Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no Subsidiary Guarantor shall consolidate with, merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless: (i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and (ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Notwithstanding Section 13.04(a)(i), and for the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another Person.
Appears in 1 contract
Samples: Indenture (Semtech Corp)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties property and assets to (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Issuer or another PersonSubsidiary Guarantor), unless:
(i1) such Subsidiary Guarantor is the resultingcontinuing Person, surviving or transferee the Person (the “Successor if other than such Subsidiary Guarantor”), if not the Company ) formed by such consolidation or a into which such Subsidiary Guarantor, Guarantor is a Wholly Owned merged or that acquired such property and assets of such Subsidiary of the Company Guarantor is an entity organized and validly existing under the laws of the United States of America, or any State state or jurisdiction thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assumeassumes, by a supplemental indenture indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under the relevant Subsidiary Guarantee, the Notes and this Indenture; and;
(ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing continuing; and
(3) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into such Subsidiary Guarantor are assets that are Collateral under this Indenture. Notwithstanding Section 13.04(a)(i)Indenture and the Security Documents, and for the avoidance of doubtsuch successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of this Indenture and the Security Documents in the manner and to the extent required in this Indenture and the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and the Security Documents. In case of any such consolidation, merger, salesale or conveyance and upon the assumption by the successor Person, conveyanceby supplemental indenture, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect executed and delivered to the Credit Agreement (Trustee and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect satisfactory in form to the Credit Agreement)Trustee, such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets Note Guarantee of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be and the sale, conveyance, transfer or lease due and punctual performance of all or substantially all of the properties covenants and assets conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantor to another PersonNote Guarantees had been issued at the date of the execution hereof.
Appears in 1 contract
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person whether or not affiliated with such Subsidiary Guarantor unless:
(a) subject to the provisions of Section 13.04(b)Section 11.04 hereof, no Subsidiary Guarantor shall consolidate with, merge with the Person formed by or into, surviving any such consolidation or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume, by supplemental indenture assumes all of the obligations of such Subsidiary Guarantor under Guarantor, pursuant to a supplemental indenture in form and substance reasonably satisfactory to the relevant Trustee, in respect of the Notes, this Indenture and such Subsidiary Guarantor's Subsidiary Guarantee, the Notes and this Indenture; and;
(iib) immediately after giving effect to such transaction, no Default or Event of Default exists; and
(c) the Company has delivered to the Trustee an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation or merger and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article and that all conditions precedent herein provided for relating to such transaction have been complied with. In case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the obligations of the Subsidiary Guarantor in respect of the Notes, this Indenture and such Subsidiary Guarantor's Subsidiary Guarantee, such successor Person shall have occurred succeed to and be continuing under this Indenture. Notwithstanding Section 13.04(a)(i), and substituted for the avoidance Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles IV and V hereof, nothing contained in this Indenture or in any of doubt, if the Notes shall prevent any such consolidation, merger, sale, conveyance, transfer consolidation or lease involving merger of a Subsidiary Guarantor would result in such with or into the Company or another Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement)Guarantor, such or shall prevent any sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to the Company or another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: First Supplemental Indenture (Pride International Inc)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 11.05 or Article Five or Article Six, no Subsidiary Guarantor shall consolidate with, merge with may sell or into, or sell, convey, transfer or lease otherwise dispose of all or substantially all of its properties and assets to to, or consolidate, amalgamate or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Issuer or another Subsidiary Guarantor, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(ii1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indenture. Notwithstanding exists;
(2) either:
(a) subject to Section 13.04(a)(i)11.05 hereof, and for the avoidance of doubt, if Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation, mergeramalgamation or merger unconditionally assumes all the obligations of that Subsidiary Guarantor, salepursuant to a supplemental indenture, conveyanceunder the Notes, transfer this Indenture and the Subsidiary Guarantee on the terms set forth herein or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all therein; or
(b) the Net Proceeds of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed are applied in accordance with the applicable provisions of this Indenture, including without limitation, Section 5.10 hereof; and the Issuer has delivered to not violate the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that all conditions precedent provided for under in this Section 13.04 (assuming 11.04 have been complied with. In case of any such consolidation, amalgamation merger, sale or conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Subsidiary Guarantee endorsed upon the Notes and the due and punctual performance of all other of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor to the date of such amalgamation, consolidation, merger, sale or conveyance, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any or all of the Subsidiary Guarantees to be endorsed upon all of the Notes issuable hereunder which theretofore shall not have been signed by the Issuer and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Article Five and Article Six hereof, notwithstanding clauses (a) and (b) of paragraph (2) above, nothing contained in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer Indenture or lease of all or substantially all in any of the properties and assets of one Notes will prevent any consolidation, amalgamation or more Subsidiaries merger of a Subsidiary Guarantor to with or into Xxxxxxx or another Person (other than one Subsidiary Guarantor, or more Subsidiaries will prevent any sale or conveyance of any one or more Subsidiary Guarantors), which properties and assets, if held by such the property of a Subsidiary Guarantor instead of such Subsidiaries, would constitute all as an entirety or substantially all of the properties and assets of such as an entirety to Xxxxxxx or another Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall consolidate with, or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties property and assets to (as an entirety or substantially an entirety in one transaction or a series of related transactions) to, any Person (other than the Issuer or another PersonSubsidiary Guarantor), unless:
(i1) such Subsidiary Guarantor is the resultingcontinuing Person, surviving or transferee the Person (the “Successor if other than such Subsidiary Guarantor”), if not the Company ) formed by such consolidation or a into which such Subsidiary Guarantor, Guarantor is a Wholly Owned merged or that acquired such property and assets of such Subsidiary of the Company Guarantor is an entity organized and validly existing under the laws of the United States of America, or any State state or jurisdiction thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assumeassumes, by a supplemental indenture indenture, executed and delivered to the Trustee, all of the obligations of such Subsidiary Guarantor on the Note Guarantees and under the relevant Subsidiary Guarantee, the Notes and this Indenture; and;
(ii2) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing continuing; and
(3) to the extent any assets of the Person which is merged, consolidated or amalgamated with or into such Subsidiary Guarantor are assets that are Collateral under this Indenture. Notwithstanding Section 13.04(a)(i)Indenture and the Security Documents, and for the avoidance of doubtsuch successor Person will take such action, if any, as may be reasonably necessary to cause such property and assets to be made subject to the Lien of this Indenture and the Security Documents in the manner and to the extent required in this Indenture and the Security Documents and shall take all reasonably necessary action so that such Lien is perfected to the extent required by this Indenture and the Security Documents. In case of any such consolidation, merger, salesale or conveyance and upon the assumption by the successor Person, conveyanceby supplemental indenture, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect executed and delivered to the Credit Agreement (Trustee and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect satisfactory in form to the Credit Agreement)Trustee, such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets Note Guarantee of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be and the sale, conveyance, transfer or lease due and punctual performance of all or substantially all of the properties covenants and assets conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantor to another PersonNote Guarantees had been issued at the date of the execution hereof.
