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

When Issuer May Merge or Transfer Assets. (a) The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (i) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of formation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (1) either (A) the Issuer will be the surviving or continuing Person; or (B) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor (if other than the Issuer) expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Securities and this Indenture; provided that, at any time the Successor is a limited liability company or a limited partnership, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia; (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(a)(1)(B), no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies with the provisions of this Indenture, that all applicable conditions and covenants contained in this Indenture have been complied with, that such supplemental indenture complies with the provisions of this Indenture and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Issuer or the Successor, enforceable against the Issuer or the Successor (subject to customary exceptions). For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) Except as provided in Section 10.07, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another Person, whether or not affiliated with such Guarantor, unless (1) either, (A) such Guarantor will be the surviving or continuing Person; or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Guarantee of such Guarantor and this Indenture; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(b)(1)(B), no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies with the provisions of this Indenture, all applicable conditions and covenants contained in this Indenture have been complied with and that such supplemental indenture complies with the provisions of this Indenture and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Guarantor or such Person, enforceable against the Guarantor or such Person (subject to customary exceptions). (c) Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (2) the above provisions of this Section 5.01 shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiaries, and (3) the requirements of Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Guarantee in accordance with the provisions described under Section 10.07. (d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Subsidiaries, whose properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, on a consolidated basis, will be deemed to be the transfer of all or substantially all of the assets of the Issuer. (e) Upon any consolidation, combination or merger of the Issuer or a Guarantor, or any transfer of all or substantially all of the assets of the Issuer in accordance with this Section 5.01 in which the Issuer or such Guarantor is not the continuing obligor under the Securities or its Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the sale, conveyance, lease, transfer or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Securities and the Guarantees with the same effect as if such surviving entity had been named herein as the Issuer or such Guarantor and, except in the case of a sale, conveyance, transfer, lease or other disposition, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Securities or in respect of its Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Securities, this Indenture and its Guarantee, if applicable.

When Issuer May Merge or Transfer Assets. (a) The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (i) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of formation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (1) either (A) the Issuer will be the surviving or continuing Person; Person or (B) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor (if other than the Issuer) expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Securities and this Indenture; provided that, that at any time the Successor is a limited liability company or a limited partnership, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia; (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(a)(1)(B)) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; (3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in Section 5.01(a)(1)(B) and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, either (A) the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a), (B) the Consolidated Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction or (C) the Indebtedness to Tangible Net Worth Ratio of the Issuer and the Restricted Subsidiaries or the Successor and its Restricted Subsidiaries, as the case may be, would be less than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; and (34) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies and such supplemental indenture, if any, comply with the provisions of this Indenture, that all applicable conditions and covenants contained in this Indenture have been complied with, that such supplemental indenture complies with the provisions case of this Indenture and, with respect to such the Opinion of Counsel, that such supplemental indenture is constitutes the legal, valid and binding obligation of the Issuer or the Successor, enforceable against the Issuer or the Successor (subject to customary exceptions)Successor. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) Except as provided in Section 10.07, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another PersonPerson (other than the Issuer or another Guarantor), whether or not affiliated with such Guarantor, unless (1) either, (A) such Guarantor will be the surviving or continuing Person; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another the Guarantor) assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Security Guarantee of such Guarantor and this Indenture; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(b)(1)(B)) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationconsolidation or merger and such supplemental indenture, mergerif any, disposition or Plan of Liquidation complies comply with the provisions of this Indenture, all applicable conditions and covenants contained in this Indenture have been complied with and that such supplemental indenture complies with the provisions case of this Indenture and, with respect to such the Opinion of Counsel, that such supplemental indenture is constitutes the legal, valid and binding obligation of the Guarantor or such Personsuccessor Guarantor, enforceable against the Guarantor or such Person (subject to customary exceptions)successor Guarantor. (c) Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (2) the above provisions of this Section 5.01 shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiaries, and (3) the requirements of Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Security Guarantee in accordance with the provisions described under Section 10.07. (d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Subsidiaries, whose which properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, on a consolidated basis, will be deemed to be the transfer of all or substantially all of the assets of the Issuer. (e) Upon any consolidation, combination or merger of the Issuer or a Guarantor, or any transfer sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01 in which the Issuer or such Guarantor is not the continuing obligor under the Securities or its Security Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the sale, conveyance, lease, transfer transfer, conveyance or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Securities and the Security Guarantees with the same effect as if such surviving entity had been named herein as the Issuer or such Guarantor and, except in the case of a sale, conveyance, transfer, lease or other dispositionlease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of of, premium, if any, and interest on the Securities or in respect of its Security Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Securities, this Indenture and its Security Guarantee, if applicable.

