SubsidiaryGuarantor if required under Section 5.13 at the time of the effectiveness of such merger, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary;
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 conveyancemerger, 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, and (iv) Borrower shall have given the Administrative Agent at least 30 Business Days’ prior written notice of such merger (except that such prior notice shall not be required in the case of the merger of a Subsidiary with and into a Loan Party but Borrower shall give the Administrative Agent notice of any such merger promptly following the effectiveness of such merger);
(ivd) any Subject to compliance with Section 8.03, a Wholly Owned Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business of Borrower may liquidate, wind-wind up or dissolve itself;
itself (vor suffer any liquidation or dissolution) so long as (i) if the liquidating or dissolving Subsidiary is a Loan Party, any and all assets of such Subsidiary are transferred to a Loan Party or such Person that shall become a Guarantor if required under Section 5.13 at the time of the effectiveness of such transfer, (iii) immediately prior to such liquidation or dissolution, and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties immediately thereafter and any other assets (including pursuant to a merger or consolidation)after giving effect thereto, provided that (A) the same would not result in a no Default or Event of DefaultDefault is or would be in existence, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (Civ) in if the case liquidating or dissolving Subsidiary is a Loan Party, Borrower shall give the Lender notice of any such acquisition liquidation or dissolution promptly following the effectiveness thereof; and
(e) The conveyance, sale, lease, transfer or other disposition of any assets by the Borrower or any Subsidiary to any Person other than the Borrower or a Subsidiary, to the extent such disposition is not otherwise permitted under this Section 6.05; provided that (i) any such disposition of such assets pursuant to a merger this paragraph (e) must be for no less than the fair market value of such assets at the time of such disposition, (ii) immediately prior to such disposition, and immediately thereafter and after giving effect thereto, no Default or consolidation involving Event of Default is or would be in existence (which shall include written demonstration from the BorrowerBorrower of pro-forma compliance with the financial covenants set forth in Section 6.01, including without limitation, compliance with Section 6.01(b), if immediately prior to such disposition, and immediately thereafter and after giving effect thereto, the UBS Credit-Line Availability plus unrestricted Cash is less than $10,000,000), (iii) the Borrower shall have given the Administrative Agent at least 30 Business Days’ prior written notice of such disposition, (iv) such disposition of assets pursuant to this paragraph (e) occurs when no Loans or Letters of Credit are outstanding at the time of such disposition and (v) if any Loan Party Loans or a Non-Loan Party BB Property SubsidiaryLetters of Credit are outstanding at the time of such disposition, both prior and after giving effect to such merger or consolidationdisposition, the Borroweraggregate fair market value of all dispositions of assets made pursuant to this paragraph (e) at any time that a Loan or Letter of Credit was outstanding does not exceed the lesser of (x) 5% of EBITDA (for the four consecutive fiscal quarters most recently ended prior to the date of determination) and (y) 5% of the total tangible assets of Borrower and the Guarantors as determined in accordance with GAAP (measured as of the last day of the most recently ended fiscal quarter).
(f) To the extent any Collateral is disposed of as expressly permitted by this Section 6.05 to any Person other than the Borrower or any other Loan Party, such Collateral shall be sold free and clear of the Liens created by the Loan Documents, and the Administrative Agent or the Collateral Agent, as applicable, shall be authorized to take any actions deemed appropriate in order to effect the foregoing. Notwithstanding the foregoing, no Loan Party shall sell, transfer or otherwise convey any of its right, title or interest in, to or under any of the Collateral (other than Collateral that was released in accordance with Section 8.01 hereof) of such Loan Party; provided, however, that each Relevant Existing Provider and each Released Guarantor may transfer to the New Operators such Relevant Existing Provider’s and such Released Guarantor’s licenses, permits and other operating assets that relate to, and only relate to, each Affected Property that such Relevant Existing Provider or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their businessReleased Guarantor operates.
