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Common use of Merger; Consolidation; Transfer of Substantially All Assets Clause in Contracts

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 8 contracts

Samples: Note Purchase Agreement (American Airlines Inc), Note Purchase Agreement (American Airlines Inc), Note Purchase Agreement (American Airlines Inc)

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Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company, and an opinion of counsel (which may be the Company’s General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Loan Trustee and such Liquidity Provider), each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied withwith (except that such opinion need not cover the matters referred to in clause (ii) above and may rely, as to factual matters, on a certificate of an officer of the Company) and, in the case of such opinion, that such assumption agreement has been duly authorized, executed and delivered by such successor Person and is enforceable against such successor Person in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 6 contracts

Samples: Participation Agreement (American Airlines Inc), Participation Agreement (Amr Corp), Participation Agreement (Amr Corp)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall will not consolidate with or merge into with any other Person or convey, transfer or lease all or substantially all of its assets as an entirety in a single transaction or series of transactions (including by way of liquidation) to any PersonPerson except that the Company may consolidate or merge with, unless: or sell, lease or otherwise dispose of all or substantially all of its assets to, any other corporation or limited liability company if (i) either (A) in the Person formed by such consolidation case of a merger or into which consolidation, the Company is merged shall be the surviving or continuing corporation or limited liability company, or (B) the surviving, continuing or resulting Person or the Person that purchases, leases, or otherwise acquires by conveyance, transfer all or lease substantially all of the assets of the Company as an entirety shall, if and to (the extent required “Successor Company”) (1) is a solvent corporation or limited liability company organized under Section 1110 in order that the Loan Trustee shall continue to be entitled to laws of any benefits of Section 1110 with respect to the Aircraft, be a Citizen State of the United States or the District of Columbia and a Certificated Air Carrier (2) expressly and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of unconditionally assumes the due and punctual performance and observance of each covenant and condition all obligations of the Operative Documents Company hereunder and under the Notes by an instrument in writing delivered to which each holder of Notes, and the Successor Company is shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such written assumption has been duly authorized, executed and delivered by such Successor Company and constitutes a party legal, valid and binding obligation enforceable against such Successor Company in accordance with its terms, and as to be performed or observed by such other matters incident to such transactions as the Company; Majority Holders may reasonably request; and (ii) immediately at the time of such transaction and after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iii) except in a case where the Company is the surviving Person of any merger or consolidation, and the Company shall have delivered an Officer’s Certificate to the Loan Trustee holders of the Notes to such effect). “The Company may also convert to a limited liability company under applicable state law, provided that (x) upon such conversion the resulting limited liability company shall expressly and each Liquidity Provider a certificate signed by a Responsible Officer unconditionally ratify and confirm the due and punctual performance of all obligations of the Company stating hereunder and under the Notes by an instrument in writing delivered to each holder of Notes, and shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such consolidationwritten ratification and confirmation has been duly authorized, mergerexecuted and delivered by such resulting limited liability company and each of such ratifications and confirmations, conveyance, transfer or lease and this Agreement and the assumption agreement mentioned Notes, constitutes a legal, valid and binding obligation enforceable against such limited liability company in clause (i) above comply accordance with this Section 6.02(e) its terms, and that all conditions precedent herein provided relating as to such transaction other matters incident to such transactions as the Majority Holders may reasonably request; and (y) at the time of such conversion and after giving effect thereto no Default or Event of Default shall have been complied withoccurred and be continuing (and the Company shall have delivered an Officer’s Certificate to the holders of the Notes to such effect). Upon any consolidation or merger, or any “No such conveyance, transfer or lease of all or substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any Successor Company that shall theretofore have become such in accordance with the manner prescribed in this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company 10.7 from its liability under this Agreement and or the other Operative Documents with the same effect Notes.” 1.7 A new Section 10.9 is hereby added in numerical order to read as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.follows:

Appears in 2 contracts

Samples: Note Purchase Agreement (Discovery Communications, Inc.), Note Purchase Agreement (Discovery Communications, Inc.)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company, and an opinion of counsel (which may be the Company’s General Counsel, Deputy General Counsel or Associate General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Loan Trustee and such Liquidity Provider), each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied withwith (except that such opinion need not cover the matters referred to in clause (ii) above and may rely, as to factual matters, on a certificate of an officer of the Company) and, in the case of such opinion, that such assumption agreement has been duly authorized, executed and delivered by such successor Person and is enforceable against such successor Person in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 2 contracts