When Issuer May Merge or Transfer Assets. (a) The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (ia) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s its jurisdiction of formation incorporation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer or its Restricted Subsidiaries (taken as a whole), to any Person or (iib) adopt a Plan of Liquidation unless, in either case: (1) either (Aa) the Issuer will be the surviving or continuing Person; Person or (Bb) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor (if other than the Issuer) expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Securities and this Indenture; provided that, that at any time the Successor is a limited liability company or a limited partnership, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia; (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(a)(1)(B)5.01(a)(1)(b) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate immediately after and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies with the provisions of this Indenture, that all applicable conditions and covenants contained in this Indenture have been complied with, that such supplemental indenture complies with the provisions of this Indenture and, with respect giving effect to such Opinion transaction and the assumption of Counselthe obligations set forth in Section 5.01(a)(1)(b) and the incurrence of any Indebtedness to be incurred in connection therewith, that such supplemental indenture is and the legaluse of any net proceeds therefrom on a pro forma basis, valid and binding obligation of either (a) the Issuer or the Successor, enforceable against as the case may be, could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a), (b) the Consolidated Fixed Charge Coverage Ratio of the Issuer and its Restricted Subsidiaries or the Successor and its Restricted Subsidiaries, as the case may be, would be greater than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction or (subject c) the ratio of Consolidated Indebtedness to customary exceptions)Consolidated Tangible Net Worth of the Issuer and its Restricted Subsidiaries or the Successor and its Restricted Subsidiaries, as the case may be, would be less than such ratio for the Issuer and its Restricted Subsidiaries immediately prior to such transaction. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) Except as provided in Section 10.07, no No Subsidiary Guarantor may consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person) another PersonPerson (other than the Issuer or another Subsidiary Guarantor), whether or not affiliated with such Subsidiary Guarantor, unless (1) either, (Aa) such Subsidiary Guarantor will be the surviving or continuing Person; Person or (Bb) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another Guarantor) assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Subsidiary Guarantor under the Security Guarantee of such Subsidiary Guarantor and this Indenture; and (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(b)(1)(B), no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies with the provisions of this Indenture, all applicable conditions and covenants contained in this Indenture have been complied with and that such supplemental indenture complies with the provisions of this Indenture and, with respect to such Opinion of Counsel, that such supplemental indenture is the legal, valid and binding obligation of the Guarantor or such Person, enforceable against the Guarantor or such Person (subject to customary exceptions). (c) . Notwithstanding the foregoing, (1a) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (2b) Sections 5.01(a)(2) and (3) shall not apply to a merger of the Issuer with or into a Restricted Subsidiary, (c) the above provisions of this Section 5.01 shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiaries, Subsidiary and (3d) the requirements of Section 5.01(b) the immediately preceding paragraph will not apply to any transaction pursuant to which such Subsidiary Guarantor is permitted to be released from its Security Guarantee in accordance with the provisions described under Section 10.07. (d) . For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Restricted Subsidiaries, whose properties and assets, if held by the Issuer instead Equity Interests of such Subsidiaries, would which constitute all or substantially all of the properties and assets of the Issuer, on a consolidated basis, will be deemed to be the transfer of all or substantially all of the assets of the Issuer. (e) . Upon any consolidation, combination or merger of the Issuer or a Subsidiary Guarantor, or any transfer sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01 the foregoing in which the Issuer or such Subsidiary Guarantor is not the continuing obligor under the Securities or its Security Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Subsidiary Guarantor is merged or to which the sale, conveyance, lease, transfer transfer, conveyance or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Subsidiary Guarantor under this Indenture, the Securities and the Security Guarantees with the same effect as if such surviving entity had been named herein therein as the Issuer or such Subsidiary Guarantor and, except in the case of a sale, conveyance, transfer, lease or other dispositionlease, the Issuer or such Subsidiary Guarantor, as the case may be, will be released from the obligation to pay the principal of and interest on the Securities or in respect of its Security Guarantee, as the case may be, and all of the Issuer’s or such Subsidiary Guarantor’s other obligations and covenants under the Securities, this Indenture and its Security Guarantee, if applicable.