Appears in 1 contract
Samples: Credit and Security Agreement (Five Star Quality Care Inc)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (aw) enter into any transaction of merger merger, consolidation, reorganization or consolidationrecapitalization; (bx) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (cy) convey, sell, lease, sublease, transfer or otherwise dispose 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 SubsidiariesSubsidiary, whether now owned or hereafter acquired; or (z) acquire all or substantially all of the assets of, or Equity Interests in, any other Person; provided, however, that:
: (i) any Subsidiary (other than the BorrowerA) may merge (A) with any other Subsidiary a Loan Party so long as such Loan Party is the survivor (and in the case of any such merger involving a Loan Partythe Borrower, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(bsurvivor) and (B) that is not a Loan Party may merge with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, any other Subsidiary that is the surviving entity;
not a Loan Party; (Aii) any Subsidiary (other than the BorrowerA) may sell, transfer or otherwise dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party or Party, in each case, including any disposition that is by its nature a Non-Loan Party BB Property Subsidiary;
liquidation; (iii) (A) a Loan Party (other than the Parent GuarantorParent, the Borrower, any Loan Party Borrower or any Non-Loan Party BB Qualifying Unencumbered Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereofOwner) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary may convey, sell, transfer or otherwise dispose 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 SubsidiariesSubsidiaries (other than the Borrower or a Qualifying Unencumbered Property Owner), and immediately thereafter liquidate(B) any Loan Party and any other Subsidiary may, provided that directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) all or substantially all of the assets of, or acquire Equity Interests in, any other Person, so long as, in the case of each of clause (A) and (B), (1) immediately prior to any such conveyancethereto, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation)including, provided that (A) the same would not result in without limitation, a Default or Event of DefaultDefault resulting from a breach of any of the covenants contained in Section 9.1.; (2) to the extent such sale, transfer, disposition or acquisition of all or substantially all of the assets or Equity Interest of any Subsidiary (Bother than the Borrower, a Loan Party or a Qualifying Unencumbered Property Owner) a Borrowing Base Property may not be soldand the consideration of such transaction is $75,000,000 or more: (x) the Borrower shall have given the Administrative Agent and the Lenders at least 15-days prior written notice of such conveyance, transferred or otherwise disposed of (including pursuant to a sale, transfer, disposition, acquisition, purchase, merger or consolidation) unless , specifying the removal thereof from nature of the Unencumbered Pool is permitted under Section 4.3. transaction in reasonable detail; and (Cy) at the time the Borrower gives notice pursuant to clause (2)(x) 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 covenants contained in Section 9.1., after giving pro forma effect to such conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation; and (3) in the case of any such acquisition pursuant to a consolidation or merger or consolidation involving the BorrowerParent, any Loan Party the Borrower or a Non-Loan Party BB Qualifying Unencumbered Property SubsidiaryOwner, after giving effect to the Parent, the Borrower or such merger or consolidationQualifying Unencumbered Property Owner, as the case may be, shall be the survivor thereof; and (iv) the Parent, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the other Loan Parties and the other Subsidiaries may lease, lease and sublease or license their respective assets, as lessor, licensor lessor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall Company will not permit any other Loan Party Subsidiary Guarantor, any Unencumbered Property Owner Subsidiary or any Unencumbered Property Equity Owner to become a party to any dissolution, liquidation or disposition of all or substantially all of such Person’s assets or business, a merger, reorganization, consolidation or other business combination or effect any transaction or series of transactions which may have a similar effect as any of the foregoing (including by way of Division), in each case without the prior written consent of the Required Holders, except for (1) the merger or consolidation of a Subsidiary toGuarantor, an Unencumbered Property Owner Subsidiary or an Unencumbered Property Equity Owner with the Company or another Subsidiary Guarantor, (a2) enter into any transaction of the merger or consolidation; consolidation of a Subsidiary Guarantor where the Subsidiary Guarantor is the sole surviving entity, and the merger or consolidation of an Unencumbered Property Owner Subsidiary or an Unencumbered Property Equity Owner where such Person is the sole surviving