Samples: Participation Agreement (American Airlines Inc), Participation Agreement (American Airlines Inc)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall will not consolidate with or merge into with any other Person or convey, transfer or lease all or substantially all of its assets as an entirety in a single transaction or series of transactions (including by way of liquidation) to any PersonPerson except that the Company may consolidate or merge with, unless: or sell, lease or otherwise dispose of all or substantially all of its assets to, any other corporation if (i) either (A) in the Person formed by such consolidation case of a merger or into which consolidation, the Company is merged shall be the surviving or continuing corporation, or (B) the surviving, continuing or resulting corporation or the Person corporation that purchases, leases, or otherwise acquires by conveyance, transfer all or lease substantially all of the assets of the Company as an entirety shall, if and to (the extent required “Successor Company”) (1) is a Solvent corporation organized under Section 1110 in order that the Loan Trustee shall continue to be entitled to laws of any benefits of Section 1110 with respect to the Aircraft, be a Citizen State of the United States or the District of Columbia and a Certificated Air Carrier (2) expressly and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of unconditionally assumes the due and punctual performance and observance of each covenant and condition all obligations of the Operative Documents Company hereunder and under the Notes by an instrument in writing delivered to which each holder of Notes, and the Successor Company is shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such written assumption has been duly authorized, executed and delivered by such surviving, continuing, resulting or acquiring corporation and constitutes a party legal, valid and binding obligation enforceable against such corporation in accordance with its terms, and as to be performed or observed by such other matters incident to such transactions as the Company; Majority Holders may reasonably request; and (ii) immediately at the time of such transaction and after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iii) except in a case where the Company is the surviving Person of any merger or consolidation, and the Company shall have delivered an Officer’s Certificate to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer holders of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating Notes to such transaction have been complied witheffect). Upon any consolidation or merger, or any No such conveyance, transfer or lease of all or substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any Successor Company that shall theretofore have become such in accordance with the manner prescribed in this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company 10.7 from its liability under this Agreement and or the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or mergerNotes.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall will not consolidate with or merge into with any other Person or convey, transfer or lease all or substantially all of its assets as an entirety in a single transaction or series of transactions (including by way of liquidation) to any PersonPerson except that the Company may consolidate or merge with, unless: or sell, lease or otherwise dispose of all or substantially all of its assets to, any other corporation or limited liability company if (i) either (A) in the Person formed by such consolidation case of a merger or into which consolidation, the Company is merged shall be the surviving or continuing corporation or limited liability company, or (B) the surviving, continuing or resulting Person or the Person that purchases, leases, or otherwise acquires by conveyance, transfer all or lease substantially all of the assets of the Company as an entirety shall, if and to (the extent required “Successor Company”) (1) is a solvent corporation or limited liability company organized under Section 1110 in order that the Loan Trustee shall continue to be entitled to laws of any benefits of Section 1110 with respect to the Aircraft, be a Citizen State of the United States or the District of Columbia and a Certificated Air Carrier (2) expressly and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of unconditionally assumes the due and punctual performance and observance of each covenant and condition all obligations of the Operative Documents Company hereunder and under the Notes by an instrument in writing delivered to which each holder of Notes, and the Successor Company is shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such written assumption has been duly authorized, executed and delivered by such Successor Company and constitutes a party legal, valid and binding obligation enforceable against such Successor Company in accordance with its terms, and as to be performed or observed by such other matters incident to such transactions as the Company; Majority Holders may reasonably request; and (ii) immediately at the time of such transaction and after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iii) except in a case where the Company is the surviving Person of any merger or consolidation, and the Company shall have delivered an Officer’s Certificate to the Loan Trustee holders of the Notes to such effect). “The Company may also convert to a limited liability company under applicable state law, provided that (x) upon such conversion the resulting limited liability company shall expressly and each Liquidity Provider a certificate signed by a Responsible Officer unconditionally ratify and confirm the due and punctual performance of all obligations of the Company stating hereunder and under the Notes by an instrument in writing delivered to each holder of Notes, and shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such consolidationwritten ratification and confirmation has been duly authorized, mergerexecuted and delivered by such resulting limited liability company and each of such ratifications and confirmations, conveyance, transfer or lease and this Agreement and the assumption agreement mentioned Notes, constitutes a legal, valid and binding obligation enforceable against such limited liability company in clause (i) above comply accordance with this Section 6.02(e) its terms, and that all conditions precedent herein provided relating as to such transaction other matters incident to such transactions as the Majority Holders may reasonably request; and (y) at the time of such conversion and after giving effect thereto no Default or Event of Default shall have been complied withoccurred and be continuing (and the Company shall have delivered an Officer’s Certificate to the holders of the Notes to such effect). Upon any consolidation or merger, or any “No such conveyance, transfer or lease of all or substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any Successor Company that shall theretofore have become such in accordance with the manner prescribed in this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company 10.7 from its liability under this Agreement and or the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or mergerNotes.

