Common use of Mergers, Consolidations, Disposal of Assets, Etc Clause in Contracts

Mergers, Consolidations, Disposal of Assets, Etc. No Credit Party shall merge or consolidate, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, except that, so long as no Event of Default has occurred and is continuing or would result therefrom: (i) any Credit Party may dispose of a Property owned by such Credit Party in the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 11.3.2; and (ii) REIT may, directly or indirectly, merge or consolidate with any other Person so long as (A) REIT shall be the survivor thereof; (B) REIT shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; (C) REIT shall have provided to the Administrative Agent and the Lenders all documentation and other information that the Administrative Agent (on its own behalf or on behalf of any Lender) 101 requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (D) the Administrative Agent has not advised REIT that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Administrative Agent or any Lender; (E) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (F) at the time of consummation of the merger, Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Credit Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 5.1, after giving effect to such consolidation or merger (each of clause (i) - (ii), a “Fundamental Change”). Nothing in this Section shall be deemed to prohibit (i) subject to Section 11.1.3, the leasing of all or portions of Assets in the ordinary course of business for occupancy by the tenants thereunder, or (ii) subject to compliance with the provisions of Section 5.10 hereof, the sale of Assets in the ordinary course of Borrower’s business.

Mergers, Consolidations, Disposal of Assets, Etc. No Credit Party shall merge or consolidate, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, except that, so long as no Event of Default has occurred and is continuing or would result therefrom: (i) any Credit Party may dispose of a Property owned by such Credit Party in the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 11.3.29.03(b); and (ii) REIT or Borrower may, directly or indirectly, merge or consolidate with any other Person so long as (A) REIT or Borrower shall be the survivor thereof; (B) REIT Borrower shall have given the Administrative Agent and the Lenders at least 30 days’ prior written notice of such consolidation or merger; (C) REIT and Borrower shall have provided to the Administrative Agent and the Lenders all documentation and other information that the Administrative Agent (on its own behalf or on behalf of any Lender) 101 requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (D) the Administrative Agent has not advised REIT Borrower that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Administrative Agent or any such Lender; (E) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (F) at the time of consummation of the merger, Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Credit Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 5.16.01, after giving effect to such consolidation or merger (each of clause (i) - (ii), a “Fundamental Change”). Nothing in this Section shall be deemed to prohibit (i) subject to Section 11.1.39.01(c), the leasing of all or portions of Assets in the ordinary course of business for occupancy by the tenants thereunder, or (ii) subject to compliance with the provisions of Section 5.10 Article IX hereof, the sale of Assets in the ordinary course of Borrower’s business.

