Mergers, Consolidations, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that: (a) any Subsidiary may be merged or consolidated with or into the Borrower so long as (i) the Borrower is the surviving entity or (ii) if the Borrower is not the surviving entity, such surviving entity (x) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Subsidiary of the Borrower, (y) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13; (b) any Subsidiary may be merged or consolidated with or into any other Subsidiary, so long as if any Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13; (c) liquidations or dissolutions of Subsidiaries that are not Loan Parties; and (d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (h).
Appears in 2 contracts
Samples: Credit Agreement (HMS Holdings Corp), Credit Agreement (HMS Holdings Corp)
Mergers, Consolidations, Etc. (a) The Borrower Issuer will not, and will not permit any directly or indirectly, in a single transaction or a series of its Subsidiaries torelated transactions, enter (i) consolidate or merge with or into any transaction of merger or consolidation or amalgamationanother Person, or liquidatesell, wind up lease, transfer, convey or dissolve itself otherwise dispose of or assign all or substantially all of the assets of the Issuer, the Co-Issuer and the Restricted Subsidiaries (taken as a whole) or suffer any liquidation or dissolution)(ii) adopt a Plan of Liquidation unless, except thatin either case:
(a1) either:
(A) the Issuer will be the surviving or continuing Person; or
(B) the Person formed by or surviving such consolidation or merger or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Subsidiary Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor expressly assumes, by a supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer and the Co-Issuer under the Notes, this Indenture, the Security Documents, the Registration Rights Agreement and, if the Revolving Credit Facility is then outstanding, the Intercreditor Agreement, and shall cause (i) such amendments, supplements or other instruments to be executed, filed and recorded in such jurisdiction as may be required by applicable law to preserve and protect the lien on the Collateral pledged by the Issuer, together with such financing statements or comparable documents as may be required to perfect any security interest in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions and (ii) the property and assets of the Person which is merged or consolidated with or into the Borrower so long Successor, to the extent that they are property or assets of the types which would constitute Collateral under the Security Documents (other than assets that would qualify as Excluded Property or assets that otherwise may not be made subject to a Lien), to be treated as after-acquired property and the Successor shall take such actions as may be reasonably necessary to cause such property and assets to be made subject to the Lien of the Security Documents in the manner and to the extent provided in this Indenture, in each case in a form reasonably satisfactory to the Trustee;
(2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in clause (1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, no Default or Event of Default shall have occurred and be continuing;
(3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in clause (1)(B) above and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, the Issuer or the Successor, as the case may be, (x) could incur $1.00 of additional Indebtedness pursuant to the Coverage Ratio Exception or (y) shall have an Fixed Charge Coverage Ratio greater than the Fixed Charge Coverage Ratio of the Issuer immediately prior to such transaction and assumption; and
(4) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such transaction and such supplemental indentures, if any, comply with this Indenture.
(b) Notwithstanding the foregoing, Section 5.01(a)(3) and Section 5.01(a)(4) shall not be applicable to (i) the Borrower is the surviving entity Issuer consolidating with, merging into or selling, assigning, transferring, conveying, leasing or otherwise disposing of all or part of its properties and assets to a Restricted Subsidiary and (ii) if the Borrower is not Issuer merging with an Affiliate solely for the surviving entitypurpose and with the sole effect of reincorporating the Issuer, such surviving entity (x) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Subsidiary of the Borrower, (y) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent case may reasonably requestbe, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(b) any Subsidiary may be merged or consolidated with or into any other Subsidiary, another jurisdiction so long as if any Subsidiary party to such transaction is a Loan Partythe amount of Indebtedness of the Issuer, the surviving entity thereof Co-Issuer and the Restricted Subsidiaries is or becomes a Loan Party at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(c) liquidations or dissolutions of Subsidiaries that are not Loan Parties; and
(d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (h)increased thereby.
