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

Mergers, Sales of Assets, Etc. (i) Merge with or into or consolidate with or into, any Person, or (ii) sell, transfer, convey, lease or otherwise dispose of all or any substantial part of its assets, or permit its Subsidiaries to do so; except for the following, and then only after receipt of all necessary corporate and governmental or regulatory approvals and provided that, before and after giving effect to any such merger, consolidation, sale, transfer, conveyance, lease or other disposition, no Event of Default or Unmatured Default shall have occurred and be continuing: (i) subsidiaries of such Borrower may merge with or consolidate into (x) wholly-owned Subsidiaries of such Borrower so long as, in any such case, the wholly- owned Subsidiary is the survivor and (y) such Borrower so long as such Borrower is the survivor; (ii) such Borrower or any Subsidiary of such Borrower may merge with or consolidate into a Person that is not an Affiliate of such Borrower so long as (1) such Borrower or Subsidiary is the survivor of such merger or consolidation, (2) such Borrower demonstrates pro forma compliance with the financial covenant set forth in Section 7.03 hereof, and (3) such Borrower’s indicative senior unsecured non-credit enhanced long-term debt ratings from S&P and Moody’s in contemplation of such merger or consolidation, and such Borrower’s actual senior unsecured non-credit enhanced long- term debt ratings from S&P and Moody’s following any such merger or consolidation, remain at or above the levels established immediately prior to the merger or consolidation; (iii) CL&P, WMECO and PSNH may sell, lease, transfer, convey or otherwise dispose of transmission assets (1) to another Subsidiary of NU on such basis as permitted by the appropriate regulatory authorities or (2) to any Person on such basis as required by the appropriate regulatory authorities; (iv) Such Borrower may (1) sell, lease, transfer, convey or otherwise dispose of assets of such Borrower to another Borrower or Borrowers and (2) may merge into or with another Borrower or Borrowers; and (v) Such Borrower may sell its assets in the ordinary course of business on customary terms and conditions, including any sale of accounts receivable on reasonable commercial terms (including a commercially reasonably discount). For purposes of this subsection (b), any sale of assets by such Person (in one or a series of transactions) will be deemed to be a “substantial part” of its assets if (i) the book value of such assets exceeds 15% of the total book value of the assets (net of Regulatory Assets) of such Person, as reflected in the most recent financial statements of such Person delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person), or (ii) the gross revenue associated with such assets accounts for more than 15% of the total gross revenue of such Person for the four proceeding fiscal quarters, as reflected in the most recent financial statements of such Person delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person). Notwithstanding anything to the contrary in this Section 7.02(b), each Borrower agrees that it shall not, except in accordance with one or more restructuring plans approved by the appropriate regulatory authorities, sell, transfer or otherwise dispose of (by lease or otherwise, and whether in one or a series of related transactions) any portion of its generation, transmission or distribution assets in excess of 15% of the net utility plant assets of such Borrower, in each case as determined on a cumulative basis from the date of this Agreement through the Termination Date by reference to the published balance sheets of such Borrower.

Mergers, Sales of Assets, Etc. (i) Merge with or into or consolidate with or into, any Person, or (ii) sell, transfer, convey, lease or otherwise dispose of all or any substantial part of its assets, assets or permit its Subsidiaries to do sothe capital stock of any Principal Subsidiary; except for the following, and then only after receipt of all necessary corporate and governmental or regulatory approvals and provided that, before and after giving effect to any such merger, consolidation, sale, transfer, conveyance, lease or other disposition, no Event of Default or Unmatured Default shall have occurred and be continuing: (i) subsidiaries Subsidiaries of such Borrower NU may merge with or consolidate into (x) wholly-owned Subsidiaries of such Borrower NU so long as, in any such case, the wholly- wholly-owned Subsidiary is the survivor and (y) such Borrower NU so long as such Borrower NU is the survivor; (ii) such Borrower NU or any Principal Subsidiary of such Borrower NU may merge with or consolidate into a Person that is not an Affiliate of such Borrower NU so long as (1) NU or such Borrower or Principal Subsidiary is the survivor of such merger or consolidation, (2) such Borrower NU demonstrates pro forma compliance with the financial covenant covenants set forth in Section 7.03 hereof7.03, and (3) such BorrowerNU’s indicative senior unsecured non-credit enhanced long-term debt ratings from S&P and Moody’s Xxxxx’x in contemplation of such merger or consolidation, and such BorrowerNU’s actual senior unsecured non-credit enhanced long- long-term debt ratings from S&P and Moody’s Xxxxx’x following any such merger or consolidation, remain at or above the levels established immediately prior to the merger or consolidation; (iii) CL&P, WMECO and PSNH any Principal Subsidiary may sell, lease, transfer, convey transfer or otherwise dispose of transmission assets (1) to another Subsidiary of NU on such basis as permitted by the appropriate regulatory authorities or (2) to any Person on such basis as required by the appropriate regulatory authorities; (iv) Such Borrower NU or any Principal Subsidiary may (1) sell, lease, transfer, convey or otherwise dispose of assets of such Borrower or security to another Borrower any Principal Subsidiary or Borrowers and (2) may merge into or with another Borrower or Borrowersto NU; and (v) Such the Borrower or any Principal Subsidiary may sell its assets in the