Common use of Mergers, Sales, Etc Clause in Contracts

Mergers, Sales, Etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless in the case of any merger or consolidation (i) the Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer, Administrative Agent and each Group Agent an agreement, in form and substance reasonably satisfactory to Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of the Originator under this Agreement, (C) no Change in Control shall result, (D) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom and (F) Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

Mergers, Sales, Etc. Consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless in the case of any merger or consolidation (i) the such Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer, Administrative Agent and each Group Agent an agreement, in form and substance reasonably satisfactory to Administrative Agent, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of the such Originator under this Agreement, (C) no Change in Control shall result, (D) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative Agent, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) no Event of Termination or Unmatured Event of Termination has occurred and is continuing or would result therefrom and (F) Administrative Agent receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

Mergers, Sales, Etc. Consolidate The Seller shall not consolidate or merge with or into any other Person or sell, lease or transfer all or substantially all of its property and assets as an entirety to any Person, unless in the case of any merger or consolidation (i) the Originator Seller shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination Default or Unmatured Potential Event of Termination Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer, Administrative Agent and each Group Agent Buyer an agreement, in form and substance reasonably satisfactory to Administrative AgentBuyer, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of the Originator Buyer under this Framework Agreement, (C) no Change in Control shall result, (D) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative AgentBuyer, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) no Event of Termination Default or Unmatured Potential Event of Termination Default has occurred and is continuing or would result therefrom and (F) Administrative Agent Buyer receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

Mergers, Sales, Etc. Consolidate Such Seller Party shall not consolidate or merge with or into any other Person (other than another Seller Party) or sell, lease or transfer all or substantially all of its property and assets as an entirety to any PersonPerson (other than another Seller Party), unless in the case of any merger or consolidation (i) the Originator such Seller Party shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination Default or Unmatured Potential Event of Termination Default has occurred and is continuing or would result therefrom or (ii) (A) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory thereof, (B) the surviving entity shall execute and deliver to Buyer, Administrative Agent and each Group Agent Buyer an agreement, in form and substance reasonably satisfactory to Administrative AgentBuyer, containing an assumption by the surviving entity of the due and punctual performance and observance of each obligation, covenant and condition of the Originator Buyer under this Framework Agreement, (C) no Change in Control shall result, (D) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative AgentBuyer, that its obligations under the Performance Guaranty shall apply to the surviving entity, (E) no Event of Termination Default or Unmatured Potential Event of Termination Default has occurred and is continuing or would result therefrom and (F) Administrative Agent Buyer receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.

Mergers, Sales, Etc. Consolidate Such Seller shall not, unless such Seller is the surviving or continuing entity, consolidate or merge with or into any other Person (other than another Seller hereunder) or sell, lease or transfer all or substantially all of its property and assets as an entirety (other than another Seller hereunder), or agree to do any Personof the foregoing, unless in the case of any merger or consolidation (i) the Originator shall be the surviving entity and (A) no Change in Control shall result and (B) no Event of Termination Default or Unmatured Potential Event of Termination Default has occurred and is continuing or would result therefrom or immediately after giving effect thereto, (ii) such Seller shall have given Buyer not less than ten (A10) the surviving entity shall be an entity organized or existing under the laws of the United States, any state or commonwealth thereof, the District of Columbia or any territory Business Days’ prior written notice thereof, (Biii) if such Seller is not the surviving entity shall execute corporation or if such Seller sells, leases or transfers all or substantially all of its property and deliver assets, the surviving corporation or the Person purchasing or being leased the assets is a Subsidiary of Guarantor and agrees to Buyer, Administrative Agent and each Group Agent an agreement, in form and substance reasonably satisfactory to Administrative Agent, containing an assumption be bound by the surviving entity terms and provisions of the due and punctual performance and observance of each obligation, covenant and condition of the Originator under this AgreementTransaction Agreements applicable to such Seller hereunder, (Civ) no Change in Control shall result, (Dv) Performance Guarantor reaffirms in a writing, in form and substance reasonably satisfactory to Administrative AgentBuyer, that its obligations under the Performance Guaranty shall apply to the surviving entity, (Evi) no Event of Termination or Unmatured Event of Termination Buyer has occurred and is continuing or would result therefrom consented thereto in writing, such consent not to be unreasonably withheld and (Fvii) Administrative Agent Buyer receives such additional certifications, documents, instruments, agreements and opinions of counsel as it shall reasonably request, including as to the necessity and adequacy of any new UCC financing statements or amendments to existing UCC financing statements.