Permitted Reorganization. Notwithstanding any other provision of this Agreement, the Company may become a wholly-owned subsidiary of a corporation organized under the laws of the State of Delaware (the “New Holding Company”) by means of a merger of the Company with and into a newly organized wholly owned subsidiary of the New Holding Company (the “Permitted Reorganization Merger Subsidiary”), which shall be organized under the laws of the State of Delaware, or another transaction or series of transactions that result in the Company becoming a wholly owned subsidiary of the New Holding Company, provided that:
(a) (i) each of the New Holding Company and the Permitted Reorganization Merger Subsidiary shall be newly organized solely for the purpose of engaging in the Permitted Reorganization and, prior to the consummation of the Permitted Reorganization, shall not have been engaged in any business activities or conducted any operations other than in connection with or as contemplated by the Permitted Reorganization and shall not own any material assets and (ii) prior to the consummation of the Permitted Reorganization, neither the Company nor any of its Subsidiaries shall sell, dispose or otherwise transfer any of their assets to the New Holding Company or the Permitted Reorganization Merger Subsidiary;
(b) prior to the consummation of the Permitted Reorganization, the Company, the New Holding Company and the Agents shall enter into an agreement in writing pursuant to which this Agreement shall be amended as may be necessary or appropriate, in the opinion of the Company and the Agents, to reflect (i) the Company becoming a wholly owned subsidiary of the New Holding Company, (ii) the New Holding Company providing the Parent Company Guarantee and the Parent Company Guarantee constituting a Loan Document, (iii) subject to clause (iv) below, the New Holding Company becoming bound hereby and by the other Loan Documents as if it were the original “Company”, including for purposes of the representations and warranties set forth in Article III hereof, the covenants set forth in Articles V and VI hereof and the Events of Default set forth in Article VII hereof, and (iv) notwithstanding anything to the contrary in clause (iii) above, the Company remaining the primary obligor in respect of the Loans and all the other Obligations, including any such amendments to provide that (A) references to the Company will be modified to be references to the New Holding Company (including such references in cl...
Permitted Reorganization. Notwithstanding anything to the contrary contained in Article V or this Article VI, the Credit Parties and their respective Subsidiaries may engage in all or some of the transactions set forth on Schedule 6.15 in connection with the Permitted Reorganization. In the event the Credit Parties or any of their respective Subsidiaries engages in a transaction set forth on Schedule 6.15 in connection with the Permitted Reorganization, the Borrower shall provide written notice thereof to the Administrative Agent within 60 days thereof, which notice shall identify the entities involved in such transaction and the nature of the transaction.
Permitted Reorganization. The Administrative Agent and each of the Lenders hereby agree that certain restructuring transactions among the Borrowers and their Subsidiaries to be entered into in connection with the Borrowers’ global tax planning (the “Tax Planning Transactions”) may be consented to by the Administrative Agent (such consent not to be unreasonably withheld or delayed) on behalf of the Requisite Lenders and that such Tax Planning Transactions shall not constitute “Investments” or “Dispositions” for purposes of the limitations of this Agreement; provided, however, that the Administrative Agent shall withhold its consent (and shall be deemed to be acting reasonably in withholding such consent) to any such transactions that (i) adversely affect the perfection or priority of the Liens granted pursuant to the Loan Documents, except to the extent any such Liens are replaced by perfected Liens with the same priority on assets with substantially equivalent value, as determined by the Administrative Agent in its sole discretion, (ii) adversely affect the value of any Collateral, including any Stock pledged pursuant to the Loan Documents, except to the extent any such Collateral is replaced with assets with substantially equivalent value, as determined by the Administrative Agent in its sole discretion, or (iii) release any Restricted Subsidiary from its Obligations under the Loan Documents, except to the extent any such guaranty is replaced with a replacement guaranty or other credit support with substantially equivalent value, as determined by the Administrative Agent in its sole discretion.
Permitted Reorganization. (a) The Creditors agree hereby that the Permitted Reorganization is directly authorized by the Financial Documents if all conditions indicated in definition of the term “Permitted Reorganization” in Article 1.1 (Terms) are satisfied.
(b) The Credit Agent undertakes to take actions on request of the Borrower and at the expense of the Borrower and to sign the documents required by the participants of the Group or Pledgers to provide of carrying out of Permitted Reorganization.
Permitted Reorganization. On or prior to the Closing Date, the Seller shall, and shall cause its Subsidiaries to, effect the Permitted Reorganization. The Seller agrees to reasonably consult with the Purchaser with respect to effecting the Permitted Reorganization. Seller shall be responsible for all out-of-pocket costs and expenses arising out of or related to the Permitted Reorganization.
Permitted Reorganization. The Seller and its Subsidiaries shall have effected the Permitted Reorganization in accordance with the terms of Section 5.08.
Permitted Reorganization. Subject in all cases to Section 12.1(b), (a) the Members acknowledge that it may be appropriate and advantageous, including in order to facilitate financing, for the Members to hold their interests in the Company through an intermediate holding company, which intermediate holding company in turn owns an interest in the Company, and (b) accordingly, upon the request of the Manager, the Members shall promptly contribute their Interests in the Company to a new Delaware limited liability company under a limited liability company operating agreement that is substantively identical to this Agreement, and the Members agree to do all things reasonably requested by the Manager to effect such transaction. No such reorganization shall adversely affect the Class B Member’s rights with respect to the Class B Distributions.
Permitted Reorganization. Notwithstanding any covenant, term, default, condition or other provision set forth in this Agreement or any other Loan Document, the Loan Parties and the Covered Subsidiaries shall be permitted (regardless of whether or not the Permitted Reorganization is expressly permitted as a basket under or carveout to any restriction in this Agreement or any other Loan Document) to consummate all or any part of the Permitted Reorganization, and neither the Permitted Reorganization nor any step thereof shall constitute a Default or Event of Default hereunder.
Permitted Reorganization. Anything in the Existing Repurchase Agreement, as amended hereby, or any other Repurchase Document to the contrary notwithstanding, (i) Finance may transfer all or substantially all of its assets to Funding, but subject in all instances, to the prior rights of the Buyer under such Repurchase Documents and provided that the Buyer shall have received an opinion or opinions of outside counsel to Seller with respect to the true sale of the Mortgage Loans from Finance to Funding in form and substance acceptable to Buyer and (ii) on or after the date occurring one year and one day after any such transfer of all or substantially all of the assets of Finance, Finance may be dissolved or liquidated or merged or consolidated with any Subsidiary of the Limited Guarantor; and no Default or Event of Default shall occur under any Repurchase Document solely as a result of the actions described in this Section. Upon any such dissolution, liquidation, merger or consolidation of Abetterwayhome Finance LLC II, Abetterwayhome Finance LLC II shall cease to be a party to the Existing Repurchase Agreement and the other Repurchase Documents.
Permitted Reorganization. Notwithstanding anything to the contrary in this Agreement or any other Credit Document, the Borrower and its Subsidiaries shall be permitted to effectuate the Permitted Reorganization; provided that, as a condition to the Permitted Reorganization, (i) the Administrative Agent and the Lenders shall have received all documentation and other information required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulations, including without limitation the PATRIOT Act that has been requested by the Administrative Agent or the Lenders prior to the Permitted Reorganization (ii) the Obligors shall have taken all necessary steps reasonably requested by the Administrative Agent to ensure the continuing validity, perfection and priority of the security interest in the Collateral after giving effect to the Permitted Reorganization. - 82 -