Appears in 1 contract
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no (a) No Subsidiary Guarantor shall shall, and the Company will not permit any Subsidiary Guarantor to, consolidate with, with or merge with or into, or sell, convey, transfer or lease all or substantially all of its consolidated properties and assets to another Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company company, corporation, partnership or limited liability company or similar entity organized and existing under the laws of the United States of America, any State thereof a Permitted Jurisdiction or the District of Columbiasame jurisdiction as such Subsidiary Guarantor, and such the Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assumeassumes, by supplemental indenture or other applicable documents or instruments all of the obligations of such the Subsidiary Guarantor under the relevant Subsidiary Notes, this Indenture and the Notes Collateral Documents and the Guarantee, the Notes and this Indenture; andas applicable;
(ii) immediately after giving effect the Successor Guarantor (if other than such Subsidiary Guarantor) has delivered or caused to such transactionbe delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, no Default or Event of Default shall have occurred and be continuing under this Indenture. Notwithstanding Section 13.04(a)(i), and for the avoidance of doubt, if any each stating that such consolidation, mergeramalgamation, salemerger or transfer and such supplemental indenture (if any) comply with this Indenture.
(b) Notwithstanding the foregoing, conveyance, transfer or lease involving (1) a Subsidiary Guarantor would result in may merge, amalgamate or consolidate with an Affiliate incorporated solely for the purpose of reincorporating or reorganizing such Subsidiary Guarantor being released from all in a Permitted Jurisdiction or may convert into a limited liability company, corporation, partnership or similar entity organized or existing under the laws of its guarantee obligations with respect to any Permitted Jurisdiction so long as the Credit Agreement (and no Successor amount of Indebtedness of such Subsidiary Guarantor assumes such guarantee obligations is not increased thereby and (2) a Subsidiary Guarantor may merge, amalgamate or consolidate with respect to the Credit Agreement)Issuer or any Subsidiary Guarantor.
(c) In addition, such sale notwithstanding the foregoing, a Subsidiary Guarantor may consolidate, amalgamate or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a)merge with or into or wind up into, the saleliquidate, conveyancedissolve, transfer or lease sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets to the properties and assets of one Issuer or more Subsidiaries of a any Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: Indenture (Gannett Co., Inc.)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 14.05 hereof, no Subsidiary Guarantor shall consolidate with, merge with may sell or into, or sell, convey, transfer or lease otherwise dispose of all or substantially all of its properties and assets to to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(ii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing exists; and
(ii) either:
(A) the Person surviving any such consolidation or merger is the Subsidiary Guarantor; or
(B) subject to Section 14.05 hereof, the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation or merger (if other than the Subsidiary Guarantor) assumes all the obligations of that Subsidiary Guarantor under this IndentureIndenture and its Subsidiary Guarantee on the terms set forth herein or therein, pursuant to a supplemental indenture reasonably satisfactory to the Trustee. Notwithstanding Section 13.04(a)(i), and for the avoidance In case of doubt, if any such consolidation, merger, salesale or conveyance and upon the assumption by the successor Person, conveyanceby supplemental indenture, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect executed and delivered to the Credit Agreement (Trustee and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect satisfactory in form to the Credit Agreement)Trustee, such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions of the Subsidiary Guarantee set forth in this Article 13 are satisfied). For purposes Section 14.01 hereof and the due and punctual performance of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties covenants and assets conditions of one this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor. Such successor Person thereupon may cause to be signed any supplemental indenture evidencing the Subsidiary Guarantee in respect of the Securities issuable hereunder which theretofore shall not have been signed by the Company and delivered to the Trustee. All such Subsidiary Guarantees will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Except as set forth in Article 5 hereof, and notwithstanding clauses ii(a) and (b) above, nothing contained in this Indenture or more Subsidiaries in any of the Securities will prevent any consolidation or merger of a Subsidiary Guarantor to with or into the Company or another Person (other than one Subsidiary Guarantor, or more Subsidiaries will prevent any sale or conveyance of any one or more Subsidiary Guarantors), which properties and assets, if held by such the property of a Subsidiary Guarantor instead of such Subsidiaries, would constitute all as an entirety or substantially all of as an entirety to the properties and assets of such Company or another Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: Indenture (Titan International Inc)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no A Subsidiary Guarantor shall consolidate with, merge with may not sell or into, or sell, convey, transfer or lease otherwise dispose of all or substantially all of its properties and or assets to to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(iia) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing exists; and
(b) either:
(1) (A) such Subsidiary Guarantor is the surviving Person or (B) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Indenture. Notwithstanding Section 13.04(a)(iIndenture (including its Subsidiary Guarantee), and for on the avoidance terms set forth herein, pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or
(2) such transaction does not violate the provisions of doubt, if this Indenture described in Section 4.10. In case of any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to not violate this Section 13.04 (assuming all other conditions set forth the Trustee and satisfactory in this Article 13 are satisfied). For purposes form to the Trustee, of this Section 13.04(a), the sale, conveyance, transfer or lease Subsidiary Guarantee of all or substantially such Subsidiary Guarantor and the due and punctual performance of all of the properties covenants and assets conditions of one or more Subsidiaries of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor Guarantor. Such successor Person thereupon may cause to another Person (other than one be signed any or more Subsidiaries all of any one or more the Subsidiary Guarantors), Guarantee notations to be endorsed upon all of the Notes issuable hereunder which properties and assets, if held theretofore shall not have been signed by such Subsidiary Guarantor instead and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of such Subsidiaries, would constitute this Indenture as though all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be Guarantees had been issued at the sale, conveyance, transfer or lease of all or substantially all date of the properties and assets of such Subsidiary Guarantor to another Personexecution hereof.