entity, (b3) liquidate, windup the merger or dissolve itself (consolidation of an Unencumbered Property Owner Subsidiary or suffer any liquidation an Unencumbered Property Equity Owner with an Unencumbered Property Owner Subsidiary or dissolution); or (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 assetsan Unencumbered Property Equity Owner, or the capital stock disposition of all or substantially all of an Unencumbered Property Owner Subsidiary’s assets or business to another Unencumbered Property Owner Subsidiary, and (4) any acquisitions or Investments by a Subsidiary Guarantor, an Unencumbered Property Owner Subsidiary or an Unencumbered Property Equity Owner permitted under this Agreement, including each Additional or More Restrictive Covenant; provided that nothing in this Section 10.2(a) shall prohibit any Subsidiary Guarantor, any Unencumbered Property Owner Subsidiary or any Unencumbered Property Equity Owner from selling or otherwise disposing of any Unencumbered Property or any other Equity Interests in any of its Subsidiaries, whether now owned or hereafter acquired; provided, however, that:
property if (i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, Borrower Company is in compliance with the requirements provisions of Section 8.14.(b) 10.6 and (B) with each Additional or More Restrictive Covenant at the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiarytime of, and (B) any Subsidiary that is not on a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary;
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 pro forma basis after giving effect theretoto, such sale or other disposition and (ii) no Default or Event of Default is shall then exist or would be in existence;
(iv) any Subsidiary that (A) does not directly result from such sale or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case of any such acquisition pursuant to a merger or consolidation involving the Borrower, any Loan Party or a Non-Loan Party BB Property Subsidiary, after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their businessdisposition.
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. (a) The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or any other Subsidiary to, (aw) enter into any transaction of merger merger, consolidation, reorganization or consolidationrecapitalization; (bx) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (cy) convey, sell, lease, sublease, transfer or otherwise dispose 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 SubsidiariesSubsidiary, whether now owned or hereafter acquired; or (z) acquire all or substantially all of the assets of, or Equity Interests in, any other Person; provided, however, that:
: (i) any Subsidiary (other than the BorrowerA) may merge (A) with any other Subsidiary a Loan Party so long as such Loan Party is the survivor (and in the case of any such merger involving a Loan Partythe Borrower, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(bsurvivor) and (B) that is not a Loan Party may merge with the Borrower or Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, any other Subsidiary that is the surviving entity;
not a Loan Party; (Aii) any Subsidiary (other than the BorrowerA) may sell, transfer or otherwise dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or otherwise dispose of its assets to any other Subsidiary that is not a Loan Party or Party, in each case, including any disposition that is by its nature a Non-Loan Party BB Property Subsidiary;
liquidation; (iii) (A) a Loan Party (other than the Parent GuarantorParent, the Borrower, any Loan Party Borrower or any Non-Loan Party BB Qualifying Unencumbered Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base Property, or is party to a Qualified Ground Lease in respect thereofOwner) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary may convey, sell, transfer or otherwise dispose 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 SubsidiariesSubsidiaries (other than the Borrower or a Qualifying Unencumbered Property Owner), and immediately thereafter liquidate(B) any Loan Party and any other Subsidiary may, provided that directly or indirectly, acquire (whether by purchase, acquisition of Equity Interests of a Person, or as a result of a merger or consolidation) all or substantially all of the assets of, or acquire Equity Interests in, any other Person, so long as, in the case of each of clause (A) and (B), (1) immediately prior to any such conveyancethereto, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation)including, provided that (A) the same would not result in without limitation, a Default or Event of Default, (B) Default resulting from a Borrowing Base Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool is permitted under Section 4.3. and (C) in the case breach of any of the covenants contained in Section 9.1.; (2) to the extent such sale, transfer, disposition or acquisition pursuant to a merger of all or consolidation involving substantially all of the assets or Equity Interest of any Subsidiary (other than the Borrower, any a Loan Party or a Non-Loan Party BB Qualifying Unencumbered Property Subsidiary, after Owner) and the consideration of such transaction equals or exceeds 5% of Total Asset Value immediately prior to giving effect to such sale, transfer, disposition or acquisition: (x) the Borrower shall have given the Administrative Agent and the Lenders at least 15-days prior written notice of such conveyance, sale, transfer, disposition, acquisition, purchase, merger or consolidation, specifying the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is nature of the surviving entitytransaction in reasonable detail; and
