Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation or merger of the Company or any Guarantor, or any sale, assignment, conveyance, transfer or other disposition of all or substantially all of the assets of the Company or such Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes Guarantee, the surviving entity formed by such consolidation or into which the Company or such Guarantor is merged or to which the sale, assignment, conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture Documents with the same effect as if such surviving entity had been named herein and therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of, premium, if any, and interest on the Notes or in respect of its Notes Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation consolidation, merger, amalgamation, or merger of the Company or any Guarantorarrangement, or any sale, assignment, conveyancetransfer, transfer lease, conveyance or other disposition of all or substantially all of the assets of the Company or such a Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes GuaranteeSection 5.01, the surviving entity successor Person formed by such consolidation or into or with which the Company or such Guarantor a Guarantor, as applicable, is merged merged, amalgamated or wound up or to which the such sale, assignment, conveyancetransfer, transfer lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company or such Guarantor, as applicable), and may exercise every right and power of, of the Company or such Guarantor Guarantor, as applicable, under this Indenture, the Indenture Documents Notes and the Note Guarantees with the same effect as if such surviving entity successor Person had been named herein and therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as applicable, herein; provided that, in the case may beof a lease of all or substantially all its assets, the Company shall not be released from the obligation to pay the principal of, premium, if any, of and interest on the Notes or in respect of its Notes Guarantee, as the case may beNotes, and all of the Company’s or such Guarantor’s other a Guarantor shall not be released from its obligations and covenants under the Indenture Documents, if applicableits Note Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, merger, amalgamation, or merger winding up, in each case including by way of the Company or any Guarantoran arrangement, or any sale, assignment, conveyancetransfer, transfer lease, conveyance or other disposition of all or substantially all of the assets of the Company or such a Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes GuaranteeSection 5.01, the surviving entity successor Person formed by such consolidation or into or with which the Company or such Guarantor a Guarantor, as applicable, is merged merged, amalgamated or wound up or to which the such sale, assignment, conveyancetransfer, transfer lease, conveyance or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company or such Guarantor, as applicable), and may exercise every right and power of, of the Company or such Guarantor Guarantor, as applicable, under this Indenture, the Indenture Documents Notes and the Note Guarantees with the same effect as if such surviving entity successor Person had been named herein and therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as applicable, herein; provided that, in the case may beof a lease of all or substantially all its assets, the Company shall not be released from the obligation to pay the principal of, premium, if any, of and interest on the Notes or in respect of its Notes Guarantee, as the case may beNotes, and all of the Company’s or such Guarantor’s other a Guarantor shall not be released from its obligations and covenants under the Indenture Documents, if applicableits Note Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, combination or merger of the Company an Issuer or any Guarantor, or any sale, assignment, conveyance, transfer or other disposition of all or substantially all of the assets of the Company such Issuer or such Guarantor in accordance with the foregoingSection 5.01, in which the Company such Issuer or such Guarantor is not the continuing obligor under the Notes or its Notes Guarantee, the surviving entity formed by such consolidation or into which the Company such Issuer or such Guarantor is merged or to which the sale, assignment, conveyance, lease or transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer or such Guarantor under the Indenture Documents with the same effect as if such surviving entity had been named herein and therein as the Company such Issuer or such Guarantor and, except in the case of a lease, the Company such Issuer or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of, premiuminterest and Additional Interest, if any, and interest on the Notes or in respect of its Notes Guarantee, as the case may be, and all of the Companysuch Issuer’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation or merger of by the Company or the Guarantor with or merger by the Company or the Guarantor into any Guarantorother Person or any conveyance, or any sale, assignment, conveyance, other transfer or other disposition of all or substantially all lease of the properties and assets of the Company or such the Guarantor substantially as an entirety in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes GuaranteeSection 1101, the surviving entity successor Person formed by such consolidation or into which the Company or such Guarantor the Guarantor, as the case may be, is merged or the Person to which the sale, assignment, such conveyance, transfer or other disposition lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor the Guarantor, as the case may be, under the this Indenture Documents with the same effect as if such surviving entity successor Person had been named herein and therein as the Company or such Guarantor andthe Guarantor, as the case may be, herein, and thereafter, except in the case of a lease, the Company predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Securities Outstanding hereunder (or such Guarantorthe Guarantees endorsed thereon, as the case may be, shall be released from the obligation to pay the principal of, premium, if any, and interest on the Notes or in respect of its Notes Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable).

