Common use of on Certain Terms Clause in Contracts

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity or entities (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Issuer, to any other entity (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.

Appears in 8 contracts

Samples: Indenture (Newmont Mining Corp /De/), Subordinated Debt Indenture (Stolt Offshore S A), Subordinated Debt Indenture (Stolt Offshore S A)

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on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer Corporation with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCorporation), or successive consolidations or mergers in which the Issuer Corporation or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease transfer of all the properties and assets of the Corporation as an entirety or substantially all the property of the Issuer, as an entirety to any other entity Person (whether or not affiliated with the IssuerCorporation) authorized lawfully entitled to acquire and operate the same; provided, however, and the Issuer Corporation hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or leasetransfer, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCorporation, shall be expressly assumed, by indenture supplemental indenture satisfactory hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCorporation) formed by such consolidation, or into which the Issuer Corporation shall have been merged, or by the entity Person which shall have acquired or leased such property properties and assets, and (ii) the Issuer or Corporation shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such salemerger, conveyance or leasetransfer and, be if a supplemental indenture is required in default in the performance of any connection with such covenant or conditiontransaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Appears in 6 contracts

Samples: Subordinated Indenture (Duke Capital Financing Trust Iii), Senior Indenture (Duke Capital Financing Trust Iii), Senior Indenture (Duke Capital Financing Trust V)

on Certain Terms. Nothing contained in this Indenture or in the Debt Securities of any of the Securities series shall prevent any consolidation or merger of the Issuer Company with or into any other entity corporation or entities corporations (whether or not affiliated with the Issuer), Company) or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease other disposition of all or substantially all the property of the IssuerCompany or its successor or successors as an entirety, or substantially as an entirety, to any other entity corporation (whether or not affiliated with the IssuerCompany, or its successor or successors) authorized to acquire and operate the same; provided, however, and that the Issuer Company hereby covenants and agreesagrees that, that upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance conveyance, transfer or leaseother disposition, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the SecuritiesDebt Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the IssuerCompany, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect, applicable to indentures qualified thereunder) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or conditionproperty.

Appears in 5 contracts

Samples: Indenture (Marshall & Ilsley Corp/Wi/), Indenture (Pxre Corp), Indenture (National Commerce Capital Trust I)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity or entities (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Issuer, to any other entity (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerIssuer (including, without limitation, the terms, covenants and conditions contained in Section 11.6), shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.

Appears in 5 contracts

Samples: Indenture (Ahold Finance Usa Inc), Indenture (Ahold Finance Usa Inc), Subordinated Debt Indenture (Royal Ahold)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease transfer of all the properties and assets of the Company as an entirety or substantially all the property of the Issuer, as an entirety to any other entity Person (whether or not affiliated with the IssuerCompany) authorized lawfully entitled to acquire and operate the same; provided, however, and the Issuer Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or leasetransfer, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by indenture supplemental indenture satisfactory hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased such property properties and assets, and (ii) the Issuer or Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such salemerger, conveyance or leasetransfer and, be if a supplemental indenture is required in default in the performance of any connection with such covenant or conditiontransaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Appears in 3 contracts

Samples: Senior Indenture (Duke Power Co /Nc/), Senior Indenture (Duke Power Co /Nc/), Indenture (Duke Energy Field Services LLC)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease transfer of all the properties and assets of the Company as an entirety or substantially all the property of the Issuer, as an entirety to any other entity Person (whether or not affiliated with the IssuerCompany) authorized lawfully entitled to acquire and operate the same; providedPROVIDED, howeverHOWEVER, and the Issuer Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or leasetransfer, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by indenture supplemental indenture satisfactory hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased such property properties and assets, and (ii) the Issuer or Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such salemerger, conveyance or leasetransfer and such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with and that it constitutes the legal, be in default in valid and binding obligation of the performance of any such covenant or conditionsuccessor, subject to the customary exceptions.

Appears in 1 contract

Samples: Indenture (Pfizer Inc)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity Person or entities Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the Issuer, Issuer to any other entity Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, tenor and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, Issuer shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer after giving effect to such transaction, no Event of Default and no event which, after notice or such successor entitylapse of time or both, as the case may be, would become an Event of Default shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Appears in 1 contract

Samples: Indenture (Textron Financial Canada Funding Corp)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation consolidation, merger or merger conversion of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations consolidations, mergers or mergers conversions in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease transfer of all the properties and assets of the Company as an entirety or substantially all the property of the Issuer, as an entirety to any other entity Person (whether or not affiliated with the IssuerCompany) authorized lawfully entitled to acquire and operate the same; provided, however, and the Issuer Company hereby covenants and agrees, that upon any such consolidation, merger, saleconversion, conveyance or leasetransfer, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by indenture supplemental indenture satisfactory hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been mergedmerged or converted, or by the entity Person which shall have acquired or leased such property properties and assets, and (ii) the Issuer or Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such salemerger, conversion, conveyance or leasetransfer and, be if a supplemental indenture is required in default in the performance of any connection with such covenant or conditiontransaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Appears in 1 contract

