Common use of Merger Sale Conveyance and Lease Clause in Contracts

Merger Sale Conveyance and Lease. Section 10.01 MAALP May Consolidate, Etc., Only on Certain Terms. MAALP shall not, in any transaction or series of related transactions, consolidate or merge with or into any Person or sell, lease, assign, transfer or otherwise convey all or substantially all its assets to any Person unless: (1) either (A) in the case of a merger, MAALP shall be the continuing Person, or (B) (i) the successor Person (if other than MAALP) formed by or resulting from such consolidation or into which MAALP is merged, or to which such sale, lease, assignment, transfer or other conveyance of all or substantially all of the assets of MAALP is made, shall be an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, in form and substance reasonably satisfactory to the Trustee, executed by such successor Person and the other parties to this Indenture and delivered to the Trustee, expressly assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on all of the Outstanding Notes and the due and punctual performance and observance of every other obligation in this Indenture and the Outstanding Notes on the part of MAALP to be performed or observed and (ii) in the case of any such consolidation, merger, sale, lease, assignment, transfer or other conveyance involving MAALP, unless MAA has become the successor Person and has assumed MAALP’s obligations under the Outstanding Notes and this Indenture as described above, MAA shall, in such supplemental indenture, expressly agree that its obligations under this Indenture shall remain in full force and effect notwithstanding such transaction; in addition, in the case of any such consolidation, merger, sale, lease, assignment, transfer or other conveyance involving MAALP, if at the time of such transaction CRLP is required, pursuant to this Indenture, to guarantee the Notes, CRLP shall also execute and deliver such supplemental indenture and, in such supplemental indenture, shall expressly agree that its obligations under its Subsidiary Guarantees of the Notes and all of its other obligations under this Indenture with respect to the Notes and its Subsidiary Guarantees, if any, endorsed on the certificates evidencing any Notes shall remain in full force and effect notwithstanding such transaction; (2) immediately after giving effect to such transaction or series of related transactions, as the case may be, and treating any Debt or guarantee which becomes an obligation of MAALP or any of its Subsidiaries as a result of such transaction as having been incurred by MAALP or such Subsidiary, as the case may be, at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3) MAALP and MAA shall have delivered to the Trustee an Officer’s Certificate of MAALP and an Officer’s Certificate of MAA and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article X and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Subsidiary of MAALP may consolidate with, merge into or transfer all or part of its assets or properties to MAALP so long as such transaction complies with the provisions set forth in clauses (1) and (2) of the immediately preceding paragraph and, in case of any such consolidation or merger, MAALP is the continuing or successor Person, and neither (unless such Subsidiary is CRLP and CRLP is at the time of such transaction required pursuant to this Indenture to guarantee the Notes, in which case such transaction must also comply with the provisions set forth in clause (3) of the immediately preceding paragraph) an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith. Section 10.02 MAA May Consolidate, Etc., Only on Certain Terms. MAA shall not, in any transaction or series of related transactions, consolidate or merge with or into any Person or sell, lease, assign, transfer or otherwise convey all or substantially all its assets to any Person unless: (1) either (A) in the case of a merger, MAA shall be the continuing Person, or (B) the successor Person (if other than MAA) formed by or resulting from such consolidation or into which MAA is merged, or to which such sale, lease, assignment, transfer or other conveyance of all or substantially all of the assets of MAA is made, shall be an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, in form and substance reasonably satisfactory to the Trustee, executed by such successor Person and the other parties to this Indenture and delivered to the Trustee, expressly assume the due and punctual performance and observance of every obligation in this Indenture on the part of MAA to be performed or observed; (2) immediately after giving effect to such transaction or series of related transactions, as the case may be, and treating any Debt or guarantee which becomes an obligation of MAALP or any of its Subsidiaries as a result of such transaction as having been incurred by MAALP or such Subsidiary, as the case may be, at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3) MAALP and MAA shall have delivered to the Trustee an Officer’s Certificate of MAALP and an Officer’s Certificate of MAA and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article X and that all conditions precedent herein provided for relating to such transaction have been complied with.