Appears in 1 contract
Samples: Indenture (Oasis Petroleum Inc.)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 10.05 hereof, no Subsidiary Guarantor shall may consolidate with, with or merge with or into, into (whether or sell, convey, transfer not such Subsidiary Guarantor is the surviving Person) another Person whether or lease all or substantially all of its properties and assets to another Person, not affiliated with such Subsidiary Guarantor unless:
(ia) subject to Section 10.05 hereof, the resulting, Person formed by or surviving any such consolidation or transferee Person merger (the “Successor Subsidiary Guarantor”), if not the Company or other than a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof Guarantor or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary GuarantorCompany) shall expressly assume, by supplemental indenture unconditionally assumes all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary GuaranteeGuarantor, the Notes and this Indenture; and
(ii) immediately after giving effect pursuant to such transaction, no Default or Event of Default shall have occurred and be continuing a supplemental indenture under this Indenture, the Subsidiary Guarantee; or
(b) the Subsidiary Guarantor complies with the requirements of Article 5 hereof. Notwithstanding Section 13.04(a)(i), and for the avoidance In case of doubt, if any such consolidation, merger, salesale or conveyance and upon the assumption by the successor Person, conveyanceby supplemental indenture, transfer or lease involving executed and delivered to the Trustee of the Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor would result Guarantor. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantor being released from all Guarantees had been issued at the date of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer Indenture or lease of all or substantially all in any of the properties and assets of one Notes shall prevent any consolidation or more Subsidiaries merger of a Subsidiary Guarantor to with or into the Company or another Person (other than one Subsidiary Guarantor, or more Subsidiaries shall prevent any sale or conveyance of any one or more Subsidiary Guarantors), which properties and assets, if held by such the property of a Subsidiary Guarantor instead of such Subsidiaries, would constitute all as an entirety or substantially all of as an entirety to the properties and assets of such Company or another Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: Indenture (Cascades Inc)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)The Company shall not permit any Subsidiary Guarantor to, and no Subsidiary Guarantor shall shall, consolidate with, merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets assets, in one transaction or any series of related transactions, to another Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(iia) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing under this Indenture. Notwithstanding ;
(b) either:
(i) if the provisions of Section 13.04(a)(i)18.06 of this Indenture do not result in the Note Guarantee by such Subsidiary Guarantor falling away in connection with such consolidation, merger or sale conveyance, assignment, transfer, lease or other disposal, the Person acquiring the assets in any such sales, conveyance, transfer, lease or other disposition or the Person formed by or surviving any such consolidation or merger (any such Person, a “Surviving Guarantor”) expressly assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, executed and for delivered to the avoidance Trustee and Collateral Agent, all of doubtsuch Subsidiary Guarantor’s obligations under the Notes, if this Indenture and the Related Collateral Documents and causes such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law (subject to the limitations set forth in this Indenture and the Related Collateral Documents) to preserve and protect the Lien on the Collateral owned by or transferred to the Surviving Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions; or
(ii) such sale, conveyance, transfer, lease or other disposition is permitted under this Indenture;.
(c) in such transaction in which there is a Surviving Guarantor, the Surviving Guarantor shall have delivered to the Trustee and Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease involving complies with this Indenture and that such supplemental indenture and other amendments and supplements are authorized or permitted by this Indenture and the Related Collateral Documents and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the surviving Person, subject to customary exceptions.
(d) To the extent that a Subsidiary Guarantor would result Fundamental Change described in such Subsidiary Guarantor being released from all clauses (a) or (b) of its guarantee obligations the definition thereof has occurred or will occur concurrently with respect a transaction described in this Section 11.02 or Section 11.01, the foregoing conditions in this Section 11.02 or Section 11.01 related to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect Collateral shall not be applicable solely insofar as they relate to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonCollateral.
Appears in 1 contract
Samples: First Supplemental Indenture and Amendment to Security and Pledge Agreement (UpHealth, Inc.)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no A Subsidiary Guarantor shall consolidate with, merge with may not sell or into, or sell, convey, transfer or lease otherwise dispose of all or substantially all of its properties and or assets to to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(ii1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing exists; and
(2) either:
(a) (i) such Subsidiary Guarantor is the surviving Person or (ii) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Indenture. Notwithstanding Section 13.04(a)(ithe Indenture (including its Subsidiary Guarantee), and for on the avoidance terms set forth herein, pursuant to a supplemental indenture satisfactory to the Trustee; or
(b) such transaction at the date thereof does not violate the provisions of doubt, if Section 1115. In case of any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to not violate this Section 13.04 (assuming all other conditions set forth the Trustee and satisfactory in this Article 13 are satisfied). For purposes form to the Trustee, of this Section 13.04(a), the sale, conveyance, transfer or lease Subsidiary Guarantee of all or substantially such Subsidiary Guarantor and the due and punctual performance of all of the properties covenants and assets conditions of one or more Subsidiaries of the Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor Guarantor. Such successor Person thereupon may cause to another Person (other than one be signed any or more Subsidiaries all of any one or more the Subsidiary Guarantors), Guarantee notations to be endorsed upon all of the Notes issuable hereunder which properties and assets, if held theretofore shall not have been signed by such Subsidiary Guarantor instead of such Subsidiaries, would constitute and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all or substantially all respects have the same legal rank and benefit under the Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of the properties and assets Indenture as though all of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be Guarantees had been issued at the sale, conveyance, transfer or lease of all or substantially all date of the properties execution hereof. The Trustee hereby accepts the trusts in the Indenture upon the terms and assets of such Subsidiary Guarantor to another Personconditions herein set forth.
Appears in 1 contract
Samples: First Supplemental Indenture (Approach Resources Inc)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)The Company shall not permit any Subsidiary Guarantor to, and no Subsidiary Guarantor shall shall, consolidate with, merge with or into, or sell, convey, transfer assign, transfer, lease or lease otherwise dispose of all or substantially all of its properties and assets assets, in one transaction or any series of related transactions, to another Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(iia) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing under this Indenture. Notwithstanding ;
(b) either:
(i) if the provisions of Section 13.04(a)(i)18.06 of this Indenture do not result in the Note Guarantee by such Subsidiary Guarantor falling away in connection with such consolidation, merger or sale conveyance, assignment, transfer, lease or other disposal, the Person acquiring the assets in any such sales, conveyance, transfer, lease or other disposition or the Person formed by or surviving any such consolidation or merger (any such Person, a “Surviving Guarantor”) expressly assumes, by a supplemental indenture in a form reasonably satisfactory to the Trustee, executed and for delivered to the avoidance Trustee and Collateral Agent, all of doubtsuch Subsidiary Guarantor’s obligations under the Notes, if this Indenture and the Related Collateral Documents and causes such amendments, supplements, or other instruments to be executed, filed and recorded in such jurisdictions as may be required by applicable law (subject to the limitations set forth in this Indenture and the Related Collateral Documents) to preserve and protect the Lien on the Collateral owned by or transferred to the Surviving Guarantor, together with such financing statements or comparable documents as may be required to perfect any security interests in such Collateral which may be perfected by the filing of a financing statement or a similar document under the UCC or other similar statute or regulation of the relevant states or jurisdictions;
(ii) such sale, conveyance, transfer, lease or other disposition is permitted under this Indenture;
(c) in such transaction in which there is a Surviving Guarantor, the Surviving Guarantor shall have delivered to the Trustee and Collateral Agent an Officer’s Certificate and Opinion of Counsel, each stating that such consolidation, merger, sale, conveyance, transfer or lease involving complies with this Indenture and that such supplemental indenture and other amendments and supplements are authorized or permitted by this Indenture and the Related Collateral Documents and an Opinion of Counsel stating that the supplemental indenture is the valid and binding obligation of the surviving Person, subject to customary exceptions.