Appears in 2 contracts
Samples: Indenture (Westmoreland Energy LLC), Indenture (WESTMORELAND COAL Co)
Mergers, Consolidations, Etc. The Borrower will shall not, and will shall not permit any of its Subsidiaries to, enter merge into or consolidate with any transaction of merger Person or consolidation or amalgamationpermit any Person to merge into it, or liquidatesell, wind up transfer, lease or dissolve itself otherwise Dispose of all or substantially all of the Capital Stock of any of its Subsidiaries (in each case, whether now owned or suffer any liquidation or dissolutionhereafter acquired), or liquidate or dissolve, except that:
that (ax) any Subsidiary of the Borrower may be merged merged, consolidated, dissolved, amalgamated or consolidated liquidated with or into the Borrower (so long as (i) the Borrower surviving Person of such merger, consolidation, dissolution, amalgamation or liquidation is the surviving entity Borrower) or any Guarantor (ii) if the Borrower is not so long as the surviving entityPerson of such merger, such surviving entity (x) consolidation, dissolution, amalgamation or liquidation is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Guarantor) and (y) any Subsidiary of the Borrower, (y) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(b) any Subsidiary is not a Loan Party may be merged merged, consolidated, dissolved, amalgamated or consolidated liquidated with or into any other Subsidiary; provided that any such merger, consolidation, dissolution, amalgamation or liquidation pursuant to this clause (y) shall only be permitted pursuant to this Section 6.04, so long as if (a) no Default or Event of Default then exists or would exist immediately after giving effect thereto and (b) any Subsidiary party security interests granted to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under for the Security Documents benefit of the Lenders and the Agents in the Property of (and Capital Stock issued by) any such Person subject to any such transaction shall be maintained remain in full force and effect and perfected and enforceable (to at least the same extent as in effect immediately prior to such merger, consolidation, amalgamation or created in accordance with Section 6.13;
(c) liquidations or dissolutions of Subsidiaries that are not Loan Parties; and
(d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (hliquidation).
Appears in 2 contracts
Samples: Credit Agreement (Retrophin, Inc.), Credit Agreement (Retrophin, Inc.)
Mergers, Consolidations, Etc. The Borrower will notMerge or consolidate with or into any Person, and will not or permit any of its Subsidiaries toto do so, enter other than (x) a merger with or into any transaction Person to effect an Asset Sale permitted pursuant to Section 5.03(d); and (y) in the case of any merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself not permitted by the immediately preceding clause (or suffer any liquidation or dissolutionx), except that:(i) subject to Section 5.01(l)
(a1) the merger or other consolidation of any Subsidiary may be merged or consolidated of TRS with or into any wholly-owned Subsidiary of TRS or (2) the Borrower merger or other consolidation of any Subsidiary of TRS with or into TRS (so long as (i) the Borrower TRS is the surviving entity or entity), (ii) if subject to Section 5.01(l)
(1) the Borrower merger or other consolidation of any Subsidiary of RFR with or into any wholly-owned Subsidiary of RFR or (2) the merger or other consolidation of any Subsidiary of RFR with or into RFR (so long as RFR is not the surviving entity), (iii) the merger of Rayonier with any other Person (including TRS, ROC and RFR), and (iv) the merger of ROC into Rayonier or any other Borrower, provided that, (A) in the case of any merger described in clause (c)(y)(iii), no Default shall have occurred and be continuing at the time of such proposed transaction or would result therefrom, (B) in the case of any merger to which Rayonier is a party, Rayonier shall be the surviving entity, unless the purpose of such surviving entity merger is to reorganize Rayonier under the laws of another state of the United States of America (x) or the District of Columbia), in which case the survivor of such merger shall have assumed all of the obligations of Rayonier under this Agreement and the other Loan Documents to which it is a wholly owned Domestic Subsidiary that is a direct party pursuant to one or indirect parent of more written agreements, each other Subsidiary of the Borrower, (y) enters into an assumption agreement with respect to the Obligations of the Borrower in form and substance reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as (C) after giving effect to the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(b) any Subsidiary may be merged or consolidated with or into any other Subsidiary, so long as if any Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party at the time of consummation of such merger or consolidationtransaction, provided that Rayonier shall be in compliance with the Lien covenants set forth in Section 5.05 (calculated on and security interest in such property granted or to be granted in favor a pro forma basis, as of the Collateral Agent under date of the Security Documents shall be maintained consummation of such transaction but based upon the most recently ended Fiscal Quarter for which financial statements have been or created in accordance with are required to have been delivered pursuant to Section 6.13;
(c) liquidations or dissolutions of Subsidiaries that are not Loan Parties; and
(d) mergers or consolidations permitted by Section 7.06(c5.01(k)), (f)D) the RFR Subsidiary Guarantee Agreement (in the event of merger involving RFR) or the TRS Subsidiary Guarantee Agreement (in the event of merger involving TRS) shall remain in full force and the respective Subsidiary Guarantors shall continue to guarantee the obligations hereunder and under other Loan Documents to the extent guaranteed in each respective Subsidiary Guarantee Agreement, (g) and (h).E) Rayonier and its Subsidiaries shall be in the same line of business as conducted by them immediately prior to such merger;
Appears in 1 contract
Mergers, Consolidations, Etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that:
(a) any Restricted Subsidiary may be merged or consolidated with or into the Borrower so long as (i) the Borrower is the surviving entity or (ii) if the Borrower is not the surviving entity, such surviving entity (xw) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Restricted Subsidiary of the Borrower, (yx) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and Agent, (zy) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;6.13 and (z) the Borrower provides all documentation and information reasonably requested in writing by the Administrative Agent about the successor Borrower to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act.