When Issuer May Merge or Transfer Assets. (a) The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (i) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of formation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (1) either (A) the Issuer will be the surviving or continuing Person; Person or (B) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor (if other than the Issuer) expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Securities and this Indenture; provided that, that at any time the Successor is a limited liability company or a limited partnership, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia; (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(a)(1)(B)) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; (3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in Section 5.01(a)(1)(B) and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, either (A) the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a), (B) the Consolidated Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be greater than or equal to such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction or (C) the Indebtedness to Tangible Net Worth Ratio of the Issuer and the Restricted Subsidiaries or the Successor and its Restricted Subsidiaries, as the case may be, would be less than or equal to such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; and (34) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies and such supplemental indenture, if any, comply with the provisions of this Indenture, that all applicable conditions and covenants contained in this Indenture have been complied with, that such supplemental indenture complies with the provisions case of this Indenture and, with respect to such the Opinion of Counsel, that such supplemental indenture is constitutes the legal, valid and binding obligation of the Issuer or the Successor, enforceable against the Issuer or the Successor (subject to customary exceptions)Successor. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) Except as provided in Section 10.07, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another PersonPerson (other than the Issuer or another Guarantor), whether or not affiliated with such Guarantor, unless (1) either, (A) such Guarantor will be the surviving or continuing Person; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another the Guarantor) assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Security Guarantee of such Guarantor and this Indenture; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(b)(1)(B)) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationconsolidation or merger and such supplemental indenture, mergerif any, disposition or Plan of Liquidation complies comply with the provisions of this Indenture, all applicable conditions and covenants contained in this Indenture have been complied with and that such supplemental indenture complies with the provisions case of this Indenture and, with respect to such the Opinion of Counsel, that such supplemental indenture is constitutes the legal, valid and binding obligation of the Guarantor or such Personsuccessor Guarantor, enforceable against the Guarantor or such Person (subject to customary exceptions)successor Guarantor. (c) Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (2) the above provisions of this Section 5.01 shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiaries, and (3) the requirements of Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Security Guarantee in accordance with the provisions described under Section 10.07. (d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Subsidiaries, whose properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, on a consolidated basis, will be deemed to be the transfer of all or substantially all of the assets of the Issuer. (e) Upon any consolidation, combination or merger of the Issuer or a Guarantor, or any transfer sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01 in which the Issuer or such Guarantor is not the continuing obligor under the Securities or its Security Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the sale, conveyance, lease, transfer transfer, conveyance or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Securities and the Security Guarantees with the same effect as if such surviving entity had been named herein as the Issuer or such Guarantor and, except in the case of a sale, conveyance, transfer, lease or other dispositionlease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of of, premium, if any, and interest on the Securities or in respect of its Security Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Securities, this Indenture and its Security Guarantee, if applicable.

When Issuer May Merge or Transfer Assets. (a) The Issuer will not, directly or indirectly, in a single transaction or a series of related transactions, (i) consolidate or merge with or into any Person (other than a merger that satisfies the requirements of Section 5.01(a)(1) with a Wholly Owned Restricted Subsidiary solely for the purpose of changing the Issuer’s jurisdiction of formation to another State of the United States), or sell, lease, transfer, convey or otherwise dispose of or assign all or substantially all of the assets of the Issuer to any Person or (ii) adopt a Plan of Liquidation unless, in either case: (1) either (A) the Issuer will be the surviving or continuing Person; Person or (B) the Person formed by or surviving such consolidation or merger (if other than the Issuer) or to which such sale, lease, conveyance or other disposition shall be made (or, in the case of a Plan of Liquidation, any Person to which assets are transferred) (collectively, the “Successor”) is a corporation, limited liability company or limited partnership organized and existing under the laws of any State of the United States of America or the District of Columbia, and the Successor (if other than the Issuer) expressly assumes, by supplemental indenture in form and substance reasonably satisfactory to the Trustee, all of the obligations of