(d) To the extent that a Subsidiary Guarantor would result Fundamental Change described in such Subsidiary Guarantor being released from all clauses (a) or (b) of its guarantee obligations the definition thereof has occurred or will occur concurrently with respect a transaction described in this Section 11.02 or Section 11.01, the foregoing conditions in this Section 11.02 or Section 11.01 related to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect Collateral shall not be applicable solely insofar as they relate to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonCollateral.
Appears in 1 contract
Samples: Indenture (UpHealth, Inc.)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 10.07 hereof, no a Subsidiary Guarantor shall may not consolidate with, with or merge with or into, into (whether or sell, convey, transfer or lease all or substantially all of its properties and assets to not such Subsidiary Guarantor is the surviving Person) another Person, Person unless:
(i1) either: (a) the resultingSubsidiary Guarantor is the surviving entity; or (b) the Person formed by or surviving any consolidation or merger (in each case, surviving if other than the Partnership or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, ) is a Wholly Owned Subsidiary of the Company limited liability company, limited partnership, partnership or corporation organized and or existing under the laws of the United States of AmericaStates, any State state thereof or the District of Columbia, and ;
(2) the Person formed by or surviving any such Successor Subsidiary Guarantor consolidation or merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume), by supplemental indenture assumes all of the obligations of such Subsidiary Guarantor under the relevant such Subsidiary Guarantor’s Subsidiary Guarantee, this Indenture and the Notes and this Indenture; andCollateral Documents pursuant to agreements reasonably satisfactory to the Trustee;
(ii3) immediately before and immediately after giving effect to such transaction (including giving effect to any Indebtedness incurred or anticipated to be incurred in connection with or in respect of the transaction), no Default or Event of Default would exist or be continuing;
(4) such transactions would not require any Holder of Notes to obtain a Gaming License or be qualified under the laws of any applicable gaming jurisdiction which would not be required in the absence of such transaction, provided that a transaction involving a jurisdiction that does not require the licensing or qualification of any Holder of Notes as a condition to such transaction, but reserves the discretionary right to require the licensing or qualification of any Holder of Notes, shall not be prohibited pursuant to the terms of this clause (iv);
(5) such transaction would not result in the material impairment or loss of any qualification or any license necessary for any Gaming Business operated, or anticipated to be operated, by the Partnership or any of its Restricted Subsidiaries following the consummation of the proposed transaction; and
(6) the Subsidiary Guarantor or the resulting Person shall have occurred delivered to the Trustee an Officers’ Certificate and Opinion of Counsel (which counsel may not be continuing in-house counsel of such Subsidiary Guarantor or any of its Affiliates), each stating that the consolidation or merger and, if a supplemental indenture is required in connection with such transaction, the supplemental indenture, comply with the provisions of this Indenture and the Collateral Documents and that all conditions precedent in the Indenture relating to the transaction have been satisfied. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this IndentureIndenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of such Subsidiary Guarantees had been issued at the date of the execution hereof. Notwithstanding Section 13.04(a)(i)Except as set forth in Articles Four and Five hereof, and for the avoidance of doubtnotwithstanding clauses (i) and (ii) above, if any such consolidation, merger, sale, conveyance, transfer or lease involving (A) a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations may consolidate with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations or merge with respect to the Credit Agreement)or into, such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer sell or lease otherwise dispose of all or substantially all of its assets to, the properties Issuers, provided that the surviving corporation (if other than the Issuers) shall expressly assume by supplemental indenture complying with the requirements of this Indenture, the due and assets punctual payment of one or more Subsidiaries the principal of, premium and interest on all of the Notes, and the due and punctual performance and observance of all the covenants and conditions of this Indenture to be performed by the Issuers and (B) a Subsidiary Guarantor to another Person (other than one may consolidate with or more Subsidiaries of any one merge with or more Subsidiary Guarantors)into, which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer sell or lease otherwise dispose of all or substantially all of the properties and its assets of such to, any other Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no No Subsidiary Guarantor shall may consolidate with, with or merge with or intointo (whether or not such Subsidiary Guarantor is the surviving Person), or sell, convey, transfer or lease all or substantially all of its properties and assets to another Person, whether or not affiliated with such Subsidiary Guarantor, unless:
(ia) subject to the resultingprovisions of Section 11.07 hereof, the Person formed by or surviving any such consolidation or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume, by supplemental indenture assumes all of the obligations of such Subsidiary Guarantor under Guarantor) assumes all the relevant obligations of such Subsidiary Guarantee, the Notes and this Indenture; andGuarantor
(iib) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and exists; and
(c) immediately after giving effect to such transaction, the Coverage Ratio Incurrence Condition would be continuing under this Indenturemet. Notwithstanding Section 13.04(a)(i)the foregoing, and for none of the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer Subsidiary Guarantors shall be permitted to consolidate with or lease involving a Subsidiary Guarantor would result in merge with or into (whether or not such Subsidiary Guarantor being released from is the surviving Person), another corporation, Person or entity pursuant to the preceding sentence if such consolidation or merger would not be permitted by Section 5.01 hereof. In case of any such consolidation or merger and upon the assumption by the successor corporation, by supplemental indenture, executed and delivered to the Trustee and satisfactory in form to the Trustee, and the due and punctual performance of all of its guarantee obligations with respect the covenants and conditions of this Indenture to the Credit Agreement (be performed by such Subsidiary Guarantor, such successor corporation shall succeed to and no Successor be substituted for such Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions same effect as if it had been named herein as a Subsidiary Guarantor. Except as set forth in Articles 4 and 5 hereof, nothing contained in this Article 13 are satisfied). For purposes Indenture or in any of this Section 13.04(a)the Notes shall prevent any consolidation or merger of any Subsidiary Guarantor with or into the Company or another Subsidiary Guarantor, or shall prevent any sale or conveyance of the sale, conveyance, transfer or lease property of all any Subsidiary Guarantor as an entirety or substantially all of as an entirety to the properties and assets of one Company or more Subsidiaries of a any Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: Indenture (Pool Energy Services Co)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no A Subsidiary Guarantor shall not consolidate with, with or merge with or into, or sell, convey, transfer or lease all or substantially all of its properties and assets to another PersonPerson (other than the Company or another Subsidiary Guarantor), unless:
