Common use of Permitted Reorganizations Clause in Contracts

Permitted Reorganizations. The Issuer shall not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless: (a) the Successor shall be a Person organized and existing under the laws of Canada or any province or territory of Canada and shall expressly assume, by a Supplemental Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any), including Redemption Price and Repayment Price, and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Issuer or such Successor shall have delivered to the Trustee an Opinion of Counsel (for which the provider of such Opinion of Counsel may rely on an Officer’s Certificate for factual matters), to the effect that such Successor Transaction and such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such Successor Transaction have been complied with, provided, however, that the provisions of this Section 7.1 shall not be applicable to any transaction between or among any one or more of the Issuer, any Guarantor and/or any Subsidiary of any of them, provided that the Issuer continues to exist.

Appears in 2 contracts

Samples: Indenture (Brookfield Renewable Corp), Indenture (Brookfield Renewable Partners L.P.)

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Permitted Reorganizations. The No Issuer shall not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, lease, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless: (a) the Successor shall be a Person organized and existing under the laws of Canada or any province or territory the applicable Issuer’s jurisdiction of Canada formation and shall expressly assume, by a Supplemental Indenture, executed and delivered to the TrusteeTrustee or Trustees, in form satisfactory to the TrusteeTrustee or Trustees, the such Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any), including Redemption Price and Repayment Price, and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Issuer such Issuers to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the such Issuer or such Successor shall have delivered to the Trustee or Trustees an Opinion of Counsel (for which the provider of such Opinion of Counsel may rely on an Officer’s Certificate for factual matters), to the effect that such Successor Transaction and such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such Successor Transaction have been complied with, provided, however, that the provisions of this Section 7.1 shall not be applicable to any transaction between or among any one or more of the Issuer, any Guarantor and/or any Subsidiary of any of them, provided that the Issuer continues to exist.

Appears in 1 contract

Samples: Indenture (Brookfield Infrastructure Partners L.P.)

Permitted Reorganizations. The Issuer shall not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless: (a) the Successor shall be a Person organized and existing under the laws of Canada or any province or territory of Canada and shall expressly assume, by a Supplemental Indenture, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any), including Redemption Price and Repayment Price, and interest on all the Notes and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; (b) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c) the Issuer or such Successor shall have delivered to the Trustee an Opinion of Counsel (for which the provider of such Opinion of Counsel may rely on an Officer’s Certificate for factual matters), to the effect that such Successor Transaction and such Supplemental Indenture comply with this Article and that all conditions precedent herein provided for relating to such Successor Transaction have been complied with, provided, however, that the provisions of this Section 7.1 shall not be applicable to any transaction between sale or among transfer by the Issuer to any one of its Subsidiaries where the Issuer remains the Issuer under this Indenture and the property and assets are not further transferred or more of sold by its Subsidiary to any other Person other than to the Issuer, any a Guarantor and/or any or a Subsidiary of any of them, provided that the Issuer continues to exist.

Appears in 1 contract

Samples: Indenture (Brookfield Property Partners L.P.)

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Permitted Reorganizations. (a) The Issuer shall not enter into any transaction or series of transactions whereby all or substantially all of its undertaking, property and or assets would become the property of any other Person (herein called a “Successor”), whether by way of conveyance, transfer, lease, reorganization, consolidation, amalgamation, arrangement, merger, transfer, sale or otherwise (herein a “Successor Transaction”), unless: (a1) the Successor shall be a Person organized and existing under the laws of Canada or any province or territory its jurisdiction of Canada formation and shall expressly assume, by a Supplemental Indenturean indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, the Issuer’s obligation for the due and punctual payment of the principal of (and premium, if any), including Redemption Price and Repayment Price, and interest on all the Notes Securities and the performance of every covenant of this Indenture on the part of the Issuer to be performed or observed; (b2) immediately after giving effect to such transaction, no Event of Default, and no event which, after notice or lapse of time or both, would become an Event of Default, shall have happened and be continuing; and (c3) the Issuer or such Successor shall have delivered to the Trustee an Opinion of Counsel (for which the provider of such Opinion of Counsel may rely on an Officer’s Certificate for factual matters)and an Opinion of Counsel, to the combined effect that such Successor Transaction and such Supplemental Indenture supplemental indenture comply with this Article and that all conditions precedent herein provided for relating to such Successor Transaction have been complied with, provided, however, that the provisions of this Section 7.1 shall not be applicable to any transaction between or among any one or more of the Issuer, any Guarantor and/or any Subsidiary of any of them, provided that the Issuer continues to exist.

Appears in 1 contract

Samples: Indenture (Brookfield Office Properties Canada)

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