Common use of Mergers and Sale of Assets Clause in Contracts

Mergers and Sale of Assets. (a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Hyatt and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted: (i) the sale, lease or transfer of property or assets between and among Credit Parties; (ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (x) the Foreign Borrower or any Guarantor, any assets of such Credit Party are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (y) the Foreign Borrower, the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder; and (iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder. (b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or Hyatt; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation or if a Specified Guarantor is a party thereto, such Specified Guarantor is the surviving entity, (ii) any Subsidiary that is no longer useful in the business of Hyatt and its Subsidiaries, as determined by Hyatt in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party and in the case of a Specified Guarantor, the assets in such Specified Guarantor are transferred to another Specified Guarantor; and (iii) Hyatt or any Subsidiary of Hyatt may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if Hyatt is a party thereto, Hyatt is the surviving entity or if a Specified Guarantor is party thereto, such Specified Guarantor is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom; provided, in each case, that if the Foreign Borrower merges into or consolidates with another Person in accordance with this clause (b) and the Foreign Borrower is not the continuing or surviving Person, the continuing or surviving Person (x) must be a Wholly-Owned Subsidiary of Hyatt, (y) must become the Foreign Borrower substantially simultaneously with such merger or consolidation by assuming all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (z) must be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged with or consolidated into such Person or (II) a jurisdiction approved by each of the Lenders. (c) Notwithstanding the foregoing, prior to the Limitation Date, (i) sell, transfer, lease or otherwise dispose of any assets (including as a result of any merger, consolidation, dissolution, liquidation or other winding up) of Hyatt and its Subsidiaries (other than Permitted Dispositions) unless (x) (A) such sale, transfer, lease or disposal is for fair market value as determined by Hyatt in good faith, (B) at least 75% of the proceeds of such sale, transfer lease or disposal are received by Hyatt or its Subsidiaries are in cash, or, after the Security Release Date, cash, Cash Equivalents and Designated Non-Cash Consideration (or any combination thereof), and (C) the Net Cash Proceeds of any Asset Sale are applied as required by Section 2.8(b)(ii), or (y) (A) such sale, transfer, lease or disposal is in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Code (a “1031 Exchange”) and (B) the aggregate fair market value of the assets sold, transferred, leased or otherwise disposed of pursuant to this clause (y) does not exceed $500,000,000 or (ii) sell, transfer, lease or otherwise dispose of all or substantially all of the material Intellectual Property of Hyatt and its Subsidiaries, taken as a whole, or all or substantially all of the management and franchise agreements of Hyatt and its Subsidiaries, taken as a whole. Upon the sale, transfer or other disposition of any Subsidiary (or dissolution thereof, via merger or otherwise) not prohibited by this Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from all of its obligations under the Credit Documents, including the release of such Subsidiary, if it is a Guarantor hereunder, from its obligations under Section 9 hereof; provided that any such release shall be conditioned on such Subsidiary being released substantially simultaneously from its obligations and guaranty of the Bridge Facility or any Secured Refinancing Facility.

Mergers and Sale of Assets. (a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Hyatt and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted: (i) the sale, lease or transfer of property or assets between and among Credit Parties; (ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (x) the Foreign Borrower or any Guarantor, any assets of such Credit Party are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (y) the Foreign Borrower, the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder; and (iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder. (b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or Hyatt; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation or if a Specified Guarantor is a party thereto, such Specified Guarantor is the surviving entitycorporation, (ii) any Subsidiary that is no longer useful in the business of Hyatt and its Subsidiaries, as determined by Hyatt in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party and in the case of a Specified Guarantor, the assets in such Specified Guarantor are transferred to another Specified GuarantorParty; and (iii) Hyatt or any Subsidiary of Hyatt may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if Hyatt is a party thereto, Hyatt is the surviving entity or if a Specified Guarantor is party thereto, such Specified Guarantor is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom; provided, in each case, that if the Foreign Borrower merges into or consolidates with another Person in accordance with this clause (b) and the Foreign Borrower is not the continuing or surviving Person, the continuing or surviving Person (x) must be a Wholly-Owned Subsidiary of Hyatt, (y) must become the Foreign Borrower substantially simultaneously with such merger or consolidation by assuming all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (z) must be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged with or consolidated into such Person or (II) a jurisdiction approved by each of the Lenders. (c) Notwithstanding the foregoing, prior to the Limitation Date, (i) sell, transfer, lease or otherwise dispose of any assets (including as a result of any merger, consolidation, dissolution, liquidation or other winding up) of Hyatt and its Subsidiaries (other than Permitted Dispositions) unless (x) (A) such sale, transfer, lease or disposal is for fair market value as determined by Hyatt in good faith, (B) at least 75% of the proceeds of such sale, transfer lease or disposal are received by Hyatt or its Subsidiaries are in cash, or, after the Security Release Date, cash, Cash Equivalents and Designated Non-Cash Consideration (or any combination thereof), and (C) the Net Cash Proceeds of any Asset Sale are applied as required by Section 2.8(b)(ii), or (y) (A) such sale, transfer, lease or disposal is in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Code (a “1031 Exchange”) and (B) the aggregate fair market value of the assets sold, transferred, leased or otherwise disposed of pursuant to this clause (y) does not exceed $500,000,000 or (ii) sell, transfer, lease or otherwise dispose of all or substantially all of the material Intellectual Property of Hyatt and its Subsidiaries, taken as a whole, or all or substantially all of the management and franchise agreements of Hyatt and its Subsidiaries, taken as a whole. Upon the sale, transfer or other disposition of any Subsidiary (or dissolution thereof, via merger or otherwise) not prohibited by this Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from all of its obligations under the Credit Documents, including the release of such Subsidiary, if it is a Guarantor hereunder, from its obligations under Section 9 hereof; provided that any such release shall be conditioned on such Subsidiary being released substantially simultaneously from its obligations and guaranty of the Bridge Facility or any Secured Refinancing Facility.