(ia) the resulting, surviving or transferee Person (the “Successor if not such Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a another Subsidiary Guarantor) shall expressly assume, assumes by executing and delivering a supplemental indenture and any other agreements (including, without limitation, any registration rights agreement, if applicable) all of the that Subsidiary Guarantor’s obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(iib) immediately after giving effect to such transaction, no Default or Event of Default shall have has occurred and be is continuing under this Indenture. Notwithstanding Section 13.04(a)(i), and for the avoidance of doubt, if Upon any such consolidation, merger, merger or sale, conveyance, transfer or lease involving a lease, the resulting, surviving or transferee Person (if not the Company or another Subsidiary Guarantor) shall succeed to, and may exercise every right and power of, that Subsidiary Guarantor would result in such under the Notes and this Indenture, and that Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate discharged from its Obligations under the Notes and this Section 13.04 (assuming all other conditions set forth Indenture except in this Article 13 are satisfied)the case of any such lease. For purposes of this Section 13.04(a)Notwithstanding the foregoing, the foregoing shall not apply to (i) any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a that Subsidiary Guarantor (including by way of merger or consolidation) to another a Person that is not (either before or after giving effect to such transaction) the Company or one of the Company’s Restricted Subsidiaries if the sale or other than one disposition does not violate Section 4.11 and (ii) any merger or more Subsidiaries consolidation of any Subsidiary Guarantor with a Person that is not (either before or after giving effect to such transaction) the Company or one or more Subsidiary Guarantors), which properties and assetsof the Company’s Restricted Subsidiaries, if held by such the sale or other disposition does not violate Section 4.11 and that Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed ceases to be the sale, conveyance, transfer or lease of all or substantially all Company’s Restricted Subsidiary as a result of the properties and assets of such Subsidiary Guarantor to another Personsale or other disposition.
Appears in 1 contract
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no No Subsidiary Guarantor shall consolidate withmay consolidate, merge or amalgamate with or into, into (whether or sell, convey, transfer not such Subsidiary Guarantor is the surviving corporation) another Person whether or lease all or substantially all of its properties and assets to another Person, not affiliated with such Subsidiary Guarantor unless:
15.3.1. the Person formed by or surviving any such consolidation, merger or amalgamation (i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or other than a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof Guarantor or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary GuarantorBorrower) shall expressly assume, by supplemental indenture unconditionally assumes all of the obligations of such Subsidiary Guarantor under this Agreement and the relevant Subsidiary Guarantee, Guarantee pursuant to a supplemental agreement in form and substance reasonably satisfactory to the Notes and this IndentureSecurity Agent; and
(ii) immediately after giving effect to such transaction15.3.2. the Subsidiary Guarantor or the successor or surviving corporation, no Default or Event as applicable, complies with the requirements of Default shall have occurred and be continuing under this Article 5 of the Trust Indenture. Notwithstanding Section 13.04(a)(i), and for the avoidance In case of doubt, if any such consolidation, merger, saleamalgamation, conveyancesale or conveyance and upon the assumption by the successor Person, transfer or lease involving by supplemental agreement executed and delivered and satisfactory in form and substance to the Security Agent, of the Subsidiary Guarantee and the due and punctual performance of all of the covenants and conditions of this Agreement to be performed by the Subsidiary Guarantor, such successor Person shall succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor would result Guarantor. All the Subsidiary Guarantees so issued shall in all respects have the same legal rank and benefit under this Agreement as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of this Agreement as though all of such Subsidiary Guarantor being released from all Guarantees had been issued at the date of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions execution hereof. Except as set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all Articles 4 and 5 of the properties Trust Indenture and assets of one notwithstanding subsections 15.3.1 and 15.3.2 above, nothing contained in this Agreement shall prevent any consolidation, merger or more Subsidiaries amalgamation of a Subsidiary Guarantor to with or into the Borrower or another Person (other than one Subsidiary Guarantor, or more Subsidiaries shall prevent any sale or conveyance of any one or more Subsidiary Guarantors), which properties and assets, if held by such the property of a Subsidiary Guarantor instead of such Subsidiaries, would constitute all as an entirety or substantially all of as an entirety to the properties and assets of such Borrower or another Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: Credit Agreement (Videotron Ltee)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Nothing contained in this Indenture or in the Notes shall prevent any consolidation or merger of a Subsidiary Guarantor with or into the Company or another Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor, or shall prevent the transfer of all or substantially all of the assets of a Subsidiary Guarantor to the Company or another Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor. Upon any such consolidation, merger, transfer or sale, the Subsidiary Guarantee of such Subsidiary Guarantor shall no longer have any force or effect.
