Successor to Be Substituted. In case of any such consolidation, merger, sale, conveyance, transfer or lease 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 due and punctual payment of the principal of, and accrued interest on, all of the Notes and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by the Company, such successor Person shall succeed to and be substituted for the Company, with the same effect as if it had been named herein as the party of this first part. Such successor Person thereupon may cause to be signed, and may issue either in its own name or in the name of IMH Financial Corporation any or all of the Notes issuable hereunder that theretofore shall not have been signed by the Company and delivered to the Trustee; and, upon the order of such successor Person instead of the Company and subject to all the terms, conditions and limitations in this Indenture prescribed, the Trustee shall authenticate and shall deliver, or cause to be authenticated and delivered, any Notes that previously shall have been signed and delivered by the officers of the Company to the Trustee for authentication, and any Notes that such successor Person thereafter shall cause to be signed and delivered to the Trustee for that purpose. All the Notes so issued shall in all respects have the same legal rank and benefit under this Indenture as the Notes theretofore or thereafter issued in accordance with the terms of this Indenture as though all of such Notes had been issued at the date of the execution hereof. In the event of any such consolidation, merger, sale, conveyance, transfer or lease, the Person named as the “Company” in the first paragraph of this Indenture or any successor that shall thereafter have become such in the manner prescribed in this Article 12 may be dissolved, wound up and liquidated at any time thereafter and, notwithstanding any such dissolution, winding up or liquidation, such Person shall be released from its liabilities as obligor and maker of the Notes and from its obligations under this Indenture. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.
Successor to Be Substituted. Upon any consolidation of the Company with, or merger of the Company into, any other Person or any conveyance, transfer or lease of the properties and assets of the Company substantially as an entirety in accordance with Section 11.01, the successor Person formed by such consolidation or into which the Company is merged or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor Person had been named as the Company herein, and thereafter, except in the case of a lease, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes.
Successor to Be Substituted. Upon any such consolidation, merger, amalgamation or transfer, the resulting, surviving, transferee or successor Person (if not the Issuer or the Guarantor, as the case may be) shall succeed to, and may exercise every right and power of the Issuer or the Guarantor’s under, this Indenture, and the Issuer or the Guarantor, as the case may be, shall be discharged from the obligations under the Notes and this Indenture except in the case of any such lease. In case of any such consolidation, merger, amalgamation, sale, lease or other transfer, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.
Successor to Be Substituted. Upon any consolidation of the Issuer or the Guarantor with, or merger or amalgamation of the Issuer or the Guarantor into, any other Person, or any conveyance, transfer or lease of the properties and assets of the Issuer or the Guarantor substantially as an entirety in accordance with Section 5.01 or Section 5.02, the Successor Company or Successor Guarantor formed by such consolidation or into which the Issuer or the Guarantor is merged or amalgamated or to which such conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Guarantor, as the case may be, under this Indenture with the same effect as if such Successor Company or Successor Guarantor had been named as the Issuer or the Guarantor, as the case may be, herein, and thereafter, except in the case of a lease to another Person, the predecessor Person shall be relieved of all obligations and covenants under this Indenture and the Notes.
Successor to Be Substituted. Upon any consolidation by the Issuer or the Guarantor, as applicable, with or merger of the Issuer or the Guarantor, as applicable, into any other Person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer or the Guarantor, as applicable, to any Person in accordance with Section 10.01, the successor Person formed by such consolidation or into which the Issuer or the Guarantor, as applicable, is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer or the Guarantor, as applicable, under this Indenture with the same effect as if such successor Person had been named as the Issuer or as the Guarantor, as applicable, herein, and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Indenture and the Notes. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.
Successor to Be Substituted. In case of any such transaction described in Section 5.01 or Section 5.02 and upon the assumption by the Successor Company or the Successor Guarantor, as the case may be, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company or the applicable Guarantor, as the case may be, such Successor Company or the Successor Guarantor, as the case may be, shall succeed, and be substituted for, and may exercise every right and power of, the Company or the applicable Guarantor, as the case may be and, except in the case of a lease, the Company or the applicable Guarantor, as the case may be, shall be released and discharged from its obligations under the Notes and this Indenture.
Successor to Be Substituted. Upon any Consolidation Transaction, the Successor (if not the Issuer) shall succeed to and be substituted for, and may exercise every right and power of, the Issuer under the Indenture with the same effect as if such Successor had been an original party hereto; and thereafter the Issuer shall be discharged from its obligations under the Notes and the Indenture, except in the case of a lease. In case of any Consolidation Transaction, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.
Successor to Be Substituted. In case of any such transaction described in Section 5.01 and upon the assumption by the Successor Company, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form and substance to the Trustee, of the due and punctual payment of the principal of and interest on all of the Notes, and the due and punctual performance and observance of all of the covenants and conditions of this Indenture to be performed or satisfied by the Company, such Successor Company shall succeed, and be substituted for, and may exercise every right and power of, the Company, and the Company shall be discharged from its obligations under the Notes and this Indenture.
Successor to Be Substituted. Upon any consolidation by the Issuer with or merger of the Issuer into any other Person or any sale, conveyance, transfer or lease of all or substantially all of the properties and assets of the Issuer to any Person in accordance with Section 10.1, the successor Person formed by such consolidation or into which the Issuer is merged or to which such sale, conveyance, transfer or lease is made shall succeed to, and be substituted for, and may exercise every right and power of, the Issuer under this Note with the same effect as if such successor Person had been named as the Issuer herein, and thereafter, except in the case of a lease, the predecessor Person shall be released from all obligations and covenants under this Note. In case of any such consolidation, merger, sale, conveyance, transfer or lease, such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.
Successor to Be Substituted. In case of any such transaction described in, and complying with the conditions listed in, Section 5.01 or Section 5.02, the Successor Company or the Successor Guarantor, as the case may be, shall succeed, and be substituted for, and may exercise every right and power of, the Issuer or the applicable Guarantor, as the case may be and, except in the case of a lease, the Issuer or the applicable Guarantor, as the case may be, shall be released and discharged from its obligations under the Notes and this Indenture.
