Common use of When Foamex or FCC May Merge, etc Clause in Contracts

When Foamex or FCC May Merge, etc. Neither Foamex nor FCC will consolidate or merge with or into (whether or not Foamex or FCC, as the case may be, is the surviving person), 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, another corporation, person or entity unless the person formed by or surviving any such consolidation or merger (if other than Foamex or FCC, as the case may be) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Issuers, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture. The Issuers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel."

When Foamex or FCC May Merge, etc. Neither Foamex nor FCC will consolidate or merge with or into (whether or not Foamex or FCC, as the case may be, is the surviving person), 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, another corporation, person or entity unless the person formed by or surviving any such consolidation or merger (if other than Foamex or FCC, as the case may be) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Issuers, pursuant to a supplemental indenture in a form reasonably satisfactory to the Trustee, under the Securities and this Indenture. The Issuers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, Counsel stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel."

When Foamex or FCC May Merge, etc. Neither Foamex the Company nor FCC FJCC will consolidate or merge with or into (whether or not Foamex the Company or FCCFJCC, as the case may be, is the surviving person), 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, another corporation, person or entity unless the person formed by or surviving any such consolidation or merger (if other than Foamex the Company or FCCFJCC, as the case may be) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations Obligations of the Issuers, Issuers pursuant to a supplemental indenture and appropriate Collateral Documents in a form reasonably satisfactory to the Trustee, under the Securities Debentures, this Indenture and this Indenturethe Collateral Documents. The Issuers Company shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel."

When Foamex or FCC May Merge, etc. Neither Foamex nor FCC will consolidate or merge with or into (whether or not Foamex or FCC, as the case may be, is the surviving person), 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, another corporation, person or entity unless unless: the person formed by or surviving any such consolidation or merger (if other than Foamex or FCC, as the case may be) or the person to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made assumes all the obligations of the Issuers, pursuant to a supplemental indenture and appropriate Collateral Documents in a form reasonably satisfactory to the Trustee, under the Securities Securities, this Indenture and this Indenturethe Collateral Documents. The Issuers shall deliver to the Trustee prior to the consummation of the proposed transaction an Officers' Certificate to the foregoing effect and an Opinion of Counsel, stating that the proposed transaction and such supplemental indenture comply with this Indenture. The Trustee shall be entitled to conclusively rely upon such Officers' Certificate and Opinion of Counsel."