(b) Subject to the provisions of Section 13.04(b)clause (c) below, no Subsidiary Guarantor shall shall, directly or indirectly, consolidate with, or merge with or intointo (whether or not such Subsidiary Guarantor is the surviving corporation), or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions, to another Person, other than the Company or another Wholly Owned Restricted Subsidiary that is a Subsidiary Guarantor, unless:
(1) either: (i) the resulting, Subsidiary Guarantor is the surviving corporation; or transferee (ii) the Person formed by or surviving any such consolidation or merger (if other than the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, ) is a Wholly Owned Subsidiary of the Company corporation organized and or existing under the laws of the United States of AmericaStates, any State state thereof or the District of Columbia, and such Successor Subsidiary Columbia (the “Surviving Guarantor Entity”);
(2) the Surviving Guarantor Entity (if not other than the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture assumes all the Obligations of the obligations of such Subsidiary Guarantor under the relevant its Subsidiary Guarantee, this Indenture and the Notes and this Indenture; andRegistration Rights Agreement pursuant to agreements reasonably satisfactory to the Trustee;
(ii3) immediately after giving effect to such transaction, transaction no Default or Event of Default exists;
(4) the transaction would not result in the loss, suspension or material impairment of any Gaming License unless a comparable replacement Gaming License is effective prior to or simultaneously with the loss, suspension or material impairment;
(5) (i) the Company shall have occurred and be continuing under this Indenture. Notwithstanding Section 13.04(a)(i), and for Consolidated Net Worth immediately after the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer transaction equal to or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect to greater than the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all Consolidated Net Worth of the properties and assets of one or more Subsidiaries of a Subsidiary Guarantor to another Person (other than one or more Subsidiaries of any one or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of Company immediately preceding the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another Person.transaction; and
Appears in 1 contract
Samples: Indenture (Jacobs Entertainment Inc)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Subject to the provisions paragraph (b) of Section 13.04(b)this Section 10.02, no Subsidiary Guarantor shall may consolidate with, or merge with or into, into (whether or sell, convey, transfer or lease all or substantially all of its properties and assets to not such Subsidiary Guarantor is the surviving Person) another Person, unless:
Person unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume, by supplemental indenture assumes all of the obligations of such Subsidiary Guarantor under this Indenture and the relevant Subsidiary GuaranteeSecurities pursuant to a supplemental indenture, in a form reasonably satisfactory to the Notes and this Indenture; and
Trustee, (ii) immediately after giving effect to such transaction, no Default or Event of Default exists, (iii) such Subsidiary Guarantor or Person formed by or surviving any such consolidation or merger will have Consolidated Tangible Net Worth (immediately after the transaction) equal to or greater than the Consolidated Tangible Net Worth of such Subsidiary Guarantor immediately preceding the transaction and (iv) the Company will, at the time of such transaction after giving pro forma effect thereto as if such transaction had occurred at the beginning of the applicable Reference Period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to Section 4.09(a). In connection with any consolidation or merger contemplated by this Section 10.02, the Company shall have occurred deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and be continuing under an Opinion of Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. Notwithstanding This Section 13.04(a)(i), 10.02(a) will not prohibit a merger between Subsidiary Guarantors or a merger between the Company and for the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all Guarantor.
(b) In the event of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such a sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a any Subsidiary Guarantor to another Person (or a sale or other than one disposition of all of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or more Subsidiaries of any one or more Subsidiary Guarantors)otherwise, which properties and assets, if held by then such Subsidiary Guarantor instead (in the event of a sale or other disposition, by way of such Subsidiariesa merger, would constitute all consolidation or substantially otherwise, of all of the properties and assets Capital Stock of such Subsidiary Guarantor on Guarantor) or the Person acquiring the assets (in the event of a consolidated basis, shall be deemed to be the sale, conveyance, transfer sale or lease other disposition of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor) will be released and relieved of any obligations under its Guarantees; provided that in the event such sale or disposition constitutes an Asset Sale, the Net Available Proceeds of such sale or other disposition are applied in accordance with the provisions of this Indenture described under Section 4.11.
Appears in 1 contract
Samples: Indenture (Chesapeake BNR Corp.)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Subject to the provisions paragraph (b) of Section 13.04(b)this Section 10.03, no Subsidiary Guarantor shall (other than a Subsidiary Guarantor whose Guarantee is to be released in accordance with this Indenture) may consolidate with, or merge with or into, into (whether or sell, convey, transfer or lease all or substantially all of its properties and assets to not such Subsidiary Guarantor is the surviving Person) another Person, unless:
Person unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume, by supplemental indenture (a “Successor Guarantor”) assumes all of the obligations of such Subsidiary Guarantor under this Indenture and the relevant Subsidiary Guaranteeother Note Documents (and takes such action (or agrees to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Successor Guarantor to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents) pursuant to a supplemental indenture (and similar documents with respect to the other Note Documents), in each case, in a form reasonably satisfactory to the Notes Trustee and this Indenture; and
Collateral Trustee and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 10.03, the Company shall have occurred deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and be continuing under an Opinion of Counsel stating that the proposed transaction and such supplemental indenture, if any, comply with this Indenture. Notwithstanding This Section 13.04(a)(i), 10.03(a) is not applicable to a merger between Subsidiary Guarantors or a merger between the Company and for the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all Guarantor.
(b) In the event of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such a sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a any Subsidiary Guarantor to another Person (or a sale or other than one disposition of all of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or more Subsidiaries of any one or more Subsidiary Guarantors)otherwise, which properties and assets, if held by then such Subsidiary Guarantor instead (in the event of a sale or other disposition, by way of such Subsidiariesa merger, would constitute all consolidation or substantially otherwise, of all of the properties and assets Capital Stock of such Subsidiary Guarantor on Guarantor) or the Person acquiring the assets (in the event of a consolidated basis, shall be deemed to be the sale, conveyance, transfer sale or lease other disposition of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor) will be automatically released and relieved of any obligations under its Guarantee and the Lien on such Subsidiary Guarantor’s Collateral securing the Parity Lien Obligations (including such Subsidiary Guarantor’s Guarantee) will be released.
Appears in 1 contract
Samples: Indenture (Chesapeake Energy Corp)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b), no A Subsidiary Guarantor shall consolidate with, merge with may not sell or into, or sell, convey, transfer or lease otherwise dispose of all or substantially all of its properties and or assets to to, or consolidate with or merge with or into (regardless of whether such Subsidiary Guarantor is the surviving Person) another Person, other than the Company or another Subsidiary Guarantor, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(iia) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing exists; and
(b) either:
(i) (A) such Subsidiary Guarantor is the surviving Person or (B) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) assumes all the obligations of such Subsidiary Guarantor under this Indenture. Notwithstanding Section 13.04(a)(iIndenture (including its Subsidiary Guarantee), and for on the avoidance terms set forth herein, pursuant to a supplemental indenture reasonably satisfactory to the Trustee; or
(ii) such transaction does not violate the provisions of doubt, if this Indenture described in Section 10.11. In case of any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to not violate this Section 13.04 (assuming all other conditions set forth the Trustee and satisfactory in this Article 13 are satisfied). For purposes form to the Trustee, of this Section 13.04(a), the sale, conveyance, transfer or lease Subsidiary Guarantee of all or substantially such Subsidiary Guarantor and the due and punctual performance of all of the properties covenants and assets conditions of one or more Subsidiaries of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor Guarantor. Such successor Person thereupon may cause to another Person (other than one be signed any or more Subsidiaries all of any one or more the Subsidiary Guarantors), Guarantee notations to be endorsed upon all of the Notes issuable hereunder which properties and assets, if held theretofore shall not have been signed by such Subsidiary Guarantor instead and delivered to the Trustee. All the Subsidiary Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Subsidiary Guarantees theretofore and thereafter issued in accordance with the terms of such Subsidiaries, would constitute this Indenture as though all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be Guarantees had been issued at the sale, conveyance, transfer or lease of all or substantially all date of the properties and assets of such Subsidiary Guarantor to another Personexecution hereof.
