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

Mergers, Consolidations, Sales of Assets, Etc. It will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person may merge into KCMH in a transaction in which KCMH is the surviving entity) and it will not permit any of its Subsidiaries to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with any Subsidiary, if a Default or Event of Default would result as a result from any such merger or consolidation and, if involving a Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor entity is a Subsidiary of KCMH immediately following such merger or consolidation and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries of KCMH shall be permitted to liquidate or dissolve, except to the extent such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect and provided that upon or prior to the liquidation or dissolution of any Borrower no Borrowings of such Borrower or Letters of Credit issued for the account of such Borrower are outstanding.

Mergers, Consolidations, Sales of Assets, Etc. It (i) The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (A) any Person Subsidiary Guarantor may merge into KCMH the Borrower in a transaction in which KCMH the Borrower is the surviving entity; (B) and it will not permit any of its Subsidiaries to Subsidiary Guarantor may merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate (including in connection with any Subsidiaryacquisition) in a transaction in which the surviving entity is, if a Default or Event concurrently with the consummation of Default would result as a result from any such merger becomes, a Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or consolidation andinto another Person so long as such disposition does not violate clause (ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any State thereof, if involving a provided that (1) the Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor (2) if the surviving entity is a Subsidiary not the Borrower, then (x) the surviving entity assumes all of KCMH immediately following the Borrower's obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such merger or consolidation surviving entity, and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries on the date of KCMH consummation of any such merger, the Borrower shall be permitted to liquidate or dissolve, except deliver to the extent Administrative Agent a certificate of a Financial Officer demonstrating that the Borrower would be in pro forma compliance with Section 7.06 as of the last day of the fiscal quarter then most recently ended (determined as if such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect merger, and provided that upon or prior to any related incurrence of Indebtedness, had occurred on the liquidation or dissolution first day of any Borrower no Borrowings the period of four consecutive fiscal quarters ending on such Borrower or Letters of Credit issued for the account of such Borrower are outstandinglast day).

Mergers, Consolidations, Sales of Assets, Etc. It (i) The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (A) any Person Subsidiary Guarantor may merge into KCMH the Borrower in a transaction in which KCMH the Borrower is the surviving entity; (B) and it will not permit any of its Subsidiaries to Subsidiary Guarantor may merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate (including in connection with any Subsidiaryacquisition) in a transaction in which the surviving entity is, if a Default or Event concurrently with the consummation of Default would result as a result from any such merger becomes, a Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or consolidation andinto another Person so long as such disposition does not violate clause (ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any State thereof, if involving a provided that (1) the Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor (2) if the surviving entity is a Subsidiary not the Borrower, then (x) the surviving entity assumes all of KCMH immediately following the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such merger or consolidation surviving entity, and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries on the date of KCMH consummation of any such merger, the Borrower shall be permitted to liquidate or dissolve, except deliver to the extent Administrative Agent a certificate executed by a Financial Officer of the Borrower demonstrating that the Borrower would be in pro forma compliance with Section 7.06 as of the last day of the fiscal quarter then most recently ended (determined as if such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect merger, and provided that upon or prior to any related incurrence of Indebtedness, had occurred on the liquidation or dissolution first day of any Borrower no Borrowings the period of four consecutive fiscal quarters ending on such Borrower or Letters of Credit issued for the account of such Borrower are outstandinglast day).

Mergers, Consolidations, Sales of Assets, Etc. It will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person may merge into KCMH in a transaction in which KCMH is the surviving entity) and it will not permit any of its Subsidiaries to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with any Subsidiary, if a Default or Event of Default would result as a result from any such merger or consolidation and, if involving a Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor entity is a Subsidiary of KCMH immediately following such merger or consolidation and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries of KCMH shall be permitted to liquidate or dissolve, except to the extent such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect and provided that upon or prior to the liquidation or [**] = Certain information contained in this document, marked by “[**]” has been excluded because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. dissolution of any Borrower no Borrowings of such Borrower or Letters of Credit issued for the account of such Borrower are outstanding.

Mergers, Consolidations, Sales of Assets, Etc. It i. The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (A) any Person Subsidiary Guarantor may merge into KCMH the Borrower in a transaction in which KCMH the Borrower is the surviving entity; (B) and it will not permit any of its Subsidiaries to Subsidiary Guarantor may merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate (including in connection with any Subsidiaryacquisition) in a transaction 77 in which the surviving entity is, if a Default or Event concurrently with the consummation of Default would result as a result from any such merger becomes, a Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or consolidation andinto another Person so long as such disposition does not violate clause (ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any State thereof, if involving a provided that (1) the Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor (2) if the surviving entity is a Subsidiary not the Borrower, then (x) the surviving entity assumes all of KCMH immediately following the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such merger or consolidation surviving entity, and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries on the date of KCMH consummation of any such merger, the Borrower shall be permitted to liquidate or dissolve, except deliver to the extent Administrative Agent a certificate executed by a Financial Officer of the Borrower demonstrating that the Borrower would be in pro forma compliance with Section 7.06 as of the last day of the fiscal quarter then most recently ended (determined as if such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect merger, and provided that upon or prior to any related incurrence of Indebtedness, had occurred on the liquidation or dissolution first day of any Borrower no Borrowings the period of four consecutive fiscal quarters ending on such Borrower or Letters of Credit issued for the account of such Borrower are outstandinglast day).