Mergers and Sale of Assets. (a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Hyatt the Borrower and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted: (i) the sale, lease or transfer of property or assets between and among Credit Parties; (ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (x) the Foreign Borrower or any Guarantor, any assets of such Credit Party Guarantor are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (y) the Foreign Borrower, the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunderup; and (iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder. (b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or HyattSubsidiary; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation or if a Specified Guarantor is a party thereto, such Specified Guarantor is the surviving entitycorporation, (ii) any Subsidiary of the Borrower that is no longer useful in the business of Hyatt the Borrower and its Subsidiaries, as determined by Hyatt the Borrower in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party and in the case of a Specified Guarantor, the assets in such Specified Guarantor are transferred to another Specified GuarantorParty; and (iii) Hyatt the Borrower or any Subsidiary of Hyatt the Borrower may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if Hyatt the Borrower is a party thereto, Hyatt is the surviving entity or if a Specified Guarantor is party thereto, such Specified Guarantor Borrower is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom; provided, in each case, that if the Foreign Borrower merges into or consolidates with another Person in accordance with this clause (b) and the Foreign Borrower is not the continuing or surviving Person, the continuing or surviving Person (x) must be a Wholly-Owned Subsidiary of Hyatt, (y) must become the Foreign Borrower substantially simultaneously with such merger or consolidation by assuming all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (z) must be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged with or consolidated into such Person or (II) a jurisdiction approved by each of the Lenders. (c) Notwithstanding the foregoing, prior to the Limitation Date, (i) sell, transfer, lease or otherwise dispose of any assets (including as a result of any merger, consolidation, dissolution, liquidation or other winding up) of Hyatt and its Subsidiaries (other than Permitted Dispositions) unless (x) (A) such sale, transfer, lease or disposal is for fair market value as determined by Hyatt in good faith, (B) at least 75% of the proceeds of such sale, transfer lease or disposal are received by Hyatt or its Subsidiaries are in cash, or, after the Security Release Date, cash, Cash Equivalents and Designated Non-Cash Consideration (or any combination thereof), and (C) the Net Cash Proceeds of any Asset Sale are applied as required by Section 2.8(b)(ii), or (y) (A) such sale, transfer, lease or disposal is in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Code (a “1031 Exchange”) and (B) the aggregate fair market value of the assets sold, transferred, leased or otherwise disposed of pursuant to this clause (y) does not exceed $500,000,000 or (ii) sell, transfer, lease or otherwise dispose of all or substantially all of the material Intellectual Property of Hyatt and its Subsidiaries, taken as a whole, or all or substantially all of the management and franchise agreements of Hyatt and its Subsidiaries, taken as a whole. Upon the sale, transfer or other disposition of any Subsidiary (or dissolution thereof, via merger or otherwise) not prohibited by this Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from all of its obligations under the Credit Documents, including the release of such Subsidiary, Subsidiary if it is a Guarantor hereunder, from its obligations under Section 9 hereof; provided that any such release shall be conditioned on such Subsidiary being released substantially simultaneously from its obligations and guaranty of the Bridge Facility or any Secured Refinancing Facility.