and (viy) at the Loan Parties and time the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.- 93 - LEGAL02\42427047.v4
Appears in 1 contract
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(b) 8.14 and (B) with the Borrower or the Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary;
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base an Eligible Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 SubsidiariesSubsidiaries in a manner otherwise permitted by this Section 10.4, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base an Eligible Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base an Eligible Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool no Default or Event of Default shall have occurred that is permitted under Section 4.3. continuing or would result therefrom, and (C) in the case of any such acquisition pursuant to a merger or consolidation involving (i) the Borrower, , the Borrower shall be the surviving entity after giving effect to such merger or consolidation and (ii) any other Loan Party or a Non-Loan Party BB Property SubsidiaryParty, the Borrower shall be in compliance with the requirements of Section 8.14 after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
Merger, Consolidation, Sales of Assets and Other Arrangements. The Parent Guarantor and the Borrower shall not, and shall not permit any other Loan Party or other Subsidiary to, (a) enter into any transaction of merger or consolidation; (b) liquidate, windup or dissolve itself (or suffer any liquidation or dissolution); or (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; provided, however, that:
(i) any Subsidiary (other than the Borrower) may merge (A) with any other Subsidiary so long as in the case of any such merger involving a Loan Party, after giving effect to such merger, the Borrower is in compliance with the requirements of Section 8.14.(b) 8.14 and (B) with the Borrower or the Parent Guarantor so long as the Borrower or Parent Guarantor, as applicable, is the surviving entity;
(A) any Subsidiary (other than the Borrower) may sell, transfer or dispose of its assets to a Loan Party or a Non-Loan Party BB Property Subsidiary, and (B) any Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary may sell, transfer or dispose of its assets to any other Subsidiary that is not a Loan Party or a Non-Loan Party BB Property Subsidiary;
(iii) a Loan Party (other than the Parent Guarantor, the Borrower, any Loan Party or any Non-Loan Party BB Property Subsidiary which directly or indirectly owns in fee simple a Borrowing Base an Eligible Property, or is party to a Qualified Ground Lease in respect thereof) and any other Subsidiary that is not (and is not required to be) a Subsidiary Guarantor or is not a Non-Loan Party BB Property Subsidiary 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 SubsidiariesSubsidiaries in a manner otherwise permitted by this Section 10.4, and immediately may thereafter liquidateliquidate provided that, 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 Subsidiary that (A) does not directly or indirectly own a Borrowing Base an Eligible Property or (B) ceases to own any operating assets or conduct any business may liquidate, wind-up or dissolve itself;
(v) any Loan Party and any other Subsidiary may acquire or sell or otherwise transfer (including by way of deed in lieu of foreclosure) any direct or indirect interest in Hotel Properties and any other assets (including pursuant to a merger or consolidation), provided that (A) the same would not result in a Default or Event of Default, (B) a Borrowing Base an Eligible Property may not be sold, transferred or otherwise disposed of (including pursuant to a merger or consolidation) unless the removal thereof from the Unencumbered Pool no Default or Event of Default shall have occurred that is permitted under Section 4.3. continuing or would result therefrom, and (C) in the case of any such acquisition pursuant to a merger or consolidation involving (i) the Borrower, the Borrower shall be the surviving entity after giving effect to such merger or consolidation and (ii) any other Loan Party or a Non-Loan Party BB Property SubsidiaryParty, the Borrower shall be in compliance with the requirements of Section 8.14 after giving effect to such merger or consolidation, the Borrower, such Loan Party or such Non-Loan Party BB Property Subsidiary is the surviving entity; and
(vi) the Loan Parties and the other Subsidiaries may lease, sublease or license their respective assets, as lessor, licensor or sublessor (as the case may be), in the ordinary course of their business.
Appears in 1 contract
Samples: Credit Agreement (RLJ Lodging Trust)