Mergers, Consolidations, Sales of Assets, Etc. It will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any Person may merge into KCMH in a transaction in which KCMH is the surviving entity) and it will not permit any of its Subsidiaries to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with any Subsidiary, if a Default or Event of Default would result as a result from any such merger or consolidation and, if involving a Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor entity is a [**] = Certain information contained in this document, marked by “[**]” has been excluded because it is both (i) not material and (ii) would likely cause competitive harm to the registrant if publicly disclosed. Subsidiary of KCMH immediately following such merger or consolidation and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries of KCMH shall be permitted to liquidate or dissolve, except to the extent such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect and provided that upon or prior to the liquidation or dissolution of any Borrower no Borrowings of such Borrower or Letters of Credit issued for the account of such Borrower are outstanding.

Mergers, Consolidations, Sales of Assets, Etc. It The Borrowers will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, any 51 Person may merge into KCMH a Borrower in a transaction in which KCMH such Borrower is the surviving entity) and it they will not permit any of its their respective Subsidiaries to merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with any Subsidiary, if a Default or Event of Default would result as a result from any such merger or consolidation and, if involving a Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor entity is a Subsidiary of KCMH a Borrower immediately following such merger or consolidation and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further provided, further, that Subsidiaries of KCMH any Borrower shall be permitted to liquidate or dissolve, except to the extent such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect and provided that upon or prior to the liquidation or dissolution of any Borrower no Borrowings of such Borrower or Letters of Credit issued for the account of such Borrower are outstanding.

Mergers, Consolidations, Sales of Assets, Etc. It (i) The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (A) any Person Subsidiary Guarantor may merge into KCMH the Borrower in a transaction in which KCMH the Borrower is the surviving entity; (B) and it will not permit any of its Subsidiaries to Subsidiary Guarantor may merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate (including in connection with any Subsidiaryacquisition) in a transaction in which the surviving entity is, if a Default or Event concurrently with the consummation of Default would result as a result from any such merger becomes, a Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or consolidation andinto another Person so long as such disposition does not violate clause (ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any State thereof, if involving a provided that (1) the Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor (2) if the surviving entity is a Subsidiary not the Borrower, then (x) the surviving entity assumes all of KCMH immediately following the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such merger or consolidation surviving entity, and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries on the date of KCMH consummation of any such merger, the Borrower shall be permitted to liquidate or dissolve, except deliver to the extent Administrative Agent a certificate of a Financial Officer demonstrating that the Borrower would be in pro forma compliance with Section 7.06 as of the last day of the fiscal quarter then most recently ended (determined as if such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect merger, and provided that upon or prior to any related incurrence of Indebtedness, had occurred on the liquidation or dissolution first day of any Borrower no Borrowings the period of four consecutive fiscal quarters ending on such Borrower or Letters of Credit issued for the account of such Borrower are outstandinglast day).

Mergers, Consolidations, Sales of Assets, Etc. It (i) The Borrower will not, and will not permit any Subsidiary Guarantor to, merge with or into or consolidate with (collectively, “merge” or a “merger”) any other Person, or permit any other Person to merge with or into or consolidate with it, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or substantially all of its Property (in each case, whether now owned or hereafter acquired), or liquidate or dissolve (provided, dissolve; provided that, if at the time thereof and immediately after giving effect thereto no Default or Event of Default shall have occurred and be continuing, (A) any Person Subsidiary Guarantor may merge into KCMH the Borrower in a transaction in which KCMH the Borrower is the surviving entity; (B) and it will not permit any of its Subsidiaries to Subsidiary Guarantor may merge with or into or consolidate with any other Person, or permit any other Person to merge into or consolidate (including in connection with any Subsidiaryacquisition) in a transaction in which the surviving entity is, if a Default or Event concurrently with the consummation of Default would result as a result from any such merger becomes, a Subsidiary Guarantor; (C) any Subsidiary Guarantor may be disposed of pursuant to a merger with or consolidation andinto another Person so long as such disposition does not violate clause (ii) below; (D) any Subsidiary Guarantor may liquidate or dissolve if the Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Borrower and is not materially disadvantageous to the Lenders; and (E) the Borrower may merge with or into any other Person organized under the laws of the United States of America or any State thereof, if involving a provided that (1) the Borrower or a Guarantor, unless such Borrower or Guarantor is the surviving entity or such successor (2) if the surviving entity is a Subsidiary not the Borrower, then (x) the surviving entity assumes all of KCMH immediately following the Borrower’s obligations under this Agreement and the other Loan Documents pursuant to an agreement reasonably satisfactory to the Administrative Agent and (y) the Lenders shall have received all documentation and other information required by bank regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including the USA PATRIOT Act, with respect to such merger or consolidation surviving entity, and expressly assumes the obligations of such Borrower or Guarantor, as applicable, under the Loan Documents; provided further that Subsidiaries on the date of KCMH consummation of any such merger, the Borrower shall be permitted to liquidate or dissolve, except deliver to the extent Administrative Agent a certificate executed by a Financial Officer of the Borrower demonstrating that the Borrower would be in pro forma compliance with Section 7.03 as of the last day of the fiscal quarter then most recently ended (determined as if such liquidation or dissolution would reasonably be expected to result in a Material Adverse Effect merger, and provided that upon or prior to any related incurrence of Indebtedness, had occurred on the liquidation or dissolution first day of any Borrower no Borrowings the period of four consecutive fiscal quarters ending on such Borrower or Letters of Credit issued for the account of such Borrower are outstandinglast day).