Mergers and Sale of Assets. (a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Hyatt and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted: (i) the sale, lease or transfer of property or assets between and among Credit Parties; (ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (x) the Foreign Borrower or any Guarantor, any assets of such Credit Party are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (y) the Foreign Borrower, the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder; and (iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder. (b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or Hyatt; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation or if a Specified Guarantor is a party thereto, such Specified Guarantor is the surviving entity, (ii) any Subsidiary that is no longer useful in the business of Hyatt and its Subsidiaries, as determined by Hyatt in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party and in the case of a Specified Guarantor, the assets in such Specified Guarantor are transferred to another Specified Guarantor; and (iii) Hyatt or any Subsidiary of Hyatt may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if Hyatt is a party thereto, Hyatt is the surviving entity or if a Specified Guarantor is party thereto, such Specified Guarantor is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom; provided, in each case, that if the Foreign Borrower merges into or consolidates with another Person in accordance with this clause (b) and the Foreign Borrower is not the continuing or surviving Person, the continuing or surviving Person (x) must be a Wholly-Owned Subsidiary of Hyatt, (y) must become the Foreign Borrower substantially simultaneously with such merger or consolidation by assuming all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (z) must be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged with or consolidated into such Person or (II) a jurisdiction approved by each of the Lenders. (c) Notwithstanding the foregoing, prior to the Limitation Date, (i) sell, transfer, lease or otherwise dispose of any assets (including as a result of any merger, consolidation, dissolution, liquidation or other winding up) of Hyatt and its Subsidiaries (other than Permitted Dispositions) unless (x) (A) such sale, transfer, lease or disposal is for fair market value as determined by Hyatt in good faith, (B) at least 75% of the proceeds of such sale, transfer lease or disposal are received by Hyatt or its Subsidiaries are in cash, or, after the Security Release Date, cash, Cash Equivalents and Designated Non-Cash Consideration (or any combination thereof), and (C) the Net Cash Proceeds of any Asset Sale are applied as required by Section 2.8(b)(ii), or (y) (A) such sale, transfer, lease or disposal is in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Code (a “1031 Exchange”) and (B) the aggregate fair market value of the assets sold, transferred, leased or otherwise disposed of pursuant to this clause (y) does not exceed $500,000,000 or (ii) sell, transfer, lease or otherwise dispose of all or substantially all of the material Intellectual Property of Hyatt and its Subsidiaries, taken as a whole, or all or substantially all of the management and franchise agreements of Hyatt and its Subsidiaries, taken as a whole. Upon the sale, transfer or other disposition of any Subsidiary (or dissolution thereof, via merger or otherwise) not prohibited by this Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from all of its obligations under the Credit Documents, including the release of such Subsidiary, if it is a Guarantor hereunder, from its obligations under Section 9 hereof; provided that any such release shall be conditioned on such Subsidiary being released substantially simultaneously from its obligations and guaranty of the Bridge Facility or any Secured Refinancing Facility.

Mergers and Sale of Assets. Neither USANi, the Borrower nor any Guarantor will, nor will any of them permit any Material Subsidiary or Subsidiaries constituting a Material Subsidiary Group to, (a) Dissolveconsolidate or merge with or into any other Person, liquidate except that a Guarantor or wind up its affairs a Wholly Owned Subsidiary may merge with or consolidate into USANi, the Borrower or a Wholly Owned Subsidiary that is a Guarantor and is not a Foreign Subsidiary (provided that USANi, the Borrower or such Wholly Owned Subsidiary, as the case may be, shall be the survivor of such merger or consolidation; provided further that no Subsidiary that is a Guarantor that holds an FCC license may be a party to any merger or consolidation); or (b) except as specifically permitted by Section 5.17, sell, transferassign, lease convey, lease, sublet, transfer or otherwise dispose of all or substantially all of the assets of Hyatt and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted: (i) the sale, lease or transfer of property or assets between and among Credit Parties; (ii) any Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (x) the Foreign Borrower or any Guarantor, any assets of such Credit Party are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (y) the Foreign Borrower, the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder; and (iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided , whether in a single transaction or in a series of related transactions, except that after giving effect to such dissolution, liquidation a Guarantor or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder. (b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or Hyatt; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation or if a Specified Guarantor is a party thereto, such Specified Guarantor is the surviving entity, (ii) any Subsidiary that is no longer useful in the business of Hyatt and its Subsidiaries, as determined by Hyatt in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party and in the case of a Specified Guarantor, the assets in such Specified Guarantor are transferred to another Specified Guarantor; and (iii) Hyatt or any Subsidiary of Hyatt may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if Hyatt is a party thereto, Hyatt is the surviving entity or if a Specified Guarantor is party thereto, such Specified Guarantor is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom; provided, in each case, that if the Foreign Borrower merges into or consolidates with another Person in accordance with this clause (b) and the Foreign Borrower is not the continuing or surviving Person, the continuing or surviving Person (x) must be a Wholly-Owned Subsidiary of Hyatt, (y) must become the Foreign Borrower substantially simultaneously with such merger or consolidation by assuming all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (z) must be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged with or consolidated into such Person or (II) a jurisdiction approved by each of the Lenders. (c) Notwithstanding the foregoing, prior to the Limitation Date, (i) sell, transferassign, lease or otherwise dispose of any assets (including as a result of any mergerconvey, consolidationlease, dissolution, liquidation or other winding up) of Hyatt and its Subsidiaries (other than Permitted Dispositions) unless (x) (A) such sale, transfer, lease or disposal is for fair market value as determined by Hyatt in good faith, (B) at least 75% of the proceeds of such salesublet, transfer lease or disposal are received by Hyatt or its Subsidiaries are in cash, or, after the Security Release Date, cash, Cash Equivalents and Designated Non-Cash Consideration (or any combination thereof), and (C) the Net Cash Proceeds of any Asset Sale are applied as required by Section 2.8(b)(ii), or (y) (A) such sale, transfer, lease or disposal is in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Code (a “1031 Exchange”) and (B) the aggregate fair market value of the assets sold, transferred, leased or otherwise disposed of pursuant to this clause (y) does not exceed $500,000,000 or (ii) sell, transfer, lease or otherwise dispose of all or substantially all of its assets to USANi, the material Intellectual Property Borrower or to a Wholly Owned Subsidiary that is a Guarantor and is not a Foreign Subsidiary; provided, however, that none of Hyatt the foregoing transactions shall be permitted if a Default or an Event of Default has occurred and its Subsidiariesis continuing or would result from the consummation of any such transaction. It is understood and agreed that any consolidation, taken as a wholemerger, sale, assignment, conveyance, letting, subletting, transfer or other disposition of all or substantially all of the management and franchise agreements assets of Hyatt and its Subsidiariesa Non-Material Subsidiary shall be permitted under this Section, taken so long as such Non-Material Subsidiary, together with all other Non-Material Subsidiaries (other than Non-Material Subsidiaries permitted to be sold or exchanged pursuant to Section 5.17(d)) with respect to which there has been, since the date hereof, a whole. Upon the consolidation, merger, sale, assignment, conveyance, letting, subletting, transfer or other disposition of any Subsidiary (all or dissolution thereof, via merger or otherwise) not prohibited by this Agreement, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from substantially all of its obligations under assets, would not (in the Credit Documents, including the release absence of such Subsidiary, if it is transactions) constitute a Guarantor hereunder, from its obligations under Section 9 hereof; provided that any such release shall be conditioned on such Material Subsidiary being released substantially simultaneously from its obligations and guaranty of the Bridge Facility or any Secured Refinancing FacilityGroup.

Mergers and Sale of Assets. (a) Dissolve, liquidate or wind up its affairs or sell, transfer, lease or otherwise dispose of all or substantially all of the assets of Hyatt and its Subsidiaries taken as a whole or agree to do so at a future time to any other Person; provided that the following, without duplication, shall be expressly permitted: (i) the sale, lease or transfer of property or assets between and among Credit Parties; (ii) (x) any Material Subsidiary may dissolve, liquidate or wind up its affairs at any time so long as such dissolution, liquidation or winding up would not reasonably be expected to have a Material Adverse Effect and, in the case of (xa) the any Foreign Borrower or of any Guarantor, any assets of such Credit Party are transferred to another Credit Party in connection with such dissolution, liquidation or winding up and (yb) the any Foreign Borrower, the such Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the such Foreign Borrower shall cease to be a Borrower hereunder, and (y) any Subsidiary (other than a Material Subsidiary) may dissolve, liquidate or wind up its affairs at any time; provided that after giving effect to such dissolution, liquidation or winding up on a Pro Forma Basis no Event of Default shall be in existence or would result therefrom; and (iii) any other dissolution, liquidation or winding up of the affairs of a Subsidiary or any other sale, lease or transfer of property or