Successor Entity Clause Samples

The Successor Entity clause defines how rights and obligations under an agreement are transferred if one party undergoes a merger, acquisition, or other structural change resulting in a new legal entity. Typically, this clause ensures that the new or surviving entity automatically assumes all responsibilities and benefits of the original party, maintaining continuity of the contract. Its core function is to prevent disruption or uncertainty in contractual relationships when organizational changes occur, thereby protecting both parties from unintended termination or gaps in obligations.
POPULAR SAMPLE Copied 12 times
Successor Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity shall be released from those obligations.
Successor Entity. The Company shall not change its form of organization (i.e., to a corporation, partnership or other form of entity), or merge or consolidate into any other Person, unless such changed or successor entity agrees to be bound by this Agreement.
Successor Entity. 38 Section 10.01 Company May Consolidate, Etc..................................................... 38 Section 10.02 Successor Entity Substituted..................................................... 39 Section 10.03 Evidence of Consolidation, Etc. to Trustee....................................... 39
Successor Entity. When a successor entity duly assumes all of the obligations and covenants of the Company pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor entity shall be relieved of all such obligations.
Successor Entity. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and immediately before and thereafter no Default exists and certain other conditions are satisfied, the predecessor corporation will be released from those obligations.
Successor Entity. When a successor corporation assumes all the ---------------- obligations of its predecessor under the Securities and the Indenture and immediately before and thereafter no Default exists and certain other conditions are satisfied, the predecessor corporation will be released from those obligations.
Successor Entity. A "Successor Entity" is defined as a person or entity, other than the Company, which acquires all, or substantially all of, the stock or assets of the Company as a result of a transaction or series of transactions which resulted in a Change In Control.
Successor Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity will be released from those obligations. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: Acadia Healthcare Company, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: and irrevocably appoint attorney to transfer this Note on the books of the Company. The attorney may substitute another to act for him. DATE:
Successor Entity. When a successor Person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor Person (except in certain circumstances specified in the Indenture) shall be released from those obligations.
Successor Entity. The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.