Appears in 1 contract

Samples: Note Purchase Agreement (Discovery Communications, Inc.)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority or authorities as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines Inc)

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Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shall, if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or 26 Participation Agreement (American Airlines 2021-1 EETC) [Reg. No.] promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority or authorities as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 1 contract

Samples: Note Purchase Agreement (American Airlines, Inc.)

Merger; Consolidation; Transfer of Substantially All Assets. The Company (i) LATAM shall not consolidate with or merge into any other Person under circumstances where LATAM is not the surviving Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: Person unless (iA) immediately prior to such transaction and immediately after giving effect to such transaction no Lease Event of Default or Indenture Event of Default will have occurred or be continuing; (B) the Person formed by such consolidation or into which the Company LATAM is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company LATAM as an entirety shallshall be organized and validly existing under (x) the laws of the Chile or any territory thereof or (y) the laws of the United States of America or any state thereof or the District of Columbia, provided that, in the case of clause (y), such Person shall be a United States certificated air carrier, if and so long as such status is a condition of entitlement to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 of the United States Bankruptcy Reform Act of 1978, as amended, with respect to the Lease or the Aircraft, be a Citizen of the United States and a Certificated Air Carrier and (C) such Person shall execute and deliver to the Loan Trustee Pass Through Trustees, the Subordination Agent, the Escrow Agent and the Paying Agent an agreement in form and substance reasonably satisfactory to them containing the express an assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of LATAM under this Note Purchase Agreement and the Operative Documents Financing Agreements to which the Company LATAM is a party to be performed or observed by the Company;party. (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating to such transaction have been complied with. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company LATAM as an entirety in accordance with this Section 6.02(e6.03(e), the successor Person formed by such consolidation or into which the Company LATAM is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company LATAM under this Agreement and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If Lessee and under the Aircraft is at Financing Agreements. (iii) The Loan Trustee, each of the time registered Pass Through Trustees and the Subordination Agent, the Escrow Agent and the Paying Agent may request an officer’s certificate and an opinion of counsel of LATAM (or such successor) as conclusive evidence that any such consolidation, merger, conveyance, transfer or lease, and any such assumption, complies with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treatyprovisions of this Section 6.03(e), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 1 contract

