Common use of When the Guarantors May Merge Etc Clause in Contracts

When the Guarantors May Merge Etc. Each Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Company or any other Subsidiary or Guarantor) or permit any Person to merge with or into such Guarantor unless: (a) either (x) such Guarantor shall be the continuing Person or (y) the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged or that acquired or leased such property and assets of such Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of such Guarantor on the relevant Guarantee and under this Indenture and such Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, sale, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of such Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) such Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.03(a)(y).

When the Guarantors May Merge Etc. Each Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Company or any other Subsidiary or Guarantor) or permit any Person to merge with or into such Guarantor unless: (a) either (x) such Guarantor shall be the continuing Person or (y) the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged or that acquired or leased such property and assets of such Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of such Guarantor on the relevant Guarantee and under this Indenture and such Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, sale, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of such Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) such Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.03(a)(y5.3(a)(y).

When the Guarantors May Merge Etc. Each Guarantor Company shall not permit any Guarantor to consolidate with, with or merge with or into, or sell, conveyassign, transfer, or lease or otherwise dispose of all or substantially all of its property properties and assets (as an entirety or substantially as an entirety either in one transaction or a series of related transactions) to, any Person unless: (1) the other than with or into Person is the Company or any other Wholly Owned Recourse Subsidiary that is a Guarantor or Guarantor) or permit any Person to merge becomes a Guarantor concurrently with or into such Guarantor unless:the transaction; or (a2) (1) either (x) such the Guarantor shall be the continuing resulting, surviving or transferee Person or (y) the resulting, surviving or transferee Person (if other than such expressly assumes the Guarantor) formed by such consolidation or into which such Guarantor is merged or that acquired or leased such property 's Subsidiary Guarantee and assets of such Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of such Guarantor on under the relevant Securities, this Indenture, the Subsidiary Guarantee and the Security Documents (each of which shall remain in full force and effect); and (2) the resulting, surviving or transferee Person, if other than the Guarantor, is a corporation or limited liability company organized under this Indenture the laws of the United States, any state thereof or the District of Columbia and such Guarantor immediately after giving effect to the transaction and any related Issuance of Debt of, no Default or Event of Default shall have delivered occurred and be continuing; or (3) the transaction constitutes a sale or other disposition (including by way of consolidation or merger) of the Guarantor or the sale or disposition of all or substantially all the assets of the Guarantor (in each case other than to another Guarantor) and at the time of such transaction after giving PRO FORMA effect thereto, the provisions of clause (2) of Section 5.01(a) would be satisfied and the transaction is otherwise permitted by this Indenture. In connection with any consolidation, merger, sale, assignment, transfer or lease contemplated by this Section 10.08, the Company shall deliver, or cause to be delivered, to the Trustee Trustee, in form and substance reasonably satisfactory to the Trustee, an Officers' Certificate and an Opinion of Counsel Counsel, each stating that such consolidation, merger, sale, conveyanceassignment, transfer, transfer or lease or other disposition and such the supplemental indenture complies in respect thereto comply with this provision Section 10.08 and the TIA and that all conditions precedent herein provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes with. Upon any consolidation or merger or any sale, assignment, transfer or lease of all or substantially all of the legal, valid and binding obligation assets of such the Guarantor or such successor enforceable against such entity in accordance with its termsthis Section 10.08, subject the successor corporation formed by such consolidation or into which the Guarantor is merged or to customary exceptions; and (b) which such Guarantor sale, assignment, transfer or lease is made shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transactionsucceed to, no Default shall have occurred and be continuing substituted for, and an Opinion of Counsel may exercise every right and power of, the Guarantor under the Subsidiary Guarantee with the same effect as to if such successor corporation had been named as the matters set forth in Section 5.03(a)(y)Guarantor therein.