ordinary course of business on customary terms and conditions, including any sale of accounts receivable on reasonable commercial terms (including a commercially reasonably reasonable discount)) to obtain funding for any Principal Subsidiary. For purposes of this subsection (b), any sale of assets by such Person the Borrower or any Principal Subsidiary (in one or a series of transactions) will be deemed to be a “substantial part” of its assets if (i) the book value of such assets exceeds 15% of the total book value of the assets (net of Regulatory Assets) of such Person, as reflected in the most recent financial statements of the Borrower or such Person Principal Subsidiary delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person), or (ii) the gross revenue associated with such assets accounts for more than 15% of the total gross revenue of the Borrower or such Person Principal Subsidiary for the four proceeding fiscal quarters, as reflected in the most recent financial statements of the Borrower or such Person Principal Subsidiary delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person). Notwithstanding anything to the contrary in this Section 7.02(b), each the Borrower agrees that it shall will not, and will not cause or permit any of its Principal Subsidiaries to, except in accordance with one or more restructuring plans approved by the appropriate regulatory authorities, sell, transfer or otherwise dispose of (by lease or otherwise, and whether in one or a series of related transactions) ), except to NU or a Principal Subsidiary, any portion of its generation, transmission or distribution assets in excess of 15% of the net utility plant assets of such Borrowerthe Borrower and its Principal Subsidiaries, taken as a whole, in each case as determined on a cumulative basis from the date of this Agreement through the Termination Date by reference to the published balance sheets of such Borrowerthe Borrower and its Principal Subsidiaries.

Mergers, Sales of Assets, Etc. (i) Merge with or into or consolidate with or into, any Person, or (ii) sell, transfer, convey, lease or otherwise dispose of all or any substantial part of its assetsassets or the capital stock of any Principal Subsidiary, or permit its Subsidiaries to do so; except for the following, and then only after receipt of all necessary corporate and governmental or regulatory approvals and provided that, before and after giving effect to any such merger, consolidation, sale, transfer, conveyance, lease or other disposition, no Event of Default or Unmatured Default shall have occurred and be continuing: (i) subsidiaries Subsidiaries of such the Borrower may merge with or consolidate into (x) wholly-owned Subsidiaries of such the Borrower so long as, in any such case, as the wholly- wholly-owned Subsidiary is the survivor and (y) such the Borrower so long as such the Borrower is the survivor; (ii) such the Borrower or any Principal Subsidiary of such the Borrower may merge with or consolidate into a Person that is not an Affiliate of such the Borrower so long as (1) such the Borrower or such Principal Subsidiary is the survivor of such merger or consolidation, (2) such the Borrower demonstrates pro forma compliance with the financial covenant set forth in Section 7.03 hereof7.03, and (3) such the Borrower’s indicative senior unsecured non-credit enhanced long-term debt ratings from S&P and Moody’s Xxxxx’x in contemplation of such merger or consolidation, and such the Borrower’s actual senior unsecured non-credit enhanced long- long-term debt ratings from S&P and Moody’s Xxxxx’x following any such merger or consolidation, remain at or above the levels established immediately prior to the merger or consolidation; (iii) CL&P, WMECO and PSNH the Borrower or any Principal Subsidiary may sell, lease, transfer, convey transfer or otherwise dispose of transmission assets (1) to another Subsidiary of NU on such basis as permitted by the appropriate regulatory authorities or (2) to any Person on such basis as required by the appropriate regulatory authorities; (iv) Such the Borrower and any Principal Subsidiary may (1A) sell, lease, transfer, convey or otherwise dispose of assets of such Borrower to another Borrower PSNH, WMECO or Borrowers Yankee and (2B) may merge into or with another Borrower PSNH, WMECO or BorrowersYankee; and (v) Such the Borrower or any Principal Subsidiary may sell its assets in the ordinary course of business on customary terms and conditions, including any sale of accounts receivable on reasonable commercial terms (including a commercially reasonably reasonable discount). For purposes of this subsection (b), any sale of assets by such any Person (in one or a series of transactions) will be deemed to be a “substantial part” of its assets if (i) the book value of such assets exceeds 15% of the total book value of the assets (net of Regulatory Assets) of such Person, as reflected in the most recent financial statements of such Person delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person), or (ii) the gross revenue associated with such assets accounts for more than 15% of the total gross revenue of such Person for the four proceeding fiscal quarters, as reflected in the most recent financial statements of such Person delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person). Notwithstanding anything to the contrary in this Section 7.02(b), each the Borrower agrees that it shall will not, and will not cause or permit any of its Principal Subsidiaries to, except in accordance with one or more restructuring plans approved by the appropriate regulatory authorities, sell, transfer or otherwise dispose of (by lease or otherwise, and whether in one or a series of related transactions) ), any portion of its generation, transmission or distribution assets in excess of 15% of the net utility plant assets of such Borrowerthe Borrower and its Subsidiaries, taken as a whole, in each case case, as determined on a cumulative basis from the date of this Agreement through the Termination Date by reference to the published balance sheets of such Borrowerthe Borrower and its Subsidiaries.