(b) any Restricted Subsidiary may be merged or consolidated with or into any other Restricted Subsidiary, so long as if any Restricted Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(c) liquidations any Restricted Subsidiary may liquidate or dissolutions dissolve if (i) the Borrower determines in good faith that such liquidation or dissolution is in the best interests of Subsidiaries the Borrower and is not materially disadvantageous to the Lenders and (ii) to the extent such Restricted Subsidiary is a Loan Party, any assets or business not otherwise disposed of or transferred in accordance with Section 7.04 (or, in the case of any such business, discontinued), shall be transferred to, or otherwise owned or conducted by, a Loan Party after giving effect to such liquidation or dissolution; provided that are in the case of any liquidation or dissolution of any Loan Party that results in a distribution of assets to any Restricted Subsidiary that is not a Loan PartiesParty, such distribution shall be treated as an Investment and shall comply with Section 7.06; and
(d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (h).
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Mergers, Consolidations, Etc. The Borrower will not, and will not permit any of its Restricted Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that:
(a) any Restricted Subsidiary may be merged or consolidated with or into the Borrower so long as (i) the Borrower is the surviving entity or (ii) if the Borrower is not the surviving entity, such surviving entity (xw) is a wholly owned Domestic Domes-ticDomestic Subsidiary that is a direct or indirect parent of each other Restricted Subsidiary of the Borrower, (yx) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and Agent, (zy) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;6.13 and (z) the Borrower provides all documentation and information reasonably requested in writing by the Administrative Agent about the successor Borrower to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act.
(b) any Restricted Subsidiary may be merged or consolidated with or into any other Restricted Subsidiary, so long as if any Restricted Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(c) liquidations or dissolutions of Subsidiaries that are not Loan Parties; and
(d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (h).
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)
Mergers, Consolidations, Etc. The Borrower will not, and nor will not it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except thatexcept, so long as no Default shall have occurred and be continuing:
(ai) any Subsidiary may be merged or consolidated with or into the Borrower so long as (i) the Borrower is the surviving entity or (ii) if the Borrower is not the surviving entity, such surviving entity (x) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Subsidiary of the Borrower, (y) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, ; provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents Borrower shall be maintained the continuing or created in accordance with Section 6.13surviving corporation thereof;
(bii) any Subsidiary may be merged or consolidated with or into any other Subsidiary; provided that (A) the Person formed by such merger or consolidation shall be a wholly owned Subsidiary and (B) in the case of any such merger or consolidation to which a Subsidiary Guarantor shall be a party, so long as if any such Person shall be a Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party Guarantor at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(ciii) liquidations in connection with any acquisition permitted under Section 7.05(o), any Subsidiary may merge into or dissolutions of Subsidiaries that are not Loan Partiesconsolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary;
(iv) in connection with any Disposition permitted under Section 7.04, any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary; and
(dv) mergers any Subsidiary may be dissolved, liquidated or consolidations permitted by wound up pursuant to Section 7.06(c), (f), (g) and (h)6.03.
