Common use of Merger/Sale of Assets Clause in Contracts

Merger/Sale of Assets. The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the Borrower or one of its Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary and (b) mergers solely to change the jurisdiction of organization of a Subsidiary, provided that, in any event, approval in advance by the Required Lenders shall be required for transfer or disposition in any quarter of assets with an aggregate value greater than 10% of Total Asset Value, or any merger resulting in an increase to the Total Asset Value of more than 25% and the Borrower shall, regardless of any such merger or other transaction, continue as a surviving entity. Regardless of whether approval of the Required Lenders is necessary, for any sale, merger, or transfer of any Project or ownership interest in a Project which causes the aggregate value of such transactions in a single calendar quarter to exceed $250,000,000, the Borrower will give prior notice to the Administrative Agent and will deliver to the Administrative Agent a pro-forma compliance certificate based on the results of such transaction demonstrating compliance with the covenants contained herein.

Merger/Sale of Assets. The Each Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the a Borrower or one of its Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary and (b) mergers solely to change the jurisdiction of organization of a Subsidiary, provided that, in any event, approval in advance by the Required Lenders shall be required for transfer or disposition in any quarter of assets with an aggregate value greater than 1020% of Total Asset Value, or any merger resulting in an increase to the Total Asset Value of more than 25% and or any merger in which the Borrower shall, regardless of any such merger or other transaction, Borrowers will not each continue as a surviving entity. Regardless of whether approval of the Required Lenders is necessary, for any sale, merger, or transfer of any Project Property or ownership interest in a Project which causes the aggregate value of such transactions in a single calendar quarter to exceed $250,000,000100,000,000, the Borrower Borrowers will give prior notice to the Administrative Agent and will deliver to the Administrative Agent a pro-forma compliance certificate based on the results of such transaction demonstrating compliance with the covenants contained herein.

Merger/Sale of Assets. The Each Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the Borrower or one of its Subsidiaries such entity is the survivor and mergers of Subsidiaries (but not a Borrower) as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary and (b) mergers solely to change the jurisdiction of organization of a Subsidiary, provided that, in any event, approval in advance by the Required Lenders shall be required for transfer or disposition in any quarter of assets with an aggregate value greater than 10% of Total Asset Value, or any merger resulting in an increase to the Total Asset Value of more than 25% and the Borrower shall, regardless of any such merger or other transaction, continue as a surviving entity%. Regardless of whether approval of the Required Lenders is necessary, for any sale, merger, or transfer of any Project property or ownership partnership interest in a Project which causes the aggregate value of such transactions in a single calendar quarter to exceed $250,000,00050,000,000, the Borrower Borrowers will give prior notice to the Administrative Agent and will deliver to the Administrative Agent a pro-forma compliance certificate based on the results of such transaction demonstrating compliance with the covenants contained herein.

Merger/Sale of Assets. The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the Borrower or one of its Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary and Subsidiary, (b) mergers solely to change the jurisdiction of organization of a Subsidiary, provided that, in any event, approval in advance by the Required Lenders shall be required for transfer or disposition in any fiscal quarter of assets with an aggregate value greater than 10% of Total Asset Value, or any merger resulting in an increase to the Total Asset Value of more than 25% and the Borrower shall, regardless of any such merger or other transaction, continue as a surviving entity, and (c) transfers to or from any co-owner of an interest in any Subsidiary pursuant to buy/sell or similar rights granted in such Subsidiary’s organizational documents. Regardless of whether approval of the Required Lenders is necessary, for any sale, merger, or transfer of any Project or ownership interest in a Project which causes the aggregate value of such transactions in a single calendar quarter to exceed $250,000,000, the Borrower will give prior notice to the Administrative Agent and will deliver to the Administrative Agent a pro-forma compliance certificate based on the results of such transaction demonstrating compliance with the covenants contained herein.

Merger/Sale of Assets. The Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the Borrower or one of its Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary and (b) mergers solely to change the jurisdiction of organization of a Subsidiary, provided that, in any event, approval in advance by the Required Lenders shall be required for transfer or disposition in any fiscal quarter of assets with an aggregate value greater than 10% of Total Asset Value, or any merger resulting in an increase to the Total Asset Value of more than 25% and the Borrower shall, regardless of any such merger or other transaction, continue as a surviving entity. Regardless of whether approval of the Required Lenders is necessary, for any sale, merger, or transfer of any Project or ownership interest in a Project which causes the aggregate value of such transactions in a single calendar quarter to exceed $250,000,000, the Borrower will give prior notice to the Administrative Agent and will deliver to the Administrative Agent a pro-forma compliance certificate based on the results of such transaction demonstrating compliance with the covenants contained herein.

Merger/Sale of Assets. The Each Borrower will not, nor will it permit any of its Subsidiaries to, enter into any merger (other than mergers in which the a Borrower or one of its Subsidiaries is the survivor and mergers of Subsidiaries as part of transactions that are Permitted Acquisitions provided that following such merger the target entity becomes a Wholly-Owned Subsidiary of Borrower), consolidation, reorganization or liquidation or transfer or otherwise dispose of all or a Substantial Portion of their Properties, except for (a) such transactions that occur between Wholly-Owned Subsidiaries or between Borrower and a Wholly-Owned Subsidiary and (b) mergers solely to change the jurisdiction of organization of a Subsidiary, provided that, in any event, approval in advance by the Required Lenders shall be required for transfer or disposition in any quarter of assets with an aggregate value greater than 1020% of Total Asset Value, or any merger resulting in an increase to the Total Asset Value of more than 25% and or any merger in which the Borrower shall, regardless of any such merger or other transaction, Borrowers will not each continue as a surviving entity. Regardless of whether approval of the Required Lenders is necessary, for any sale, merger, or transfer of any Project Property or ownership interest in a Project which causes the aggregate value of such transactions in a single calendar quarter to exceed $250,000,000100,000,000, the Borrower Borrowers will give prior notice to the Administrative Agent and will deliver to the Administrative Agent a pro-forma compliance certificate based on the results of such transaction demonstrating compliance with the covenants contained herein.. 6.13