Mergers, Sales of Assets, Etc. (i) Merge with or into or consolidate with or into, any Person, or (ii) sell, transfer, convey, lease or otherwise dispose of all or any substantial part of its assets, or permit its Subsidiaries to do so; except for the following, and then only after receipt of all necessary corporate and governmental or regulatory approvals and provided that, before and after giving effect to any such merger, consolidation, sale, transfer, conveyance, lease or other disposition, no Event of Default or Unmatured Default shall have occurred and be continuing: (i) subsidiaries of such Borrower may merge with or consolidate into (x) wholly-owned Subsidiaries of such Borrower so long as, in any such case, the wholly- wholly-owned Subsidiary is the survivor and (y) such Borrower so long as such Borrower is the survivor; (ii) such Borrower or any Subsidiary of such Borrower may merge with or consolidate into a Person that is not an Affiliate of such Borrower so long as (1) such Borrower or Subsidiary is the survivor of such merger or consolidation, (2) such Borrower demonstrates pro forma compliance with the financial covenant set forth in Section 7.03 hereof, and (3) such Borrower’s indicative senior unsecured non-credit enhanced long-term debt ratings from S&P and Moody’s Xxxxx’x in contemplation of such merger or consolidation, and such Borrower’s actual senior unsecured non-credit enhanced long- long-term debt ratings from S&P and Moody’s Xxxxx’x following any such merger or consolidation, remain at or above the levels established immediately prior to the merger or consolidation; (iii) CL&P, WMECO and PSNH may sell, lease, transfer, convey or otherwise dispose of transmission assets (1) to another Subsidiary of NU on such basis as permitted by the appropriate regulatory authorities or (2) to any Person on such basis as required by the appropriate regulatory authorities; (iv) Such Borrower may (1) sell, lease, transfer, convey or otherwise dispose of assets of such Borrower to another Borrower or Borrowers and (2) may merge into or with another Borrower or Borrowers; and (v) Such Borrower may sell its assets in the ordinary course of business on customary terms and conditions, including any sale of accounts receivable on reasonable commercial terms (including a commercially reasonably discount). For purposes of this subsection (b), any sale of assets by such Person (in one or a series of transactions) will be deemed to be a “substantial part” of its assets if (i) the book value of such assets exceeds 15% of the total book value of the assets (net of Regulatory Assets) of such Person, as reflected in the most recent financial statements of such Person delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person), or (ii) the gross revenue associated with such assets accounts for more than 15% of the total gross revenue of such Person for the four proceeding fiscal quarters, as reflected in the most recent financial statements of such Person delivered to the Administrative Agent pursuant to Section 7.04 hereof (or, if no such financial statements have been delivered to the Administrative Agent as of the relevant date of determination, the Financial Statements of such Person). Notwithstanding anything to the contrary in this Section 7.02(b), each Borrower agrees that it shall not, except in accordance with one or more restructuring plans approved by the appropriate regulatory authorities, sell, transfer or otherwise dispose of (by lease or otherwise, and whether in one or a series of related transactions) any portion of its generation, transmission or distribution assets in excess of 15% of the net utility plant assets of such Borrower, in each case as determined on a cumulative basis from the date of this Agreement through the Termination Date by reference to the published balance sheets of such Borrower.