Samples: Indenture (Texas Eastern Transmission Corp)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease transfer of all the properties and assets of the Company as an entirety or substantially all the property of the Issuer, as an entirety to any other entity Person (whether or not affiliated with the IssuerCompany) authorized lawfully entitled to acquire and operate the same; provided, however, and the Issuer Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or leasetransfer, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities, 45 48 according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by indenture supplemental indenture satisfactory hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased such property properties and assets, and (ii) the Issuer or Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such salemerger, conveyance or leasetransfer and, be if a supplemental indenture is required in default in the performance of any connection with such covenant or conditiontransaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Appears in 1 contract

Samples: Subordinated Indenture (Duke Power Co /Nc/)

on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of either of the Issuer Issuers with or into any other entity Person or entities Persons (whether or not affiliated with the such Issuer), or successive consolidations or mergers in which the such Issuer or its respective successor or successors shall be a party or parties, or shall prevent any sale, conveyance lease, exchange or lease other disposition of all or substantially all the property and assets of either of the Issuer, Issuers to any other entity Person (whether or not affiliated with the such Issuer) authorized to acquire and operate the same; provided, however, and the each Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, exchange or other disposition shall be upon the conditions that (ia) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether such Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the such Issuer) formed by or surviving any such consolidationconsolidation or merger, or into to which the Issuer such sale, lease, exchange or other disposition shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may bemade, shall notbe a corporation or partnership organized under the laws of the United States of America, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.state thereof

Appears in 1 contract

Samples: Senior Indenture (Triton Energy Corp)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity or entities (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease of all or substantially all the property of the Issuer, to any other entity (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.and

Appears in 1 contract

Samples: Indenture (Newmont Mining Corp /De/)

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on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of either of the Issuer Issuers with or into any other entity Person or entities Persons (whether or not affiliated with the such Issuer), or successive consolidations or mergers in which the such Issuer or its respective successor or successors shall be a party or parties, or shall prevent any sale, conveyance lease, exchange or lease other disposition of all or substantially all the property and assets of either of the Issuer, Issuers to any other entity Person (whether or not affiliated with the such Issuer) authorized to acquire and operate the same; provided, however, and the each Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, exchange or other disposition shall be upon the conditions that (ia) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether such Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the such Issuer) formed by or surviving any such consolidationconsolidation or merger, or into to which the Issuer such sale, lease, exchange or other disposition shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may bemade, shall notbe a corporation or partnership organized under the laws of the United States of America, immediately after such merger any state thereof or consolidation, the District of Columbia or such sale, conveyance the Cayman Islands or lease, be in default in the performance of any such covenant or condition.political subdivision thereof; and

Appears in 1 contract

Samples: Senior Indenture (Triton Energy LTD)

on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity Person or entities Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance lease, exchange or lease other disposition of all or substantially all the property and assets of the Issuer, Issuer to any other entity Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, exchange or other disposition shall be upon the conditions that (ia) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether the Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the Issuer) formed by or surviving any such consolidationconsolidation or merger, or into to which the Issuer such sale, lease, exchange or other disposition shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may bemade, shall notbe a corporation or partnership organized under the laws of the United States of America, immediately after such merger any state thereof or consolidation, the District of Columbia or such sale, conveyance the Cayman Islands or lease, be in default in the performance of any such covenant or condition.political subdivision thereof; and

Appears in 1 contract

Samples: Senior Subordinated Indenture (Triton Energy LTD)

on Certain Terms. Nothing contained in this Indenture or in the Debt Securities of any of the Securities series shall prevent any consolidation or merger of the Issuer Company with or into any other entity corporation or entities corporations (whether or not affiliated with the Issuer), Company) or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease other disposition of all or substantially all the property of the IssuerCompany or its successor or successors as an entirety, or substantially as an entirety, to any other entity corporation (whether or not affiliated with the IssuerCompany, or its successor or successors) authorized to acquire and operate the same; provided, however, and that the Issuer Company hereby covenants and agreesagrees that, that upon any such consolidation, mergermerger (where the Company is not the surviving corporation), sale, conveyance conveyance, transfer or leaseother disposition, (i) the due and punctual payment of the principal of (and interestpremium, if any, ) and interest on all of the SecuritiesDebt Securities of all series in accordance with the terms of each series, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture with respect to each series or established with respect to such series to be kept or performed by the IssuerCompany, shall be expressly assumed, assumed by supplemental indenture (which shall conform to the provisions of the Trust Indenture Act, as then in effect, applicable to indentures qualified thereunder) satisfactory in form to the Trustee, Trustee executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such 49 57 consolidation, or into which the Issuer Company shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or conditionproperty.

