Surviving Person Substituted. In the event of any transaction (other than a lease of all or substantially all assets) described in and complying with the conditions listed in Section 5.01 in which the Company is not the Surviving Person and the Surviving Person is to assume all the obligations of the Company under the Notes and this Indenture pursuant to a supplemental indenture, such Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company, and the Company would be discharged from its obligations under this Indenture, the Notes, provided that solely for the purpose of calculating amounts described in clause (iii) of Section 4.05(a), any such Surviving Person shall only be deemed to have succeeded to and be substituted for the Company with respect to the period subsequent to the effective time of such transaction (and the Company (before giving effect to such transaction) shall be deemed to be the “Company” for such purposes for all prior periods).
Surviving Person Substituted. (a) In case of any such consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on all of the Notes outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to the Notes pursuant to Section 2.02 to be performed by the Company or a Subsidiary Guarantor, as the case may be, such successor entity shall succeed to and be substituted for and may exercise every right and power of the Company or a Subsidiary Guarantor, as the case may be, under this Indenture with the same effect as if it had been named as the Company or a Subsidiary Guarantor, as the case may be, herein, and thereupon the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Notes.
(b) In case of any such consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition such changes in phraseology and form (but not in substance) may be made in the Notes thereafter to be issued as may be appropriate.
Surviving Person Substituted. Upon any consolidation or merger or any sale, assignment, transfer, conveyance, lease or other disposition of all or substantially all of the properties or assets of the Company in accordance with the foregoing in which the Company is not the surviving entity, the surviving Person formed by such consolidation or into or with which the Company is merged or to which such sale, assignment, transfer, conveyance, lease or other disposition 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 surviving Person had been named as the Company in this Indenture, and thereafter (except in the case of a lease of all or substantially all of the Company’s properties or assets), the Company will be relieved of all obligations and covenants under this Indenture and the Notes.
Surviving Person Substituted. (a) In case of any such consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition and upon the assumption by the successor entity, by supplemental indenture, executed and delivered to the Trustee and reasonably satisfactory in form to the Trustee, of the due and punctual payment of the principal of, premium, if any, and interest on all of the Securities of each Series then outstanding and the due and punctual performance of all of the covenants and conditions of this Indenture or established with respect to such Securities of Series then outstanding pursuant to Section 2.02 to be performed by the Company or a Guarantor, as the case may be, such successor entity shall succeed to and be substituted for and may exercise every right and power of the Company or a Guarantor, as the case may be, with respect to each Series of Securities then outstanding under this Indenture, with the same effect as if it had been named as the Company or a Guarantor, as the case may be, herein, and thereupon the predecessor entity shall be relieved of all obligations and covenants under this Indenture and the Securities.
(b) In case of any such consolidation, amalgamation, merger, sale, conveyance, assignment, transfer, lease or other disposition such changes in phraseology and form (but not in substance) may be made in the Securities thereafter to be issued as may be appropriate.
(c) Notwithstanding the provisions of this Article Five, (i) any Subsidiary may merge, consolidate or amalgamate with or into or sell, transfer, assign, lease, convey or otherwise dispose of all or substantially all its property to the Company or another Subsidiary (or, with respect to any Guaranteed Series of Securities, another Guarantor) and (ii) the Company may merge with an Affiliate incorporated solely for the purpose of and with the sole effect of reincorporating or reorganizing the Company in another state of the United States.
Surviving Person Substituted. In the event of any transaction (other than a lease) described in and complying with the conditions listed in Section 5.01(a) in which the Company or the Subsidiary Guarantor, as the case may be, is not the Surviving Person and the Surviving Person is to assume all the obligations of the Company or the Subsidiary Guarantor under the Notes, the Subsidiary Guarantee, as applicable, and this Indenture pursuant to a supplemental indenture, such Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company or the Subsidiary Guarantor, and the Company or the Subsidiary Guarantor would be discharged from its obligations under this Indenture, the Notes or its Subsidiary Guarantee, as the case may be, provided, that solely for the purpose of calculating amounts described in clause (iii) of Section 4.05(a), any such Surviving Person shall only be deemed to have succeeded to and be substituted for the Company with respect to the period subsequent to the effective time of such transaction (and the Company (before giving effect to such transaction) shall be deemed to be the "Company" for such purposes for all prior periods). 57 -50-
Surviving Person Substituted. In the event of any transaction (other than a lease) described in and complying with the conditions listed in Sections 5.01(a) or (c) in which the Company or any Subsidiary Guarantor is not the Surviving Person and the Surviving Person is to assume all the obligations of the Company or any such Subsidiary Guarantor under the Notes and this Indenture pursuant to a supplemental indenture, such Surviving Person shall succeed to, and be substituted for, and may exercise every right and power of, the Company or such Subsidiary Guarantor, as the case may be, and the Company or such Subsidiary Guarantor, as the case may be, would be discharged from its obligations under this Indenture, the Notes or its Subsidiary Guarantee, as the case may be.
Surviving Person Substituted. Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Company in accordance with Section 7.1, the surviving person formed by such consolidation or into which the Company 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 Company under this Indenture with the same effect as if such surviving person had been named as the Company herein.
Surviving Person Substituted. Upon any acquisition, disposal, consolidation, merger or other combination, or any transfer of assets in accordance with Section 16.1, the Surviving Person (if other than the Companies) following such transaction or formed by such consolidation or into which the Companies are merged or otherwise combined or to which such transfer is made shall succeed to, and be substituted for, and may exercise every right and power of, the Companies under this Agreement and the Certificate of Designations with the same effect as if such Surviving Person had been named as the Companies herein. When, and only when, a Successor Company assumes all of the obligations of the Companies hereunder and under the Securities and agrees to be bound hereby and thereby, the predecessor shall be released from such obligations.
Surviving Person Substituted. Upon any consolidation or merger, or ---------------------------- any transfer of assets in accordance with Section 8.1, the Surviving Person (if other than the Company) formed by such consolidation or into which the Company 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 Company under this Agreement with the same effect as if such Surviving Person had been named as the Company herein. When a Successor Company assumes all of the obligations of the Company hereunder and under the Senior Notes and agrees to be bound hereby and thereby, the predecessor shall be released from such obligations.
Surviving Person Substituted. Upon any transaction involving the Company or either Issuer in accordance with Section 5.01 in which the Company or the relevant Issuer is not the Surviving Person, the Surviving Person will succeed to, and be substituted for, and may exercise every right and power of, the Company or the relevant Issuer under this Indenture, and thereafter the predecessor Company or the relevant Issuer shall be relieved of all obligations and covenants under this Indenture and the Notes.