Appears in 1 contract
Samples: Fourth Supplemental Indenture (Oasis Petroleum Inc.)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to Except as otherwise provided in this Section 11.04, the provisions of Section 13.04(b), no Company and Parent will not permit any Subsidiary Guarantor shall to consolidate with, or merge with or into, into another Person (whether or not such Subsidiary Guarantor is the surviving corporation) or sell, conveyassign, transfer transfer, lease, convey or lease otherwise dispose of all or substantially all of its properties and assets or assets, in one or more related transactions to another Person, unless:
(i) the resulting, surviving or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor (if not the Company or a Subsidiary Guarantor) shall expressly assume, by supplemental indenture all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, the Notes and this Indenture; and
(ii1) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred exists;
(2) either
(a) (i) such Subsidiary Guarantor is the surviving entity or the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation, partnership or limited liability company organized or existing under the laws of the jurisdiction under which such Subsidiary Guarantor was organized or under the laws the United States, any state of the United States or the District of Columbia and be continuing (ii) the Person formed by or surviving any such consolidation or merger (if other than such Subsidiary Guarantor) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of such Subsidiary Guarantor under such Subsidiary Guarantor’s Note Guarantee, this Indenture. Notwithstanding Section 13.04(a)(i, the Registration Rights Agreement and the Security Documents, in each case pursuant to a supplemental indenture and other agreements reasonably satisfactory to the Trustee; or
(b) in the case of a Subsidiary Guarantor that has been disposed of in its entirety to another Person (other than to the Company or any Affiliate of the Company), whether through a merger, consolidation or sale of Capital Stock or assets, the Company delivers an Officers’ Certificate to the Trustee to the effect that the Company will comply with its obligations under Section 4.10 in respect of such sale or other disposition; and
(3) the Company delivers to the Trustee an Officers’ Certificate and for an Opinion of Counsel, each stating that such consolidation, merger or transfer and such supplemental indenture (if any) complies with this Indenture, that all conditions precedent in this Indenture relating to such transaction have been satisfied and that the avoidance supplemental indenture is enforceable. In case of doubt, if any such consolidation, merger, salesale or disposition and upon the assumption by the successor Person, conveyanceby supplemental indenture, transfer or lease involving executed and delivered to the Trustee and substantially in the form of Exhibit E hereto, of the Note Guarantee, in a transaction that is subject to, and that complies with the provisions of, Section 11.04, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Subsidiary Guarantor, such successor Person will succeed to, and be substituted for, such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor would result in under this Indenture, the Registration Rights Agreement, the Security Documents and the Intercreditor Agreement and such Subsidiary Guarantor’s applicable Note Guarantee and such Subsidiary Guarantor being will automatically be released and discharged from all of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such sale or other disposition shall be deemed to not violate under this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a)Indenture, the saleRegistration Rights Agreement, conveyancethe Security Documents and the Intercreditor Agreement, transfer or and such Subsidiary Guarantor’s applicable Note Guarantee, but in the case of a lease of all or substantially all of its assets, the properties Subsidiary Guarantor will not be released from its obligations under the Note Guarantee, the Registration Rights Agreement, the Security Documents and assets the Intercreditor Agreement. All the Note Guarantees so issued will in all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of one this Indenture as though all of such Note Guarantees had been issued at the date of the execution hereof. Except as set forth in Articles 4 and 5 hereof, and notwithstanding clauses (a) and (b) above, nothing contained in this Indenture or more Subsidiaries in any of the Notes will prevent any consolidation or merger of a Subsidiary Guarantor to with or into Parent, the Company or another Person (other than one Subsidiary Guarantor, or more Subsidiaries of will prevent any one sale or more Subsidiary Guarantors), which properties and assets, if held by such Subsidiary Guarantor instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of such Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease disposition of all or substantially all of the properties and assets of such a Subsidiary Guarantor to Parent, the Company or another PersonSubsidiary Guarantor.
Appears in 1 contract
Samples: Indenture (Swift Transportation Co)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Subject to the provisions paragraph (b) of Section 13.04(b)this Section 13.02, no Subsidiary Guarantor shall (other than a Subsidiary Guarantor whose Guarantee is to be released in accordance with this Indenture) may consolidate with, or merge with or into, into (whether or sell, convey, transfer or lease all or substantially all of its properties and assets to not such Subsidiary Guarantor is the surviving Person) another Person, unless:
Person unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume, by supplemental indenture assumes all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary Guarantee, this Indenture and the Notes pursuant to a supplemental indenture, in a form reasonably satisfactory to the Trustee and this Indenture; and
(ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 13.02, the Company shall have occurred deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and be continuing under an Opinion of Counsel stating that the proposed transaction and such supplemental indenture, if any, comply with this Indenture. Notwithstanding This Section 13.04(a)(i), 13.02(a) is not applicable to a merger between Subsidiary Guarantors or a merger between the Company and for the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all Guarantor.
(b) In the event of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such a sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a any Subsidiary Guarantor to another Person (or a sale or other than one disposition of all of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or more Subsidiaries of any one or more Subsidiary Guarantors)otherwise, which properties and assets, if held by then such Subsidiary Guarantor instead (in the event of a sale or other disposition, by way of such Subsidiariesa merger, would constitute all consolidation or substantially otherwise, of all of the properties and assets Capital Stock of such Subsidiary Guarantor on Guarantor) or the Person acquiring the assets (in the event of a consolidated basis, shall be deemed to be the sale, conveyance, transfer sale or lease other disposition of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor) will be automatically released and relieved of any obligations under its Guarantees.