Merger Sale Conveyance and Lease. Section 10.01 MAALP Company May Consolidate, Etc., Only . on Certain TermsTerms . MAALP Subject to Section 9.02, the Company shall notnot consolidate with, in any transaction or series of related transactions, consolidate or merge with or into any Person into, or sell, lease, assignconvey, transfer or otherwise convey all or substantially all its assets to any Person unless: (1) either (A) in the case of a merger, MAALP shall be the continuing Person, or (B) (i) the successor Person (if other than MAALP) formed by or resulting from such consolidation or into which MAALP is merged, or to which such sale, lease, assignment, transfer or other conveyance of lease all or substantially all of the consolidated assets of MAALP is madethe Company and its Subsidiaries, taken as a whole, to, another person (other than the Company or one or more of its Subsidiaries), unless: (a) the resulting, surviving or transferee person (the “Successor Company”), if not the Company, shall be an entity a person organized and existing under the laws of the United States of America, any state State thereof or the District of Columbia Columbia, and shallthe Successor Company (if not the Company) shall expressly assume, by an supplemental indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, in form and substance reasonably satisfactory to the Trustee, executed by such successor Person and the other parties to this Indenture and delivered to the Trustee, expressly assume the due and punctual payment of the principal of, premium, if any, and interest, if any, on all of the Outstanding obligations of the Company under the Notes and the due Indenture with respect to the Notes; and (b) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and punctual performance and observance of every other obligation in this Indenture and be continuing under the Outstanding Notes on the part of MAALP Indenture. Successor Corporation to be performed or observed and (ii) in the Be Substituted . In case of any such consolidation, merger, sale, lease, assignmentconveyance, transfer or other lease and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the due and punctual payment of the principal of and accrued and unpaid interest on all of the Notes, the due and punctual delivery or payment, as the case may be, of any consideration due upon conversion of the Notes and the due and punctual performance of all of the covenants and conditions of the Indenture to be performed by the Company with respect to the Notes, such Successor Company (if not the Company) shall succeed to and, except in the case of any such lease, shall be substituted for the Company, with the same effect as if it had been named herein as the party of the first part. Such Successor Company thereupon may cause to be signed, and may issue either in its own name or in the name of the Company any or all of the Notes issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon a Company Order of such Successor Company instead of the Company and subject to all the terms, conditions and limitations in the Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the Officers of the Company to the Trustee for authentication, and any Notes that such Successor Company thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under the Indenture as the Notes theretofore or thereafter issued in accordance with the terms of the Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance involving MAALPor transfer (but not in the case of a lease), unless MAA has upon compliance with this Article 9, the person named as the “Company” in the first paragraph of this Indenture (or any successor that shall thereafter have become such in the successor Person manner prescribed in this Article 9) may be dissolved, wound up and has assumed MAALP’s liquidated at any time thereafter and, except in the case of a lease, such person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under the Outstanding Notes Indenture and this Indenture as described above, MAA shall, in such supplemental indenture, expressly agree that its obligations under this Indenture shall remain in full force and effect notwithstanding such transaction; in addition, in the Notes. In case of any such consolidation, merger, sale, lease, assignmentconveyance, transfer or other conveyance involving MAALPlease, if at the time of such transaction CRLP is required, pursuant to this Indenture, to guarantee the Notes, CRLP shall also execute changes in phraseology and deliver such supplemental indenture and, form (but not in such supplemental indenture, shall expressly agree that its obligations under its Subsidiary Guarantees of substance) may be made in the Notes and all thereafter to be issued as may be appropriate. Opinion of its other obligations under this Indenture with respect Counsel to the Notes and its Subsidiary GuaranteesBe Given to Trustee . No such consolidation, if anymerger, endorsed on the certificates evidencing any Notes sale, conveyance, transfer or lease shall remain in full force and effect notwithstanding such transaction; (2) immediately after giving effect to such transaction or series of related transactions, as the case may be, and treating any Debt or guarantee which becomes an obligation of MAALP or any of its Subsidiaries as a result of such transaction as having been incurred by MAALP or such Subsidiary, as the case may be, at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3) MAALP and MAA shall have delivered to effective unless the Trustee shall receive an Officer’s Certificate of MAALP and an Officer’s Certificate of MAA and an Opinion of Counsel, each stating with respect to which the Trustee shall be entitled to rely on as conclusive evidence, that such consolidation, merger, sale, assignmentconveyance, transfer, transfer or lease or other conveyance and such assumption and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article X indenture, are permitted or authorized by the Indenture and that all conditions precedent herein provided for relating to such transaction have been complied with. Notwithstanding the foregoing, any Subsidiary of MAALP may consolidate with, merge into or transfer all or part of its assets or properties to MAALP so long as such transaction complies with the provisions set forth in clauses (1) and (2) of the immediately preceding paragraph and, in case of any such consolidation or merger, MAALP is the continuing or successor Person, and neither (unless such Subsidiary is CRLP and CRLP is at the time of such transaction required pursuant to this Indenture to guarantee the Notes, in which case such transaction must also comply with the provisions set forth in clause (3) of the immediately preceding paragraph) an Officer’s Certificate nor an Opinion of Counsel shall be required to be delivered in connection therewith. Section 10.02 MAA May Consolidate, Etc., Only on Certain Terms. MAA shall not, in any transaction or series of related transactions, consolidate or merge with or into any Person or sell, lease, assign, transfer or otherwise convey all or substantially all its assets to any Person unless: (1) either (A) in the case of a merger, MAA shall be the continuing Person, or (B) the successor Person (if other than MAA) formed by or resulting from such consolidation or into which MAA is merged, or to which such sale, lease, assignment, transfer or other conveyance of all or substantially all of the assets of MAA is made, shall be an entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia and shall, by an indenture (or indentures, if at such time there is more than one Trustee) supplemental hereto, in form and substance reasonably satisfactory to the Trustee, executed by such successor Person and the other parties to this Indenture and delivered to the Trustee, expressly assume the due and punctual performance and observance of every obligation in this Indenture on the part of MAA to be performed or observed; (2) immediately after giving effect to such transaction or series of related transactions, as the case may be, and treating any Debt or guarantee which becomes an obligation of MAALP or any of its Subsidiaries as a result of such transaction as having been incurred by MAALP or such Subsidiary, as the case may be, at the time of such transaction, no Event of Default, and no event which, after notice or lapse of time, or both, would become an Event of Default, shall have occurred and be continuing; and (3) MAALP and MAA shall have delivered to the Trustee an Officer’s Certificate of MAALP and an Officer’s Certificate of MAA and an Opinion of Counsel, each stating that such consolidation, merger, sale, assignment, transfer, lease or other conveyance and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture comply with this Article X and that all conditions precedent herein provided for relating to such transaction have been complied with9.