Common use of When Guarantor May Merge or Transfer Assets Clause in Contracts

When Guarantor May Merge or Transfer Assets. The Guarantor shall not consolidate with or merge with or into any other person or convey, transfer or lease its properties and assets substantially as an entirety to any person, unless: (a) either (1) the Guarantor shall be the continuing corporation or (2) the person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Guarantor substantially as an entirety (i) shall be organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, provided, however, that the condition contained in this section 5.02(a)(2)(i) shall not apply if independent counsel experienced in such matters delivers an opinion to the Guarantor concluding that, under then existing laws, there would be no adverse tax consequences to the Holders if this condition were not satisfied, and (ii) shall expressly assume, by an indenture supplemental hereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Securities and this Indenture; (b) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (c) the Guarantor shall have delivered to the Trustee a Guarantor's Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply with this Article 5 and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the properties and assets of one or more Subsidiaries (other than to the Guarantor or another Subsidiary), which, if such assets were owned by the Guarantor, would constitute all or substantially all of the properties and assets of the Guarantor, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. The successor person formed by such consolidation or into which the Guarantor is merged or the successor person 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 Guarantor under this Indenture with the same effect as if such successor had been named as the Guarantor herein; and thereafter the Guarantor shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, the Guarantor, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the Guarantor.

When Guarantor May Merge or Transfer Assets. The (a) A Guarantor shall not consolidate with or with, merge with or convert into any other person Person or convey, transfer or lease all or substantially all of its properties and assets substantially as an entirety to any personPerson (other than the Company or another Guarantor), unless: (ai) either (1) the Guarantor shall be the continuing corporation Person or (2) the person Person (if other than the Guarantor) formed by such consolidation or into which the Guarantor is merged or the person Person which acquires by conveyance, transfer or lease all or substantially all of the properties and assets of the Guarantor substantially as an entirety (the “Surviving Entity”) (i) shall be a Person (other than an individual) organized and validly existing under the laws of the United States or any State thereof or the District of Columbia, provided, however, that the condition contained in this section 5.02(a)(2)(i) shall not apply if independent counsel experienced in such matters delivers an opinion to the Guarantor concluding that, under then existing laws, there would be no adverse tax consequences to the Holders if this condition were not satisfied, Columbia and (ii) shall expressly assume, by an indenture supplemental hereto, executed the execution and delivered delivery to the Trustee, Trustee of a Joinder to Guaranty set forth in form satisfactory to the TrusteeExhibit A annexed hereto, all of the obligations Guaranteed Obligations of the Guarantor under the Securities and this IndentureGuaranty; (bii) immediately after giving effect to at the time of such transaction, no Event of Default (as defined in the Indenture) and no event which, after notice or lapse of time, would become an Event of Default, shall have occurred happened and be continuing; and (ciii) the Guarantor Company shall have delivered to the Trustee a Guarantor's Beneficiary an Officers' ’ Certificate and an Opinion of CounselCounsel (each as defined in the Indenture), each stating that such consolidation, merger, conveyance, transfer or lease and, if a supplemental indenture is required in connection with such transaction, such supplemental indenture, comply complies with this Article 5 Guaranty and that all conditions precedent herein provided for relating to such transaction have been satisfied. For purposes of the foregoing, the transfer . (by lease, assignment, sale or otherwiseb) of the properties and assets of one or more Subsidiaries (other than to the Guarantor or another Subsidiary), which, if such assets were owned by the Guarantor, would constitute all or substantially all of the properties and assets of the Guarantor, shall be deemed to be the transfer of all or substantially all of the properties and assets of the Guarantor. The successor person formed by such consolidation or into which the Guarantor is merged or the successor person to which such conveyance, transfer or lease is made Surviving Entity shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture Guaranty with the same effect as if such successor Surviving Entity had been named as the Guarantor herein; and thereafter the Guarantor shall be discharged from all obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, the Guarantor, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release of the GuarantorGuaranty.

When Guarantor May Merge or Transfer Assets. The So long as the Guarantee in Article X is in effect, the Guarantor shall not consolidate with or merge with or into any other person into, or convey, transfer or lease lease, in one transaction or a series of transactions, directly or indirectly, all or substantially all its properties and assets substantially as an entirety to to, any personPerson, unless: (a) either (1i) the Guarantor shall be resulting, surviving or transferee Person (the continuing corporation or (2) the person (if other than the "Successor Guarantor) formed by such consolidation or into which the Guarantor is merged or the person which acquires by conveyance, transfer or lease the properties and assets of the Guarantor substantially as an entirety (i") shall be a Person organized and validly existing under the laws of the United States or of America, any State thereof or the District of Columbia, provided, however, that Columbia and the condition contained in this section 5.02(a)(2)(i) shall Successor Guarantor (if not apply if independent counsel experienced in such matters delivers an opinion to the Guarantor concluding that, under then existing laws, there would be no adverse tax consequences to the Holders if this condition were not satisfied, and (iiGuarantor) shall expressly assume, by an indenture supplemental heretothereto, executed and delivered to the Trustee, in form satisfactory to the Trustee, all of the obligations of the Guarantor under the Securities Notes and this the Indenture; (bii) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and; (ciii) immediately after giving pro forma effect to such transaction, the Successor Guarantor shall have Consolidated Net Worth in an amount that is not less than the Consolidated Net Worth of the Guarantor immediately prior to such transaction; (iv) the Guarantor shall have delivered to the Trustee a Guarantor's an Officers' Certificate and an Opinion of Counsel, each stating that such consolidation, merger, conveyance, merger or transfer or lease and, if a and such supplemental indenture is required in connection with such transaction, such supplemental indenture, (if any) comply with this Article 5 and the Indentures; and (v) the Guarantor shall have delivered to the Trustee an Opinion of Counsel to the effect that all conditions precedent herein provided the Holders will not recognize income, gain or loss for relating to Federal income tax purposes as a result of such transaction and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been satisfied. For purposes the case if such transaction had not occurred; provided, however, that clause (iii) will not be applicable to (A) a Restricted Subsidiary consolidating with, merging into or transferring all or part of the foregoing, the transfer (by lease, assignment, sale or otherwise) of the its properties and assets of one or more Subsidiaries (other than to the Guarantor or another Subsidiary), which, if such assets were owned by (B) the Guarantor, would constitute all or substantially all Guarantor merging with an Affiliate of the properties Guarantor solely for the purpose and assets with the sole effect of reincorporating the Guarantor, shall be deemed to Guarantor in another jurisdiction. The Successor Guarantor will be the transfer of all or substantially all of the properties and assets of the Guarantor. The successor person formed by such consolidation or into which to the Guarantor is merged or the successor person to which such conveyance, transfer or lease is made and shall succeed to, and be substituted for, and may exercise every right and power of, the Guarantor under this Indenture with the same effect as if such successor had been named as Indenture, and the Guarantor herein; and thereafter predecessor Guarantor, except in the Guarantor case of a lease, shall be discharged released from all its obligations and covenants under this Indenture and the Securities. Subject to Section 9.06, the Guarantor, the Trustee and the successor person shall enter into a supplemental indenture to evidence the succession and substitution of such successor person and such discharge and release Guarantee of the GuarantorNotes.