Mergers, Consolidations, Disposal of Assets, Etc. No Credit Party shall The Borrower will not merge or consolidate, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, except that, so long as no Event of Default has occurred and is continuing or would result therefrom: (i) any Credit Party may dispose of a Property owned by such Credit Party in the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 11.3.2; and (ii) REIT may, directly or indirectly, merge into or consolidate with any other Person, or permit any other Person so long as to merge into or consolidate with it, or, sell, transfer, lease or otherwise dispose of (Ain one transaction or in a series of transactions) REIT all or any substantial part of its assets (whether now owned or hereafter acquired) or the Concession or any frequency allocation under the Concession, or liquidate or dissolve (each a "Merger"), except for (x) transactions permitted under Section 6.06(iv), and (y) Mergers with Approved Merger Candidates; provided that, in the case of such a Merger with an Approved Merger Candidate, (i) the Approved Merger Candidate shall be not have merged with or acquired any other Person after the survivor thereofdate hereof; (Bii) REIT shall have given the Administrative Agent and Borrower is the Lenders at least 30 days’ prior written notice of such consolidation surviving entity or merger; the surviving entity assumes (C) REIT shall have provided pursuant to an instrument reasonably satisfactory to the Administrative Agent and Agent) all the Lenders all documentation and other information that obligations of the Administrative Agent (on its own behalf or on behalf of any Lender) 101 requests in order to comply with its ongoing obligations Borrower under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Actthis Agreement; (D) the Administrative Agent has not advised REIT that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Administrative Agent or any Lender; (Eiii) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (F) at the time of consummation of the merger, Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Credit Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 5.1, after giving effect to such consolidation Merger, no Default will exist; (iv) immediately after giving effect to such Merger, the Loans will rank at least pari passu with all other senior unsecured Indebtedness of the surviving entity, whether now existing or merger hereafter outstanding; (each v) except with respect to a Merger with the Parent, the Administrative Agent shall have received satisfactory evidence that an indicative credit rating of clause (i) - (ii)the proposed entity shall have been obtained within 60 days prior to the closing of such Merger from Standard & Poor's Rating Services, a “Fundamental Change”)division of The McGrxx-Xxxx Xxxpanies, Moodx'x Xxxestors Services Inc. or Duff & Phelxx Xxxdit Rating Co., and such indicative credit rating shall be equal or better than the actual credit rating of the Borrower obtained from any such credit rating company within 60 days prior to the closing of such Merger, provided that the impact of country risk shall have been excluded from the determination of such indicative credit rating and such actual credit rating. Nothing Notwithstanding anything to the contrary in this Section shall be deemed to prohibit (i) subject to Section 11.1.36.03(a), the leasing Borrower will be permitted to Merge with any of its Subsidiaries, provided that the Borrower is the surviving entity or the surviving entity assumes (pursuant to an instrument reasonably satisfactory to the Administrative Agent) all or portions the obligations of Assets in the ordinary course of business for occupancy by the tenants thereunder, or (ii) subject to compliance with the provisions of Section 5.10 hereof, the sale of Assets in the ordinary course of Borrower’s businessBorrower under this Agreement.

Mergers, Consolidations, Disposal of Assets, Etc. No Credit Party shall merge or consolidate, or liquidate, wind-up or dissolve (or suffer any liquidation or dissolution), terminate, discontinue its business or convey, lease, sell, transfer or otherwise dispose of, in one transaction or series of transactions, all or substantially all of its business or property, whether now or hereafter acquired, except that, so long as no Event of Default has occurred and is continuing or would result therefrom: (i) any Credit Party may dispose of a Property owned by such Credit Party in the ordinary course of business and for fair value; provided that if such Property is a Borrowing Base Property, then Borrower shall have complied with Section 11.3.210.3; and (ii) REIT may, directly or indirectly, merge or consolidate with any other Person so long as (A) REIT shall be the survivor thereof; (B) REIT shall have given the Administrative Agent and the Lenders Lender at least 30 days’ prior written notice of such consolidation or merger; (C) REIT shall have provided to the Administrative Agent and the Lenders Lender all documentation and other information that the Administrative Agent (on its own behalf or on behalf of any Lender) 101 Lender requests in order to comply with its ongoing obligations under applicable “know your customer” and anti-money laundering rules and regulations, including the Patriot Act; (D) the Administrative Agent Lender has not advised REIT that such merger or consolidation would result in a violation of any concentration or lending limits applicable by law or regulation applicable to the Administrative Agent or any Lender; (E) immediately prior thereto, and immediately thereafter and after giving effect thereto, no Default or Event of Default has occurred or would result therefrom; and (F) at the time of consummation of the merger, Borrower shall have delivered to the Administrative Agent for distribution to each of the Lenders Lender a Compliance Certificate, calculated on a pro forma basis based on information then available to the Borrower, evidencing the continued compliance by the Credit Parties with the terms and conditions of this Agreement and the other Loan Documents, including without limitation, the financial covenants contained in Section 5.1, after giving effect to such consolidation or merger (each of clause (i) - (ii), a “Fundamental Change”). Nothing in this Section shall be deemed to prohibit (i) subject to Section 11.1.310.3, the leasing of all or portions of Assets in the ordinary course of business for occupancy by the tenants thereunder, or (ii) subject to compliance with the provisions of Section 5.10 Article 10 hereof, the sale of Assets in the ordinary course of Borrower’s business.