Appears in 1 contract
Samples: Indenture (Chesapeake Energy Corp)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. Subject to the provisions of Section 13.04(b)Except as otherwise provided in Section 11.05 hereof, no Subsidiary Guarantor shall will, and the Issuer will not permit any Subsidiary Guarantor to, directly or indirectly: (1) consolidate with, or merge with or into, into another Person; or (2) sell, conveyassign, transfer transfer, convey or lease otherwise dispose of all or substantially all of its properties and or assets in one or more related transactions to another PersonPerson (other than the Issuer or a Subsidiary Guarantor), unless:
(i1) either:
(A) such Subsidiary Guarantor is the resulting, surviving entity; or transferee the Person formed by or surviving any such consolidation or merger (the “Successor if other than such Subsidiary Guarantor”)) or to which such sale, if not the Company assignment, transfer, conveyance or a Subsidiary Guarantor, other disposition has been made is a Wholly Owned Subsidiary of the Company corporation, partnership or limited liability company organized and or existing under the laws of the jurisdiction in which such Subsidiary Guarantor was organized or the laws of the United States, any state of the United States of America, any State thereof or the District of Columbia, and ;
(B) the Person formed by or surviving any such Successor Subsidiary Guarantor consolidation or merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assumeor the Person to which such sale, by supplemental indenture assignment, transfer, conveyance or other disposition has been made assumes all of the obligations of such Subsidiary Guarantor under the relevant Subsidiary GuaranteeNotes, the Notes and this Indenture, such Subsidiary Guarantor’s related Guarantee and such Guarantor’s applicable Notes Collateral Documents pursuant to a supplemental indenture or other agreement reasonably satisfactory to the Trustee; and
(iiC) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing under this Indentureexists; or
(2) the transaction is made in compliance with the provisions of Section 4.10 hereof. Notwithstanding Section 13.04(a)(i), and for the avoidance In case of doubt, if any such consolidation, merger, salesale or conveyance and upon the assumption by the successor Person, conveyanceby supplemental indenture or other agreements, transfer or lease involving executed and delivered to the Trustee and satisfactory in form to the Trustee, of the Note Guarantee and the Notes Collateral Documents and the due and punctual performance of all of the covenants and conditions of this Indenture and the Notes Collateral Documents to be performed by the Subsidiary Guarantor, such successor Person will succeed to and be substituted for the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor would result Guarantor. All the Note Guarantees so issued will in such Subsidiary Guarantor being released from all respects have the same legal rank and benefit under this Indenture as the Note Guarantees theretofore and thereafter issued in accordance with the terms of this Indenture as though all of its guarantee obligations with respect to such Note Guarantees had been issued at the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to date of the Credit Agreement), such sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions execution hereof. Except as set forth in this Article 13 are satisfied). For purposes Articles 4 and 5 hereof, and notwithstanding provisions of this Section 13.04(a)Section 11.04 and, the sale, conveyance, transfer nothing contained in this Indenture or lease of all or substantially all in any of the properties and assets of one Notes will prevent any consolidation or more Subsidiaries merger of a Subsidiary Guarantor to with or into the Issuer or another Person (other than one Subsidiary Guarantor, or more Subsidiaries will prevent any sale or conveyance of any one or more Subsidiary Guarantors), which properties and assets, if held by such the property of a Subsidiary Guarantor instead of such Subsidiaries, would constitute all as an entirety or substantially all of as an entirety to the properties and assets of such Issuer or another Subsidiary Guarantor on a consolidated basis, shall be deemed to be the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of such Subsidiary Guarantor to another PersonGuarantor.
Appears in 1 contract
Samples: Indenture (WESTMORELAND COAL Co)
Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) Subject to the provisions paragraph (b) of Section 13.04(b)this Section 10.03, no Subsidiary Guarantor shall (other than a Subsidiary Guarantor whose Guarantee is to be released in accordance with this Indenture) may consolidate with, or merge with or into, into (whether or sell, convey, transfer or lease all or substantially all of its properties and assets to not such Subsidiary Guarantor is the surviving Person) another Person, unless:
Person unless (i) the resulting, Person formed by or surviving any such consolidation or transferee Person (the “Successor Subsidiary Guarantor”), if not the Company or a Subsidiary Guarantor, is a Wholly Owned Subsidiary of the Company organized and existing under the laws of the United States of America, any State thereof or the District of Columbia, and such Successor Subsidiary Guarantor merger (if not the Company or a other than such Subsidiary Guarantor) shall expressly assume, by supplemental indenture ( a “Successor Guarantor”) assumes all of the obligations of such Subsidiary Guarantor under this Indenture and the relevant Subsidiary Guaranteeother Note Documents (and takes such action (or agrees to take such action) as may be reasonably necessary to cause any property or assets that constitute Collateral owned by or transferred to such Successor Guarantor to continue to constitute Collateral and to be subject to the Parity Liens in the manner and to the extent required under the Note Documents) pursuant to a supplemental indenture (and similar documents with respect to the other Note Documents), in each case, in a form reasonably satisfactory to the Notes Trustee and this Indenture; and
Collateral Trustee and (ii) immediately after giving effect to such transaction, no Default or Event of Default exists. In connection with any consolidation or merger contemplated by this Section 10.03, the Company shall have occurred deliver to the Trustee prior to the consummation of the proposed transaction an Officers’ Certificate to the foregoing effect and be continuing under an Opinion of Counsel stating that the proposed transaction and such supplemental indenture, if any, comply with this Indenture. Notwithstanding This Section 13.04(a)(i), 10.03(a) is not applicable to a merger between Subsidiary Guarantors or a merger between the Company and for the avoidance of doubt, if any such consolidation, merger, sale, conveyance, transfer or lease involving a Subsidiary Guarantor would result in such Subsidiary Guarantor being released from all Guarantor.
(b) In the event of its guarantee obligations with respect to the Credit Agreement (and no Successor Subsidiary Guarantor assumes such guarantee obligations with respect to the Credit Agreement), such a sale or other disposition shall be deemed to not violate this Section 13.04 (assuming all other conditions set forth in this Article 13 are satisfied). For purposes of this Section 13.04(a), the sale, conveyance, transfer or lease of all or substantially all of the properties and assets of one or more Subsidiaries of a any Subsidiary Guarantor to another Person (or a sale or other than one disposition of all of the Capital Stock of such Subsidiary Guarantor, in any case by way of merger, consolidation or more Subsidiaries of any one or more Subsidiary Guarantors)otherwise, which properties and assets, if held by then such Subsidiary Guarantor instead (in the event of a sale or other disposition, by way of such Subsidiariesa merger, would constitute all consolidation or substantially otherwise, of all of the properties and assets Capital Stock of such Subsidiary Guarantor on Guarantor) or the Person acquiring the assets (in the event of a consolidated basis, shall be deemed to be the sale, conveyance, transfer sale or lease other disposition of all or substantially all of the properties and assets of such Subsidiary Guarantor) will be automatically released and relieved of any obligations under its Guarantee and, if such Subsidiary Guarantor to another Personis a Mortgagor, the Lien on such Mortgagor’s Collateral securing the Parity Lien Obligations (including such Mortgagor’s Guarantee) will be released.
Appears in 1 contract
Samples: Indenture (Chesapeake Energy Corp)