the Issuer under the Securities and this Indenture; provided that, that at any time the Successor is a limited liability company or a limited partnership, there shall be a co-issuer of the Securities that is a corporation organized and existing under the laws of any State of the United States of America or the District of Columbia; (2) immediately prior to and immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(a)(1)(B)) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; (3) immediately after and giving effect to such transaction and the assumption of the obligations set forth in Section 5.01(a)(1)(B) and the incurrence of any Indebtedness to be incurred in connection therewith, and the use of any net proceeds therefrom on a pro forma basis, either (A) the Issuer or the Successor, as the case may be, could incur $1.00 of additional Indebtedness pursuant to Section 4.03(a), (B) the Consolidated Fixed Charge Coverage Ratio of the Issuer and the Restricted Subsidiaries or the Successor and the Restricted Subsidiaries, as the case may be, would be greater than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction or (C) the Indebtedness to Tangible Net Worth Ratio of the Issuer and the Restricted Subsidiaries or the Successor and its Restricted Subsidiaries, as the case may be, would be less than such ratio for the Issuer and the Restricted Subsidiaries immediately prior to such transaction; and (34) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidation, merger, disposition or Plan of Liquidation complies and such supplemental indenture, if any, comply with the provisions of this Indenture, that all applicable conditions and covenants contained in this Indenture have been complied with, that such supplemental indenture complies with the provisions case of this Indenture and, with respect to such the Opinion of Counsel, that such supplemental indenture is constitutes the legal, valid and binding obligation of the Issuer or the Successor, enforceable against the Issuer or the Successor (subject to customary exceptions)Successor. For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction. (b) Except as provided in Section 10.07, no Guarantor may consolidate with or merge with or into (whether or not such Guarantor is the surviving Person) another PersonPerson (other than the Issuer or another Guarantor), whether or not affiliated with such Guarantor, unless (1) either, (A) such Guarantor will be the surviving or continuing Person; Person or (B) the Person formed by or surviving any such consolidation or merger (if other than such Guarantor or another the Guarantor) assumes, by supplemental indenture in form and substance satisfactory to the Trustee, all of the obligations of such Guarantor under the Security Guarantee of such Guarantor and this Indenture; (2) immediately after giving effect to such transaction and the assumption of the obligations as set forth in Section 5.01(b)(1)(B)) and the incurrence of any Indebtedness to be incurred in connection therewith, no Default shall have occurred and be continuing; and (3) the Issuer shall have delivered to the Trustee an Officer’s Officers’ Certificate and an Opinion of Counsel, each stating that such consolidationconsolidation or merger and such supplemental indenture, mergerif any, disposition or Plan of Liquidation complies comply with the provisions of this Indenture, all applicable conditions and covenants contained in this Indenture have been complied with and that such supplemental indenture complies with the provisions case of this Indenture and, with respect to such the Opinion of Counsel, that such supplemental indenture is constitutes the legal, valid and binding obligation of the Guarantor or such Personsuccessor Guarantor, enforceable against the Guarantor or such Person (subject to customary exceptions)successor Guarantor. (c) Notwithstanding the foregoing, (1) any Restricted Subsidiary may merge into the Issuer or another Restricted Subsidiary, (2) the above provisions of this Section 5.01 shall not apply to any transfer of assets between or among the Issuer and any Restricted Subsidiaries, and (3) the requirements of Section 5.01(b) will not apply to any transaction pursuant to which such Guarantor is permitted to be released from its Security Guarantee in accordance with the provisions described under Section 10.07. (d) For purposes of this Section 5.01, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series of transactions) of all or substantially all of the assets of one or more Subsidiaries, whose properties and assets, if held by the Issuer instead of such Subsidiaries, would constitute all or substantially all of the properties and assets of the Issuer, on a consolidated basis, will be deemed to be the transfer of all or substantially all of the assets of the Issuer. (e) Upon any consolidation, combination or merger of the Issuer or a Guarantor, or any transfer sale, lease, transfer, conveyance or other disposition of all or substantially all of the assets of the Issuer in accordance with this Section 5.01 in which the Issuer or such Guarantor is not the continuing obligor under the Securities or its Security Guarantee, the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or to which the sale, conveyance, lease, transfer transfer, conveyance or other disposition is made will succeed to, and be substituted for, and may exercise every right and power of, the Issuer or such Guarantor under this Indenture, the Securities and the Security Guarantees with the same effect as if such surviving entity had been named herein as the Issuer or such Guarantor and, except in the case of a sale, conveyance, transfer, lease or other dispositionlease, the Issuer or such Guarantor, as the case may be, will be released from the obligation to pay the principal of of, premium, if any, and interest on the Securities or in respect of its Security Guarantee, as the case may be, and all of the Issuer’s or such Guarantor’s other obligations and covenants under the Securities, this Indenture and its Security Guarantee, if applicable.