Successor Guarantor. Section 4.01. Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor 29
Successor Guarantor. In the event of any amalgamation or consolidation by the Guarantor with or merger by the Guarantor into any other corporation or any transaction involving the transfer of all or substantially all of the Guarantor’s assets to any corporation or other entity and which as a matter of law or contract results in the successor corporation or entity becoming bound by or assuming the Guarantor’s obligations under this Subordinated Guarantee, such successor corporation or other entity formed by such amalgamation or consolidation or into which the Guarantor is merged or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Subordinated Guarantee, with the same effect as if it had been named herein as the Guarantor, and thereafter, the predecessor corporation or entity shall be relieved of all obligations and covenants under this Subordinated Guarantee.
Successor Guarantor. (a) If there is a sale or disposition of all or substantially all (in one or a series of transactions) of the assets (a “Substantial Transfer of Assets”) of the Guarantor to a single Person (a “Substantial Transfer Transferee”), the Guarantor shall cause the Substantial Transfer Transferee promptly to execute and deliver an Endorsement to the other Parties. Upon the execution of such Endorsement by the Substantial Transfer Transferee and the delivery of such executed Endorsement to the other Parties, (i) the Guarantor then party hereto will be released from its obligations hereunder, (ii) all references herein to the Guarantor shall be deemed to exclude such Person, and (iii) such Substantial Transfer Transferee shall be the Successor Guarantor hereunder.
(b) If Altimo ceases to be a Controlled Affiliate of the Guarantor, the Guarantor shall cause the successor Controlling Person(s) of Altimo promptly to execute and deliver an Endorsement to the other Parties. Upon the execution of such Endorsement by the successor Controlling Person(s) of Altimo and the delivery of such executed Endorsement to the other Parties, (i) the Guarantor then party hereto will be released from its obligations hereunder, (ii) all references herein to the Guarantor shall be deemed to exclude such Person, and (iii) such successor Controlling Person(s) shall be the Successor Guarantor hereunder.
Successor Guarantor. Unless otherwise released and discharged from its obligations in accordance with the provisions of this Article Sixteen and any other terms applicable with respect to the Securities designated pursuant to Section 301 hereof, upon any consolidation or merger by any Guarantor with or into any other Person, the successor Person formed by such consolidation or merger shall execute an indenture supplemental hereto and guarantee and succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture and the Securities with the same force and effect as if such successor Person had been named as a Guarantor herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under the Indenture and the Securities (to the extent the Guarantor was the predecessor Person).
Successor Guarantor. LifePoint may consolidate with or merge with or into, or convey, transfer or lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its assets to, any Person, provided that:
(1) the resulting, surviving or transferee Person (the “Successor Guarantor”) shall be a Person organized and existing under the laws of the United States of America, any State thereof or the District of Columbia and the Successor Guarantor (if not LifePoint) shall expressly assume, by an indenture supplement, executed and delivered to the Trustee, all the obligations of LifePoint under the Note Guarantee and the Indenture; and
(2) the Company shall have delivered to the Trustee an Officers’ Certificate of the Company and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and such supplemental indenture (if any) comply with this Indenture; The Successor Guarantor shall be the successor to LifePoint and shall succeed to, and be substituted for, and may exercise every right and power of, LifePoint under the Note Guarantee, and the predecessor company, except in the case of a lease, shall be released from its obligations with respect to the Note Guarantee.
Successor Guarantor. Unless otherwise released and discharged from its obligations in accordance with the Indenture, upon any consolidation or merger by any Guarantor with or into any other Person, the successor Person formed by such consolidation or merger shall sign a supplemental indenture and guarantee and succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under the Indenture with the same effect as if such successor Person has been named as a Guarantor herein, and thereafter the predecessor Person shall be relieved of all obligations and covenants under the Indenture and the Securities (to the extent the Guarantor was the predecessor Person).
Successor Guarantor. In accordance with Section 11.4 of the Original Indenture, the Guarantor hereby succeeds to and is substituted for United with the same effect as if the Guarantor had been named therein as the guarantor of the Notes.
Successor Guarantor. (a) Effective upon consummation of the ------------------- Company Merger, Merger Sub will succeed to, and be substituted for, and may exercise every right and power of, Host Marriott under the Guarantee Agreement with the same effect as if Merger Sub had been named therein as the guarantor, and hereby assumes, effective upon consummation of the Company Merger, all of the obligations of Host Marriott under the Guarantee Agreement.
(b) For purposes of this Amendment No. 1, the guarantee of Merger Sub hereunder shall constitute the irrevocable and unconditional agreement to pay in full to the holders of the preferred securities of the Successor Trust, as Successor Securities, the Guarantee Payments with respect to such Successor Securities (without duplication of amounts theretofore paid by or on behalf of the Successor Trust), as and when due, in the manner and to the fullest extent provided in the Guarantee Agreement.
Successor Guarantor. SECTION 4.1 . Consolidation, Merger, Amalgamation and Sale of Assets by the Guarantor
Successor Guarantor. The Guarantor may not assign its rights nor delegate its obligations under this Guarantee, in whole or in part, without the prior written consent of the Landlord, and any purported assignment or delegation absent such consent is void, except for an assignment and delegation of all the Guarantor's rights and obligations hereunder in whatever form the Guarantor determines may be appropriate to a partnership, corporation, trust or other organisation in whatever form (the "Successor") that succeeds to all or substantially all of the Guarantor's assets and business and that assumes such obligations by contract, operation of law or otherwise. Upon any such delegation and assumption of obligations, and subject to the Landlord having received in a form reasonably satisfactory to the Landlord, a deed executed by the Successor (accompanied by a legal opinion from a reputable firm of lawyers confirming due execution) confirming to the Landlord that the Successor assumes all obligations of the Guarantor under this Agreement whether by operation of law or by virtue of such deed, the Guarantor shall be relieved of and fully discharged from all obligations hereunder, whether such obligations arose before or after such delegation and assumption.