assets to any Person; provided that after giving effect to such dissolution, liquidation or winding up or sale, lease or transfer of property or assets on a Pro Forma Basis no Default or Event of Default shall be in existence or would result therefrom, and in the case of the Foreign Borrower (and in any event, in the case of any transaction which results in the Foreign Borrower ceasing to be a Wholly Owned Subsidiary), the Foreign Borrower and Hyatt have executed such documents as the Administrative Agent may reasonably request to evidence that the Foreign Borrower shall cease to be a Borrower hereunder. (b) Enter into any transaction of merger or consolidation, except that (i) any Subsidiary may merge or consolidate with or into another Subsidiary or Hyatt; provided that (x) if a Credit Party is a party thereto, a Credit Party will be the surviving corporation and (y) if Hyatt is a party thereto, Hyatt will be the surviving corporation or if a Specified Guarantor is a party thereto, such Specified Guarantor is the surviving entity, corporation; (ii) any Subsidiary that is no longer useful in the business of Hyatt and its Subsidiaries, as determined by Hyatt in its reasonable discretion, may dissolve, liquidate or wind up its affairs at any time by way of merger or consolidation so long as, in the case of a Credit Party, the assets in such Credit Party are transferred to another Credit Party and Party; (iii) any Subsidiary (other than a Material Subsidiary) may enter into any transaction of merger or consolidation; (iv) any Material Subsidiary may enter into any transaction of merger or consolidation; provided that after giving effect to such transaction on a Pro Forma Basis, no Default or Event of Default shall be in the case of a Specified Guarantor, the assets in such Specified Guarantor are transferred to another Specified Guarantorexistence or would result therefrom; and (iiiv) Hyatt or any Subsidiary of Hyatt may merge or consolidate with or into a Pritzker Affiliate or any other Person so long as after giving effect to such merger or consolidation on a Pro Forma Basis (A) if Hyatt is a party thereto, Hyatt is the surviving entity or if a Specified Guarantor is party thereto, such Specified Guarantor is the surviving entity and (B) no Default or Event of Default shall be in existence or would result therefrom; provided, in each case, that if the Foreign Borrower merges into or consolidates with another Person in accordance with this clause (b) and the Foreign Borrower is not the continuing or surviving Person, the continuing or surviving Person (x) must be a Wholly-Owned Subsidiary of Hyatt, (y) must become the Foreign Borrower substantially simultaneously with such merger or consolidation by assuming all of the obligations of the non-surviving or non-continuing Foreign Borrower pursuant to documentation (including, if reasonably requested by the Administrative Agent, legal opinions) in form and substance reasonably satisfactory to the Administrative Agent, and (z) must be organized in a jurisdiction that is either (I) the same jurisdiction as that of the Foreign Borrower that merged with or consolidated into such Person or (II) a jurisdiction approved by each of the Lenders. (c) Notwithstanding the foregoing, prior to the Limitation Date, (i) sell, transfer, lease or otherwise dispose . Upon each of any assets (including as a result of any merger, consolidation, dissolution, liquidation or other winding up) of Hyatt and its Subsidiaries (other than Permitted Dispositions) unless (x) (A) such sale, transfer, lease or disposal is for fair market value as determined by Hyatt in good faith, (B) at least 75% of the proceeds of such sale, transfer lease or disposal are received by Hyatt or its Subsidiaries are in cash, or, after the Security Release Date, cash, Cash Equivalents and Designated Non-Cash Consideration (or any combination thereof), and (C) the Net Cash Proceeds of any Asset Sale are applied as required by Section 2.8(b)(ii), or (y) (A) such sale, transfer, lease or disposal is in connection with an exchange or swap of Property in a transaction covered by Section 1031 of the Code (a “1031 Exchange”) and (B) the aggregate fair market value of the assets sold, transferred, leased or otherwise disposed of pursuant to this clause (y) does not exceed $500,000,000 or (ii) sell, transfer, lease or otherwise dispose of all or substantially all of the material Intellectual Property of Hyatt and its Subsidiaries, taken as a whole, or all or substantially all of the management and franchise agreements of Hyatt and its Subsidiaries, taken as a whole. Upon the sale, transfer or other disposition of any Subsidiary that is a Guarantor (or dissolution thereof, via merger or otherwise) not prohibited by this AgreementAgreement or (y) any other transaction not prohibited by this Agreement if, after giving effect to such transaction, any Subsidiary that is a Guarantor would no longer be required to provide a Guaranty pursuant to Section 5.8, the Administrative Agent shall (to the extent applicable) deliver to the Credit Parties, upon the Credit Parties’ request and at the Credit Parties’ expense, such documentation as is reasonably necessary to evidence the release of such Subsidiary from all of its obligations under the Credit Documents, including the release of such Subsidiary, if it is a Guarantor hereunder, from its obligations under Section 9 hereof; provided that any such release shall be conditioned on such Subsidiary being released substantially simultaneously from its obligations and guaranty of the Bridge Facility or any Secured Refinancing Facility.