Common use of Prohibition on Fundamental Changes Clause in Contracts

Prohibition on Fundamental Changes. (a) Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted by Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), each Guarantor agrees that it will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with such Guarantor, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that (i) each Guarantor may merge into a Subsidiary in a transaction in which such Guarantor is the surviving corporation, (ii) any Guarantor may merge into any other Guarantor in a transaction in which the surviving entity is a Guarantor, (iii) each Guarantor may sell, transfer, lease or otherwise dispose of such Guarantor's assets to the Issuer or to any other Guarantor and (iv) any Guarantor may liquidate or dissolve if the Issuer determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and is not materially disadvantageous to the Holders, provided that no Default shall have occurred and be continuing as a result of any of the events described in clauses (i), (ii) or (iii) above.

Prohibition on Fundamental Changes. (a) Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted by Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), each Guarantor agrees that it will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with such Guarantor, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that (i) each Guarantor may merge into a Subsidiary in a transaction in which such Guarantor is the surviving corporation, (ii) any Guarantor may merge into any other Guarantor in a transaction in which the surviving entity is a Guarantor, (iii) each Guarantor may sell, transfer, lease or otherwise dispose of such Guarantor's assets to the Issuer Borrower or to any other Guarantor and (iv) any Guarantor may liquidate or dissolve if the Issuer Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and is not materially disadvantageous to the HoldersLenders, provided that no Default shall have occurred and be continuing as a of result of any of the events described in clauses (i), (ii), (iii) or (iiiiv) above.

Prohibition on Fundamental Changes. WORKING CAPITAL AGREEMENT ------------------------- 62 -58- (a) Mergers, Consolidations, Disposal of Assets, Etc. Except as permitted by Section 6.12 (other than clause (vii) thereof) or Section 7.11 (other than clause (v) thereof), each Guarantor agrees that it will not merge into or consolidate with any other Person, or permit any other Person to merge into or consolidate with such Guarantor, or sell, transfer, lease or otherwise dispose of (in one transaction or in a series of transactions) all or any substantial part of its assets (in each case, whether now owned or hereafter acquired), or liquidate or dissolve, except that (i) each Guarantor may merge into a Subsidiary in a transaction in which such Guarantor is the surviving corporation, (ii) any Guarantor may merge into any other Guarantor in a transaction in which the surviving entity is a Guarantor, (iii) each Guarantor may sell, transfer, lease or otherwise dispose of such Guarantor's assets to the Issuer Borrower or to any other Guarantor and (iv) any Guarantor may liquidate or dissolve if the Issuer Borrower determines in good faith that such liquidation or dissolution is in the best interests of the Guarantor and is not materially disadvantageous to the HoldersLenders, provided that no Default shall have occurred and be continuing as a of result of any of the events described in clauses (i), (ii) or (iii) above.