Samples: Participation Agreement (Latam Airlines Group S.A.)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall will not consolidate with or merge into with any other Person or convey, transfer or lease all or substantially all of its assets as an entirety in a single transaction or series of transactions (including by way of liquidation) to any PersonPerson except that the Company may consolidate or merge with, unless: or sell, lease or otherwise dispose of all or substantially all of its assets to, any other corporation if (i) either (A) in the Person formed by such consolidation case of a merger or into which consolidation, the Company is merged shall be the surviving or continuing corporation, or (B) the surviving, continuing or resulting corporation or the Person corporation that purchases, leases, or otherwise acquires by conveyance, transfer all or lease substantially all of the assets of the Company as an entirety shall, if and to (the extent required “Successor Company”) (1) is a solvent corporation organized under Section 1110 in order that the Loan Trustee shall continue to be entitled to laws of any benefits of Section 1110 with respect to the Aircraft, be a Citizen State of the United States or the District of Columbia and a Certificated Air Carrier (2) expressly and shall execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of unconditionally assumes the due and punctual performance and observance of each covenant and condition all obligations of the Operative Documents Company hereunder and under the Notes by an instrument in writing delivered to which each holder of Notes, and the Successor Company is shall deliver to the holders of the Notes an opinion of nationally recognized independent counsel, in form and substance reasonably satisfactory to the Majority Holders, to the effect that such written assumption has been duly authorized, executed and delivered by such surviving, continuing, resulting or acquiring corporation and constitutes a party legal, valid and binding obligation enforceable against such corporation in accordance with its terms, and as to be performed or observed by such other matters incident to such transactions as the Company; Majority Holders may reasonably request; and (ii) immediately at the time of such transaction and after giving effect to such transaction, thereto no Default or Event of Default shall have occurred and be continuing; and continuing (iii) except in a case where the Company is the surviving Person of any merger or consolidation, and the Company shall have delivered an Officer’s Certificate to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer holders of the Company stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e) and that all conditions precedent herein provided relating Notes to such transaction have been complied witheffect). Upon any consolidation or merger, or any No such conveyance, transfer or lease of all or substantially all of the assets of the Company as an entirety shall have the effect of releasing the Company or any Successor Company that shall theretofore have become such in accordance with the manner prescribed in this Section 6.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company 10.7 from its liability under this Agreement and or the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or mergerNotes.

Appears in 1 contract

Samples: Amendment and Restatement Agreement (Discovery Communications, Inc.)

Merger; Consolidation; Transfer of Substantially All Assets. The Company shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person, unless: (i) the Person formed by such consolidation or into which the Company is merged or the Person that acquires by conveyance, transfer or lease substantially all of the assets of the Company as an entirety shallshall (A) be organized and validly existing under the laws of the United States of America or any state thereof or the District of Columbia, (B) if and to the extent required under Section 1110 in order that the Loan Trustee shall continue to be entitled to any benefits of Section 1110 with respect to the any Aircraft, be a Citizen of the United States and a Certificated Air Carrier Carrier, and shall (C) execute and deliver to the Loan Trustee an agreement containing the express assumption by such successor Person (if other than the Company) of the due and punctual performance and observance of each covenant and condition of the Operative Documents to which the Company is a party to be performed or observed by the Company; (ii) immediately after giving effect to such transaction, no Event of Default shall have occurred and be continuing; and (iii) except in a case where the Company is the surviving Person of any merger or consolidation, the Company shall have delivered to the Loan Trustee and each Liquidity Provider a certificate signed by a Responsible Officer an Officer, and an opinion of counsel (which may be the Company’s General Counsel or such other internal counsel to the Company as shall be reasonably satisfactory to the Trustee), each stating that such consolidation, merger, conveyance, transfer or lease and the assumption agreement mentioned in clause (i) above comply with this Section 6.02(e10.02(e) and that all conditions precedent herein provided relating to such transaction have been complied withwith (except that such opinion need not cover the matters referred to in clause (ii) above and may rely, as to factual matters, on a certificate of an Officer of the Company) and, in the case of such opinion, that such assumption agreement has been duly authorized, executed and delivered by such successor Person and is enforceable against such successor Person in accordance with its terms, except as the same may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the rights of creditors generally and by general principles of equity. Upon any consolidation or merger, or any conveyance, transfer or lease of substantially all of the assets of the Company as an entirety in accordance with this Section 6.02(e10.02(e), the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Agreement Indenture and the other Operative Documents with the same effect as if such successor Person had been named as the Company herein. If the any Aircraft is at the time registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the FAA pursuant to the Transportation Code and registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger. If the any Aircraft is at the time not registered with the FAA, at the time of, or promptly following, any such consolidation or merger, such Person will make such filings and recordings with the applicable aviation authority as shall be necessary to evidence such consolidation or merger, and if the Person formed by such consolidation or into which the Company is merged is located in a “Contracting State” (as such term is used in the Cape Town Treaty), at the time of, or promptly following, any such consolidation or merger, such Person will also make such registration under the Cape Town Treaty as shall be necessary to evidence such consolidation or merger.

Appears in 1 contract

Samples: Indenture and Security Agreement (American Airlines Inc)

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