Appears in 1 contract

Samples: Indenture (Summit Capital Trust I)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer Company with or into any other entity Person or entities Persons (whether or not affiliated with the IssuerCompany), or successive consolidations or mergers in which the Issuer Company or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance or lease transfer of all the properties and assets of the Company as an entirety or substantially all the property of the Issuer, as an entirety to any other entity Person (whether or not affiliated with the IssuerCompany) authorized lawfully entitled to acquire and operate the same; provided, however, and the Issuer Company hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or leasetransfer, (i) the due and punctual payment of the principal of and interestpremium, if any, and interest on all of the Securities, 45 47 according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the IssuerCompany, shall be expressly assumed, by indenture supplemental indenture satisfactory hereto, in form reasonably satisfactory to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the IssuerCompany) formed by such consolidation, or into which the Issuer Company shall have been merged, or by the entity Person which shall have acquired or leased such property properties and assets, and (ii) the Issuer or Company shall deliver to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such salemerger, conveyance or leasetransfer and, be if a supplemental indenture is required in default in the performance of any connection with such covenant or conditiontransaction, such supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with.

Appears in 1 contract

Samples: Subordinated Indenture (Duke Power Co /Nc/)

on Certain Terms. Nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity Person or entities Persons (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance conveyance, transfer or lease of all or substantially all the property of the Issuer, to any other entity Person (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance conveyance, transfer or lease, (i) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity Person which shall have acquired or leased such property and (ii) the Issuer after giving effect to such transaction, no Event of Default and no event which, after notice or such successor entitylapse of time or both, as the case may be, would become an Event of Default shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, have occurred and be in default in the performance of any such covenant or conditioncontinuing.

Appears in 1 contract

Samples: Indenture (Textron Financial Corp)

on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of the Issuer with or into any other entity corporation or entities corporations (whether or not affiliated with the Issuer), or successive consolidations or mergers in which the Issuer or its successor or successors shall be a party or parties, or shall prevent any sale, conveyance lease, exchange or lease other disposition of all or substantially all the property and assets of the Issuer, Issuer to any other entity corporation (whether or not affiliated with the Issuer) authorized to acquire and operate the same; provided, however, and the Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, exchange or other disposition shall be upon the conditions that (ia) immediately after such consolidation, merger, sale, lease, exchange or other disposition the corporation (whether the Issuer or such other corporation) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall not be in default in the performance or observance of any of the terms, covenants and conditions of this Indenture to be kept or performed by the Issuer; (b) the corporation (if other than the Issuer) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, shall be a corporation organized under the laws of the United States of America, any state thereof or the District of Columbia; and (c) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to assumed and the Trustee, executed and delivered to the Trustee by the entity (if other than the Issuer) formed by such consolidation, or into which the Issuer shall have been merged, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entity, as the case may be, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.conversion

Appears in 1 contract

Samples: Senior Subordinated Indenture (Service Corporation International)

on Certain Terms. Nothing Subject to the provisions of Section 9.2, nothing contained in this Indenture or in any of the Securities shall prevent any consolidation or merger of either of the Issuer Issuers with or into any other entity Person or entities Persons (whether or not affiliated with the such Issuer), or successive consolidations or mergers in which the such Issuer or its respective successor or successors shall be a party or parties, or shall prevent any sale, conveyance lease, exchange or lease other disposition of all or substantially all the property and assets of the Issuer, Issuers to any other entity Person (whether or not affiliated with the such Issuer) authorized to acquire and operate the same; provided, however, and the each Issuer hereby covenants and agrees, that upon any such consolidation, merger, sale, conveyance or lease, exchange or other disposition shall be upon the conditions that (ia) immediately after giving effect to such consolidation, merger, sale, lease, exchange or other disposition of the Person (whether such Issuer or such other Person) formed by or surviving any such consolidation or merger, or to which such sale, lease, exchange or other disposition shall have been made, no Event of Default, and no event which after notice or lapse of time or both, would become an Event of Default, shall have occurred and be continuing; (b) the due and punctual payment of the principal of and interest, if any, on all of the Securities, according to their tenor, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed by the Issuer, shall be expressly assumed, by supplemental indenture satisfactory in form to the Trustee, executed and delivered to the Trustee by the entity Person (if other than the such Issuer) formed by or surviving any such consolidationconsolidation or merger, or into to which the Issuer such sale, lease, exchange or other disposition shall have been mergedmade, or by the entity which shall have acquired or leased such property and (ii) the Issuer or such successor entitybe, as in the case may beof the Issuer, shall not, immediately after such merger or consolidation, or such sale, conveyance or lease, be in default in the performance of any such covenant or condition.a

Appears in 1 contract

Samples: Senior Subordinated Indenture (Triton Energy Corp)

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