Common use of 03Fundamental Changes Clause in Contracts

03Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Person may merge or consolidate with or into (i) the Company or the Trust, provided that the Company or the Trust, as applicable, shall be the continuing or surviving Person and there is no Change of Control, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary that is not a Borrower, the Borrower shall be the continuing or surviving Person and (y) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) any Subsidiary may dissolve or liquidate, or Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise), and the Company may Dispose of any or all of its direct or indirect Equity Interests in any Subsidiary, provided that if such Subsidiary owns a Property that had been included as an Unencumbered Property the Company must be in compliance with all of its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewith; and (c) the Company or Trust may enter into a merger in which such entity is the survivor.

03Fundamental Changes. Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division), except that, so long as no Default exists or would result therefrom: (a) any Person may merge or consolidate with or into (i) the Company or the Trust, provided that the Company or the Trust, as applicable, shall be the continuing or surviving Person and there is no Change of Control, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary that is not a Borrower, the Borrower shall be the continuing or surviving Person and (y) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person;; ​ (b) any Subsidiary may dissolve or liquidate, or Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise), and the Company may Dispose of any or all of its direct or indirect Equity Interests in any Subsidiary, provided that if such Subsidiary owns a Property that had been included as an Unencumbered Property the Company must be in compliance with all of its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewith; andand ​ (c) the Company or Trust may enter into a merger in which such entity is the survivor.

03Fundamental Changes. MergeBorrower will not, nor will it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom: (a) any Person Subsidiary may merge or consolidate with or into (i) the Company or the TrustBorrower; provided, provided that the Company or the Trust, as applicable, Borrower shall be the continuing or surviving Person and there is no Change of ControlPerson, or (ii) any one or more other Subsidiaries; provided, including newly formed Subsidiaries, provided that (x) when any Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary that is not a Borrower, the Borrower shall be the continuing or surviving Person and (y) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the such Subsidiary Guarantor shall be the continuing or surviving Person; (b) any Subsidiary may dissolve or liquidate, or Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise)) to Borrower or to another Subsidiary; provided, and that if the Company may Dispose of any or all of its direct or indirect Equity Interests transferor in any such a transaction is a Subsidiary, provided that if such then the transferee shall either be Borrower or a Subsidiary owns a Property that had been included as an Unencumbered Property the Company must be in compliance with all of Guarantor; (c) Borrower and its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewithSubsidiaries may make Dispositions permitted by Section 6.04; and (cd) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or amalgamation; (e) any Subsidiary may dissolve, liquidate or wind up its affairs if it owns no material assets, engages in no business and otherwise has no activities other than activities related to the Company maintenance of its existence and good standing. (f) any Excluded Subsidiary may (i) merge, dissolve, liquidate, consolidate with or Trust may enter into another Person; provided, that if such Person is an Obligated Party, such Obligated Party shall be the continuing or surviving Person, or (ii) Dispose of (whether in one transaction or in a merger series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in which such entity is the survivorfavor of any Person.

03Fundamental Changes. MergeThe Borrower will not, nor will it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom: (a) any Person Subsidiary may merge or consolidate with or into (i) the Company or the TrustBorrower, provided that the Company or the Trust, as applicable, Borrower shall be the continuing or surviving Person and there is no Change of ControlPerson, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Wholly-Owned Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary, a Wholly-Owned Subsidiary that is not a Borrower, the Borrower shall be the continuing or surviving Person and (y) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) any Subsidiary may dissolve or liquidate, or Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise), and ) to the Company may Dispose of any Borrower or all of its direct or indirect Equity Interests in any to another Subsidiary, ; provided that if the transferor in such Subsidiary owns a Property that had been included as an Unencumbered Property transaction is a Wholly-Owned Subsidiary, then the Company must transferee shall either be in compliance with all of its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewith; andthe Borrower or another Wholly-Owned Subsidiary; (c) the Company Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; ​ US-DOCS\138379750.7 (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or Trust amalgamation; and (e) any Subsidiary may enter into a merger dissolve, liquidate or wind up its affairs if it owns no material assets, engages in which such entity is no business and otherwise has no activities other than activities related to the survivormaintenance of its existence and good standing.

03Fundamental Changes. MergeThe Borrower will not, nor will it permit any Subsidiary to, merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person (including, in each case, pursuant to a Division)Person, except that, so long as no Default exists or would result therefrom: (a) any Person Subsidiary may merge or consolidate with or into (i) the Company or the TrustBorrower, provided that the Company or the Trust, as applicable, Borrower shall be the continuing or surviving Person and there is no Change of ControlPerson, or (ii) any one or more other Subsidiaries, including newly formed Subsidiaries, provided that (x) when any Wholly-Owned Subsidiary that is a Borrower is merging or consolidating with or into another Subsidiary, a Wholly-Owned Subsidiary that is not a Borrower, the Borrower shall be the continuing or surviving Person and (y) when any Subsidiary Guarantor is merging or consolidating with or into another Subsidiary that is not a Borrower or a Subsidiary Guarantor, the Subsidiary Guarantor shall be the continuing or surviving Person; (b) any Subsidiary may dissolve or liquidate, or Dispose of any, all or substantially all of its assets (upon voluntary liquidation or otherwise), and ) to the Company may Dispose of any Borrower or all of its direct or indirect Equity Interests in any to another Subsidiary, ; provided that if the transferor in such Subsidiary owns a Property that had been included as an Unencumbered Property transaction is a Wholly-Owned Subsidiary, then the Company must transferee shall either be in compliance with all of its covenants hereunder without including such Property as an Unencumbered Property after giving effect to such disposition and taking into account any consideration received and/or Indebtedness repaid in connection therewith; andthe Borrower or another Wholly-Owned Subsidiary; (c) the Company Borrower and its Subsidiaries may make Dispositions permitted by Section 6.04; (d) any Investment permitted by Section 6.06 may be structured as a merger, consolidation or Trust amalgamation; and (e) any Subsidiary may enter into a merger dissolve, liquidate or wind up its affairs if it owns no material assets, engages in which such entity is no business and otherwise has no activities other than activities related to the survivormaintenance of its existence and good standing.