Common use of SALES AND ACQUISITIONS OF ASSETS AND INVESTMENTS IN SUBSIDIARIES Clause in Contracts

SALES AND ACQUISITIONS OF ASSETS AND INVESTMENTS IN SUBSIDIARIES. TUC will not (a) consolidate or merge with or into any person unless (i) the surviving corporation is incorporated under the laws of a State of the United States of America and assumes or is responsible by operation of law for all the obligations of TUC hereunder and (i) no Default or Event of Default shall have occurred or be continuing at the time of or after giving effect to such consolidation or merger or (a) sell, lease or otherwise transfer, in a single transaction or in a series of transactions, all or any Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. TUC will not permit any Significant Subsidiary to consolidate or merge with or into, or sell, lease or otherwise transfer all or any Substantial part of its assets to, any person other than TUC or a Wholly Owned Subsidiary (or a person which as a result of such transaction becomes a Wholly Owned Subsidiary), provided that in the case of any merger or consolidation involving TU Electric or Enserch, such person must assume or be responsible by operation of law for all the obligations of TU Electric or Enserch, as applicable, hereunder, and TUC will not in any event permit any such consolidation, merger, sale, lease or transfer if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to any such transaction. Notwithstanding the foregoing, (a) neither TUC nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them, or in the case of Enserch, by Enserch and other businesses reasonably related thereto, (a) neither TUC nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, TUC would not be in compliance with the covenants set forth in Sections 5.11 and 5.12 and (a) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d).

SALES AND ACQUISITIONS OF ASSETS AND INVESTMENTS IN SUBSIDIARIES. TUC It (i) will not, and will not (a) permit any of its Significant Subsidiaries to, consolidate or merge with or into any person unless (iA) in the case of any such transaction involving the Borrower, the surviving corporation person is incorporated the Borrower or another person formed under the laws of a State of the United States of America and assumes or is responsible responsible, by operation of law law, for all the obligations of TUC the Borrower hereunder and (iB) no Default or Event in the case of Default shall have occurred or be continuing at any such transaction involving any such Significant Subsidiary, the time of or after giving effect to survivor is the Borrower, such consolidation or merger or (a) sell, lease or otherwise transfer, in a single transaction or in a series of transactions, all or any Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. TUC will not permit any Significant Subsidiary to consolidate or merge with or into, or sell, lease or otherwise transfer all or any Substantial part of its assets to, any person other than TUC or a Wholly Owned Subsidiary of the Borrower (or a person which as a result of the transaction becomes a Wholly Owned Subsidiary of the Borrower), and (ii) will not, and will not permit any of its Significant Subsidiaries (other than Energy or Oncor) to, make a Significant Disposition to any person other than the Borrower or a Wholly Owned Subsidiary of the Borrower (or a person which as a result of such transaction becomes a Wholly Owned SubsidiarySubsidiary of the Borrower), provided that in the case of any merger or consolidation involving TU Electric or Enserch, such person must assume or be responsible by operation of law for all the obligations of TU Electric or Enserch, as applicable, hereunder, and TUC Borrower will not in any event permit any such consolidation, merger, sale, lease or transfer if any Default or Event of Default relating to the Borrower shall have occurred and be continuing at the time of or after giving effect to any such transaction. Notwithstanding the foregoing, (ax) neither TUC the Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them, or in the case of Enserch, by Enserch them and other businesses reasonably related thereto, (ay) neither TUC the Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, TUC the Borrower would not be in compliance with the covenants set forth in Sections 5.11 and 5.12 and (az) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d).

SALES AND ACQUISITIONS OF ASSETS AND INVESTMENTS IN SUBSIDIARIES. TUC (a) TXU will not (a) consolidate or merge with or into any person unless (i) the surviving corporation is incorporated under the laws of a State of the United States of America and assumes or is responsible responsible, by operation of law law, for all the obligations of TUC TXU hereunder and (iii) no Default or Event of Default shall have occurred or be continuing at the time of or after giving effect to such consolidation or merger or (ab) sell, lease or otherwise transfer, in a single transaction or in a series of transactions, all or any Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. TUC Subject to subsection (b) below, TXU will not permit any Significant Subsidiary to consolidate or merge with or into, or sell, lease or otherwise transfer all or any Substantial part of its assets to, any person other than TUC TXU or a Wholly Owned Subsidiary (or a person which as a result of such transaction becomes a Wholly Owned Subsidiary), provided that in the case of any merger or consolidation involving TU TXU Electric or EnserchTXU Gas, such person must assume or be responsible by operation of law for all the obligations of TU TXU Electric or EnserchTXU Gas, as applicable, hereunder, and TUC TXU will not in any event permit any such consolidation, merger, sale, lease or transfer if any Default or Event of Default shall have occurred and be continuing at the time of or after giving effect to any such transaction. Notwithstanding the foregoing, (a) neither TUC TXU nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them, or in the case of EnserchTXU Gas, by Enserch TXU Gas and other businesses reasonably related thereto, (ab) neither TUC TXU nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, TUC TXU would not be in compliance with the covenants set forth in Sections 5.11 and 5.12 and (ac) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d).

SALES AND ACQUISITIONS OF ASSETS AND INVESTMENTS IN SUBSIDIARIES. TUC It (i) will not, and will not (a) permit any of its Significant Subsidiaries to, consolidate or merge with or into any person unless (iA) in the case of any such transaction involving such Borrower, the surviving corporation person is incorporated such Borrower or another person formed under the laws of a State of the United States of America and assumes or is responsible responsible, by operation of law law, for all the obligations of TUC such Borrower hereunder and (iB) no Default or Event in the case of Default shall have occurred or be continuing at any such transaction involving any such Significant Subsidiary, the time of or after giving effect to survivor is such consolidation or merger or (a) sellBorrower, lease or otherwise transfer, in a single transaction or in a series of transactions, all or any Substantial part of its assets to any person or persons other than a Wholly Owned Subsidiary. TUC will not permit any such Significant Subsidiary to consolidate or merge with or into, or sell, lease or otherwise transfer all or any Substantial part of its assets to, any person other than TUC or a Wholly Owned Subsidiary of such Borrower (or a person which as a result of such transaction becomes a Wholly Owned SubsidiarySubsidiary of such Borrower), provided that and (ii) will not, and will not permit any of its Significant Subsidiaries (other than, in the case of Holdings, Energy or Oncor) to, make a Significant Disposition to any merger person other than such Borrower or consolidation involving TU Electric a Wholly Owned Subsidiary of such Borrower (or Enserch, a person which as a result of such person must assume or be responsible by operation transaction becomes a Wholly Owned Subsidiary of law for all the obligations of TU Electric or Enserch, as applicable, hereunder, and TUC such Borrower); provided that such Borrower will not in any event permit any such consolidation, merger, sale, lease or transfer if any Default or Event of Default relating to such Borrower shall have occurred and be continuing at the time of or after giving effect to any such transaction. Notwithstanding the foregoing, (ax) neither TUC any Borrower nor any of its Subsidiaries will engage to a Substantial extent in businesses other than those currently conducted by them, or in the case of Enserch, by Enserch them and other businesses reasonably related thereto, (ay) neither TUC any Borrower nor any of its Subsidiaries will acquire any Subsidiary or make any investment in any Subsidiary if, upon giving effect to such acquisition or investment, as the case may be, TUC such Borrower would not be in compliance with the covenants set forth in Sections 5.11 (in the case of Holdings only) and 5.12 and (az) nothing in this Section shall prohibit any sales of assets permitted by Section 5.10(d).