Successor Entity Substituted. Upon any consolidation or merger of the Company or any Guarantor, or any sale, assignment, transfer, conveyance, transfer lease or other disposition of all or substantially all of the properties or assets of the Company or such a Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes GuaranteeSection 5.01, the surviving entity formed by such consolidation or into which Successor Company and the Company or such Guarantor is merged or to which Successor Guarantor, as the salecase may be, assignment, conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture Documents with the same effect as if such surviving entity had been named herein and therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as the case may be, shall under this Indenture, the Notes and such Note Guarantee, with the same effect as if such Successor Company or Successor Guarantor, as the case may be, had been named as the Company or a Guarantor, as the case may be, in this Indenture, and thereafter, the Company and the Guarantor, as applicable, will be relieved of all obligations and covenants under this Indenture and the Notes or its Note Guarantee, as the case may be; provided that, in the case of a lease of all or substantially all of its assets, the Company will not be released from the obligation to pay the principal of, premium, if any, of and interest on the Notes or in respect of and a Guarantor will not be released from its Notes obligations under its Note Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation consolidation, combination or merger of the Company or any Guarantor, or any sale, assignment, conveyance, transfer or other disposition of all or substantially all of the assets of the Company or such Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes Note Guarantee, the surviving entity formed by such consolidation or combination or into which the Company or such Guarantor is merged or to which the sale, assignment, conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture Documents with the same effect as if such surviving entity had been named herein and therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of, premiuminterest and Additional Interest, if any, and interest on the Notes or in respect of its Notes Note Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation consolidation, combination or merger of the Company Issuers or any Guarantor, or any sale, assignment, conveyance, transfer or other disposition of all or substantially all of the assets of the Company any Issuer or such Guarantor in accordance with the foregoing, in which the Company an Issuer or such Guarantor is not the continuing obligor under the Notes or its Notes Note Guarantee, the surviving entity formed by such consolidation or combination or into which the Company such Issuer or such Guarantor is merged or to which the sale, assignment, conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company such Issuer or such Guarantor under the Indenture Documents with the same effect as if such surviving entity had been named herein and therein as the Company such Issuer or such Guarantor and, except in the case of a lease, the Company such Issuer or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of, premiuminterest and Additional Interest, if any, and interest on the Notes or in respect of its Notes Note Guarantee, as the case may be, and all of the Companysuch Issuer’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation or merger of the Company or any Guarantormerger, or any sale, assignment, conveyance, transfer transfer, lease or other disposition of all or substantially all of the assets of the Company Issuer or such a Guarantor in accordance with Section 5.01 (other than any of the foregoing, same made in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes Guaranteeaccordance with Section 5.01(c)(2)), the surviving entity successor Person formed by such consolidation or into or with which the Company Issuer or such Guarantor a Guarantor, as applicable, is merged or wound up or to which the such sale, assignment, conveyance, transfer transfer, lease or other disposition is made shall succeed to, and be substituted forfor (so that from and after the date of such consolidation, merger, winding up, sale, lease, conveyance or other disposition, the provisions of this Indenture referring to the Issuer or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Issuer or such Guarantor, as applicable), and may exercise every right and power of, of the Company Issuer or such Guarantor Guarantor, as applicable, under the this Indenture Documents with the same effect as if such surviving entity successor Person had been named herein and therein as the Company Issuer or such Guarantor andGuarantor, except as applicable, herein; provided that in the case of a leaselease of all or substantially all its assets, the Company predecessor Issuer or such Guarantor, as the case may be, Guarantor shall not be released relieved from the obligation to pay the principal ofprincipal, premium, if any, and interest on the Notes or in respect of its Notes obligations under its Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.

Successor Entity Substituted. Upon any consolidation consolidation, combination or merger of the Company or any GuarantorGuarantor (including the Parent), or any sale, assignment, conveyance, transfer or other disposition of all or substantially all of the assets of the Company or such Guarantor in accordance with the foregoing, in which the Company or such Guarantor is not the continuing obligor under the Notes or its Notes Note Guarantee, the surviving entity formed by such consolidation or combination or into which the Company or such Guarantor is merged or to which the sale, assignment, conveyance, transfer or other disposition is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Guarantor under the Indenture Documents with the same effect as if such surviving entity had been named herein and therein as the Company or such Guarantor and, except in the case of a lease, the Company or such Guarantor, as the case may be, shall be released from the obligation to pay the principal of, premiuminterest and Additional Interest, if any, and interest on the Notes or in respect of its Notes Note Guarantee, as the case may be, and all of the Company’s or such Guarantor’s other obligations and covenants under the Indenture Documents, if applicable.