Common use of Merger, Consolidation, Sales of Assets and Other Arrangements Clause in Contracts

Merger, Consolidation, Sales of Assets and Other Arrangements. Except as permitted pursuant to the ARC Credit Agreement, the Borrowers and Parent shall not, and shall not permit any other Loan Party to, directly or indirectly, (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 series of transactions, all or any substantial part of its business or assets, whether now owned or hereafter acquired; provided, however, that: (i) any Loan Party (other than Parent or ARCOP) may merge with (a) Parent or ARCOP, provided that Parent or ARCOP, as applicable, shall be the continuing or surviving Person, or (b) any other Loan Party. (ii) any Loan Party may sell, transfer or dispose of its assets to another Loan Party; (iii) Parent or any Borrower may merge or consolidate with another Person so long as either Parent or such Borrower, as the case may be, is the surviving entity, shall remain in pro forma compliance with the covenants set forth in the “Financial Covenants” section of Section 10.1 above after giving effect to such transaction, and Borrowers obtain the prior written consent of the Requisite Lenders in their sole discretion; (iv) During the Initial Covenant Adjustment Period (as defined in the ARC Credit Agreement) and other than with respect to the Specified Transactions (as defined in the ARC Credit Agreement), any Loan Party may make an Acquisition (as defined in the ARC Credit Agreement) solely with the prior consent of the Administrative Agent in the exercise of its reasonable discretion. For avoidance of doubt, the reference to Section 10.1 in Section 10.4(c)(iii) above is made to correspond to Section 8.14 of the ARC Credit Agreement as provided in Section 2(n) of this Agreement.

Merger, Consolidation, Sales of Assets and Other Arrangements. Except as permitted pursuant to the ARC Credit Agreement, the Borrowers and Parent shall not, and shall not permit any other Loan Party to, directly or indirectly, (a) enter into No Subsidiary Borrower will become a party to any transaction of merger or consolidation; (b) liquidatedissolution, windup or dissolve itself (or suffer any liquidation or dissolution); disposition of all or (c) conveysubstantially all of such Subsidiary Borrower’s assets or business, sella merger, leasereorganization, subleaseconsolidation or other business combination or agree to effect any asset acquisition, transfer stock acquisition or otherwise dispose ofother acquisition individually or in a series of transactions which may have a similar effect as any of the foregoing, in one transaction or series of transactions, all or any substantial part of its business or assets, whether now owned or hereafter acquired; provided, however, that: (i) any Loan Party (other than Parent or ARCOP) may merge with (a) Parent or ARCOP, provided that Parent or ARCOP, as applicable, shall be the continuing or surviving Person, or (b) any other Loan Party. (ii) any Loan Party may sell, transfer or dispose of its assets to another Loan Party; (iii) Parent or any Borrower may merge or consolidate with another Person so long as either Parent or such Borrower, as the each case may be, is the surviving entity, shall remain in pro forma compliance with the covenants set forth in the “Financial Covenants” section of Section 10.1 above after giving effect to such transaction, and Borrowers obtain without the prior written consent of the Requisite Lenders Required Lenders, except for (i) the merger or consolidation of a Subsidiary Borrower with another Subsidiary Borrower, (ii) the merger or consolidation of a Subsidiary Borrower where the Subsidiary Borrower is the sole surviving entity, and (iii) 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 7.18(i). (b) EPR will not become a party to any dissolution, liquidation or disposition of all or substantially all of EPR’s assets or business, a merger, reorganization, consolidation or other business combination or agree to effect any asset acquisition, stock acquisition or other acquisition individually or in their a 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 EPR with one of its Subsidiaries, provided that such Subsidiary is not a Subsidiary Borrower; (ii) the merger or consolidation of EPR where EPR is the sole discretion; surviving entity provided however that any such merger or consolidation does not violate EPR’s status as a REIT; (iii) any acquisitions or investments; or (iv) During any merger where EPR is the Initial Covenant Adjustment Period (surviving entity such that a majority of the seats of the Board of Directors of the newly constituted entity are held by trustees of EPR serving as defined in the ARC Credit Agreement) and other than with respect such prior to the Specified Transactions (as defined in the ARC Credit Agreement)time of such merger, or EPR otherwise maintains a controlling interest therein, provided further that such exceptions do not otherwise create any Loan Party may make an Acquisition (as defined in the ARC Credit Agreement) solely with the prior consent Default or Event of the Administrative Agent in the exercise of its reasonable discretion. For avoidance of doubt, the reference to Section 10.1 in Section 10.4(c)(iii) above is made to correspond to Section 8.14 of the ARC Credit Agreement as provided in Section 2(n) of this Agreement.Default hereunder;