Common use of Merger or Consolidation of Guarantor Clause in Contracts

Merger or Consolidation of Guarantor. The Guarantor covenants that it ------------------------------------ will not consolidate with or merge into any other Person, or transfer, convey or lease all or substantially all of its assets or properties to any other Person, and no other Person shall consolidate with or merge into the Guarantor, or transfer, convey or lease all or substantially all of its assets to the Guarantor, unless (i) either the Guarantor shall be the continuing corporation, or the successor shall be a Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such successor shall expressly assume the Guarantor's obligations under this Guarantee Agreement by written instrument in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor, (ii) immediately after such merger or consolidation, or such transfer, conveyance or lease, no Event of Default hereunder, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing, (iii) such consolidation, merger, transfer, conveyance or lease is permitted under the Trust Agreement and Indenture and does not give rise to any breach or violation of the Trust Agreement or Indenture, and (iv) the Guarantee Trustee shall have received an Opinion of Counsel of the Guarantor or such successor Person, as the case may be, to the effect that such consolidation, merger, transfer, conveyance or lease and any such assumption complies with the provisions of this Section and that all conditions precedent herein relating to such transaction have been complied with.

Merger or Consolidation of Guarantor. The Guarantor covenants that it ------------------------------------ will not consolidate with or merge into any other Person, or transfer, convey or lease all or substantially all of its assets or properties to any other Person, and no other Person shall consolidate with or merge into the Guarantor, or transfer, convey or lease all or substantially all of its assets to the Guarantor, unless (i) either the Guarantor shall be the continuing corporation, or the successor shall be a Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such successor shall expressly assume the Guarantor's obligations under this Guarantee Agreement by written instrument in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor, (ii) immediately after such merger or consolidation, or such transfer, conveyance or lease, no Event of Default hereunder, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing, (iii) such consolidation, merger, transfer, conveyance or lease is permitted under the Trust Agreement and Indenture and does not give rise to any breach or violation of the Trust Agreement or Indenture, Indenture and (iv) the Guarantee Trustee shall have received an Opinion opinion of Counsel counsel of the Guarantor or such successor Personperson, as the case may be, to the effect that such consolidation, merger, transfer, conveyance or lease and any such assumption complies with the provisions of this Section and that all conditions precedent herein relating to such transaction have been complied with.lease

Merger or Consolidation of Guarantor. The Guarantor covenants that it ------------------------------------ will not consolidate with or merge into any other Person, or transfer, convey or lease all or substantially all of its assets or properties to any other Person, and no other Person shall consolidate with or merge into the Guarantor, or transfer, convey or lease all or substantially all of its assets to the Guarantor, unless (i) either the Guarantor shall be the continuing corporation, or the successor shall be a Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such successor shall expressly assume the Guarantor's obligations under this Guarantee Agreement by written instrument in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor, (ii) immediately after such merger or consolidation, or such transfer, conveyance or lease, no Event of Default hereunder, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing, (iii) such consolidation, merger, transfer, conveyance or lease is permitted under the Trust Agreement and Indenture and does not give rise to any breach or violation of the Trust Agreement or Indenture, Indenture and (iv) the Guarantee Trustee shall have received an Opinion opinion of Counsel counsel of the Guarantor or such successor Personperson, as the case may be, to the effect that such consolidation, merger, transfer, conveyance or lease and any such assumption complies with the provisions of this Section and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger or Consolidation of Guarantor. The Guarantor covenants that it ------------------------------------ will not consolidate with or merge into any other Person, or transfer, convey or lease all or substantially all of its assets or properties to any other Person, and no other Person shall consolidate with or merge into the Guarantor, or transfer, convey or lease all or substantially all of its assets to the Guarantor, unless (i) either the Guarantor shall be the continuing corporation, or the successor shall be a Person organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and such successor shall expressly assume the Guarantor's obligations under this Guarantee Agreement by written instrument in form satisfactory to the Trustee, executed and delivered to the Trustee by such successor, (ii) immediately after such merger or consolidation, or such transfer, conveyance or lease, no Event of Default hereunder, and no event which, after notice or lapse of time or both would become an Event of Default, shall have happened and be continuing, (iii) such consolidation, merger, transfer, conveyance or lease is permitted under the Trust Agreement and Indenture and does not give rise to any breach or violation of the Trust Agreement or Indenture, and (iv) the Guarantee Trustee shall have received an Opinion opinion of Counsel counsel of the Guarantor or such successor Person, as the case may be, to the effect that such consolidation, merger, transfer, conveyance or lease and any such assumption complies with the provisions of this Section and that all conditions precedent herein relating to such transaction have been complied with.

Merger or Consolidation of Guarantor. The Guarantor covenants that it ------------------------------------ will not not, in any transaction or series of related transactions, consolidate with or merge into any other Personwith, or transfersell, lease, assign, transfer or otherwise convey or lease all or substantially all of its assets to, or properties to merge with or into, any other Person, and no other Person shall consolidate with or merge into the Guarantor, or transfer, convey or lease all or substantially all of its assets to the Guarantor, unless (i) either the Guarantor shall be the continuing corporationPerson, or the successor Person (if other than the Guarantor) formed by or resulting from any such consolidation or merger or which shall be have received the transfer of such assets is a Person corporation, partnership, limited liability company or other entity organized and existing under the laws of the United States of America or a State thereof or the District of Columbia and shall expressly assume, by supplemental indenture executed by such successor corporation and delivered by it to the Trustee (which supplemental indenture shall expressly assume the Guarantor's obligations under this Guarantee Agreement by written instrument in form comply with Article Nine hereof and shall be reasonably satisfactory to the Trustee), executed and delivered all of the Guarantor’s obligations with respect to the Trustee Outstanding Securities of each series guaranteed by such successor, Guarantor and the observance of all of the covenants and conditions contained in this Indenture and the related Guarantee to be performed or observed by such Guarantor; (ii) immediately after giving effect to such merger or consolidation, or such transfer, conveyance or leasetransaction, no Event of Default hereunderDefault, and no event which, after notice or the lapse of time time, or both both, would become an Event of Default, shall have happened occurred and shall be continuing, ; and (iii) the Guarantor shall have delivered to the Trustee the Officers’ Certificate and Opinion of Counsel required pursuant to below. In the event that the Guarantor is not the continuing corporation, then, for purposes of clause (ii) of the preceding sentence, the successor corporation shall be deemed to be such “Guarantor” referred to in such clause (ii). Any consolidation, merger, sale, lease, assignment, transfer or conveyance permitted under Section 1604 is also subject to the condition precedent that the Trustee receive an Officers’ Certificate and an Opinion of Counsel to the effect that any such consolidation, merger, transfersale, conveyance lease, assignment, transfer or lease is permitted under the Trust Agreement and Indenture and does not give rise to any breach or violation of the Trust Agreement or Indentureconveyance, and (iv) the Guarantee Trustee shall have received an Opinion of Counsel of the Guarantor or such assumption by any successor Personcorporation, as the case may be, to the effect that such consolidation, merger, transfer, conveyance or lease and any such assumption complies with the provisions of this Section Article and that all conditions precedent herein provided for relating to such transaction have been complied with.