Appears in 1 contract
Samples: Credit Agreement (Pacificare Health Systems Inc /De/)
Mergers, Consolidations, Etc. The Borrower will not, and will not permit any Clause (i) of Section 8.05(a) of the Credit Agreement is hereby amended in its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except thatentirety to read as follows:
(ai) any Subsidiary of the Borrower may be merged merged, consolidated, amalgamated, liquidated, wound up, cancelled or consolidated with or dissolved into the Borrower so long as (ix) the Borrower is the surviving entity or (ii) Borrower, if the Borrower is not shall be the continuing or surviving entitycorporation, such surviving entity or (xy) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each any other Subsidiary of the Borrower; provided that (x) if any such transaction shall be between a Subsidiary of the Borrower and a Wholly Owned Subsidiary of the Borrower, the Wholly Owned Subsidiary shall be the continuing or surviving entity and if any such transaction shall be between a Subsidiary of the Borrower that is a Subsidiary Guarantor and a Subsidiary of the Borrower that is not a Subsidiary Guarantor, the Subsidiary that is a Subsidiary Guarantor shall be the continuing or surviving entity and (y) enters into if any such merger, consolidation, amalgamation, liquidation, winding up, cancellation or dissolution involves any Xxxxxxxxxx Xxxxxxxxxx and another Subsidiary that is not an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(b) any Subsidiary may be merged or consolidated with or into any other Immaterial Subsidiary, so long as if any Subsidiary party to such transaction is a Loan Party, the continuing or surviving entity thereof is or becomes a Loan Party at the time shall not be an Immaterial Subsidiary for purposes of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(c) liquidations or dissolutions of Subsidiaries that are not Loan Partiesthis Agreement; and
(d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (h)”.
Appears in 1 contract
Mergers, Consolidations, Etc. The Borrower will not, and nor will not it permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except thatexcept, so long as no Default has occurred and is continuing:
(ai) any Subsidiary may be merged or consolidated with or into the Borrower so long as (i) the Borrower is the surviving entity or (ii) if the Borrower is not the surviving entity, such surviving entity (x) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Subsidiary of the Borrower, (y) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and (z) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, ; provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents Borrower shall be maintained the continuing or created in accordance with Section 6.13surviving corporation thereof;
(bii) any Subsidiary may be merged or consolidated with or into any other Subsidiary; provided that (A) the Person formed by such merger or consolidation shall be a wholly owned Subsidiary and (B) in the case of any such merger or consolidation to which a Subsidiary Guarantor shall be a party, so long as if any such Person shall be a Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party Guarantor at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(ciii) liquidations in connection with any acquisition permitted under Section 7.05(o) or dissolutions of Subsidiaries that are not Loan Parties7.05(q), any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary;
(iv) in connection with any Disposition permitted under Section 7.04, any Subsidiary may merge into or consolidate with any other Person or permit any other Person to merge into or consolidate with such Subsidiary;
(v) any Subsidiary may be dissolved, liquidated or wound up pursuant to Section 6.03; and
(dvi) mergers or consolidations permitted the merger contemplated by Section 7.06(c), (f), (g) and (h)the AMS Acquisition Agreement.
Appears in 1 contract
Samples: Credit Agreement (Pacificare Health Systems Inc /De/)
Mergers, Consolidations, Etc. The Borrower will not, and will not permit any of its Subsidiaries to, enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation or dissolution), except that:
(a) any Subsidiary may be merged or consolidated with or into the Borrower so long as (i) the Borrower is the surviving entity or (ii) if the Borrower is not the surviving entity, such surviving entity (xw) is a wholly owned Domestic Subsidiary that is a direct or indirect parent of each other Subsidiary of the Borrower, (yx) enters into an assumption agreement with respect to the Obligations of the Borrower reasonably satisfactory to the Administrative Agent and Agent, (zy) if requested by the Administrative Agent, provides such evidence of power and authority and validity of such assumed Obligations as the Administrative Agent may reasonably request, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;6.13 and (z) the Borrower provides all documentation and information reasonably requested in writing by the Administrative Agent about the successor Borrower to the extent required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including, without limitation, the USA PATRIOT Act.
(b) any Subsidiary may be merged or consolidated with or into any other Subsidiary, so long as if any Subsidiary party to such transaction is a Loan Party, the surviving entity thereof is or becomes a Loan Party at the time of consummation of such merger or consolidation, provided that the Lien on and security interest in such property granted or to be granted in favor of the Collateral Agent under the Security Documents shall be maintained or created in accordance with Section 6.13;
(c) liquidations or dissolutions of Subsidiaries that are not Loan Parties; and
(d) mergers or consolidations permitted by Section 7.06(c), (f), (g) and (h).
Appears in 1 contract
Samples: Credit Agreement (HMS Holdings Corp)