Common use of The New Subsidiary Guarantor May Consolidate, etc. Only on Certain Terms Clause in Contracts

The New Subsidiary Guarantor May Consolidate, etc. Only on Certain Terms. The New Subsidiary Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not New Subsidiary Guarantor is the surviving Person, another Person other than the Company or another future Guarantor, if any), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (the “Successor Entity”), if other than the New Subsidiary Guarantor or the Company, assumes all the obligations of the New Subsidiary Guarantor under this Guarantee Supplemental Indenture and the Note Guarantee pursuant to a supplemental indenture; or (2) such sale or other disposition does not violate the applicable provisions of the Indenture. In case of any such consolidation, amalgamation, merger, sale or conveyance and upon the assumption by the Successor Entity, by a supplemental indenture, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of the Indenture and this Guarantee Supplemental Indenture to be performed by the New Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the New Subsidiary Guarantor with the same effect as if it had been named herein as the New Subsidiary Guarantor. Except as set forth in Section 108 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this Guarantee Supplemental Indenture, the Indenture or in any of the Notes will prevent any consolidation or merger of the New Subsidiary Guarantor with or into the Company or another future Guarantor, or will prevent any sale or conveyance of the property of the New Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another future Guarantor. Upon any such consolidation or merger of the New Subsidiary Guarantor with or into another future Guarantor or with or into the Company, the Note Guarantee of the New Subsidiary Guarantor that does not survive will no longer be of any force or effect.

The New Subsidiary Guarantor May Consolidate, etc. Only on Certain Terms. The New Subsidiary Guarantor may not consolidate, amalgamate or merge with or into or wind up into (whether or not New Subsidiary Guarantor is the surviving Person, another Person other than the Company or another future Guarantor, if any), or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any Person unless: (a) immediately after giving effect to such transaction, no Default or Event of Default exists; and (b) either: (1) the Person acquiring the assets in any such sale or disposition or the Person formed by or surviving any such consolidation, amalgamation or merger (the “Successor Entity”), if other than the New Subsidiary Guarantor or the Company, assumes all the obligations of the New Subsidiary Guarantor under this Guarantee Supplemental Indenture and the Note Guarantee pursuant to a supplemental indenture; or (2) such sale or other disposition does not violate the applicable provisions of the Indenture. In case of any such consolidation, amalgamation, merger, sale or conveyance and upon the assumption by the Successor Entity, by a supplemental indenture, of the Note Guarantee and the due and punctual performance of all of the covenants and conditions of the Indenture and this Guarantee Supplemental Indenture to be performed by the New Subsidiary Guarantor, such Successor Guarantor will succeed to and be substituted for the New Subsidiary Guarantor with the same effect as if it had been named herein as the New Subsidiary Guarantor. Except as set forth in Section 108 1307 of the Indenture, and notwithstanding clauses (a) and (b) above, nothing contained in this Guarantee Supplemental Indenture, the Indenture or in any of the Notes will prevent any consolidation or merger of the New Subsidiary Guarantor with or into the Company or another future Guarantor, or will prevent any sale or conveyance of the property of the New Subsidiary Guarantor as an entirety or substantially as an entirety to the Company or another future Guarantor. Upon any such consolidation or merger of the New Subsidiary Guarantor with or into another future Guarantor or with or into the Company, the Note Guarantee of the New Subsidiary Guarantor that does not survive will no longer be of any force or effect.