Common use of Merger, Sale of Assets, etc Clause in Contracts

Merger, Sale of Assets, etc. The Issuer shall not, in a single transaction or through a series of related transactions, consolidate or merge with or into, or sell, assign, convey, lease, transfer or otherwise dispose of all or substantially all of its assets to, another Person or a group of Persons, or permit any Restricted Subsidiary to do so if such transaction would result in the transfer of all or substantially all of the assets of the Issuer on a consolidated basis unless (i) either (A) the Issuer shall be the continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer), or to which any such transfer shall have been made, is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any State thereof or the District of Columbia; (ii) the surviving Person (if other than the Issuer) expressly assumes by supplemental indenture all the obligations of the Issuer under the Securities and this Indenture; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred and be continuing; (iv) immediately after giving effect to such transaction, the surviving Person would be able to incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of Section 4.04; and (v) the Issuer shall have delivered to the Trustee prior to the proposed transaction an Officer's Certificate and an Opinion of Counsel, each stating that the proposed consolidation, merger or transfer and such supplemental indenture will comply with this Indenture. In addition, each Subsidiary Guarantor shall not, and the Issuer shall not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Issuer or any Subsidiary Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Issuer or any Subsidiary Guarantor), unless clauses (i)-(v) above are satisfied with respect to such Subsidiary Guarantor (rather than the Issuer).

Merger, Sale of Assets, etc. (a) The Issuer shall not, in a single transaction or through a series of related transactions, Issuers will not consolidate with or merge with or intointo (whether or not such Issuer is the Surviving Person) any other entity and the Issuers will not and will not permit any of their respective Restricted Subsidiaries to sell, or sellconvey, assign, conveytransfer, lease, transfer lease or otherwise dispose of all or substantially all of its such Issuer's properties and assets to(determined, another Person or a group of Persons, or permit any Restricted Subsidiary to do so if such transaction would result in the transfer of all or substantially all case of the assets of the Issuer Company, on a consolidated basis unless for the Company and the Restricted Subsidiaries) to any entity in a single transaction or series of related transactions, unless: (i) either (Ax) the such Issuer shall be the continuing Person, Surviving Person or (By) the Surviving Person formed by or surviving any such consolidation or merger (if other than such Issuer) shall be, in the Issuer)case of Capital, or to which a corporation or, in any such transfer shall have been madeother case, is a corporation, partnership, limited liability company or company, limited liability limited partnership or trust organized and validly existing under the laws of the United States, States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture to be performed or observed on the part of the applicable Issuer; (ii) the surviving Person (if other than the Issuer) expressly assumes by supplemental indenture all the obligations of the Issuer under the Securities and this Indenture; (iii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; (iviii) immediately after giving effect to any such transaction involving the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the surviving Surviving Person would be able could Incur, on a pro forma basis after giving effect to incur such transaction as if it had occurred at the beginning of the latest fiscal quarter for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 4.04; and (viv) immediately thereafter the Issuer Surviving Person shall have delivered a Consolidated Net Worth equal to or greater than the Trustee Consolidated Net Worth of such Issuer immediately prior to the proposed transaction an Officer's Certificate and an Opinion of Counsel, each stating that the proposed consolidation, merger or transfer and such supplemental indenture will comply with this Indenture. In addition, each Subsidiary Guarantor shall not, and the Issuer shall not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Issuer or any Subsidiary Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Issuer or any Subsidiary Guarantor), unless clauses (i)-(v) above are satisfied with respect to such Subsidiary Guarantor (rather than the Issuer)transaction.

Merger, Sale of Assets, etc. The Issuer Borrower shall not, and, except in the ordinary course of business, shall not permit a single transaction Subsidiary or through a series of related transactions, consolidate or merge with or into, or sell, assignPartnership to, convey, leasesell, transfer lease or otherwise dispose of all or substantially all of its assets to, another Person or a group of Personsmerge into or consolidate with, any person, association (incorporated or unincorporated), joint venture, partnership or other firm, or permit any Restricted corporation or other firm, or any corporation or other entity (herein collectively called a "Person"); provided, however, that (i) any Subsidiary to do so if such transaction would result in may merge into the transfer Borrower or merge into or be consolidated with any other Subsidiary, (ii) any Subsidiary may convey, sell, lease or dispose of all or substantially all of its assets to the assets of the Issuer on a consolidated basis unless (i) either (A) the Issuer shall be the continuing Person, or (B) the Person formed by or surviving any such consolidation or merger (if other than the Issuer), Borrower or to which any such transfer shall have been madeanother Subsidiary, is a corporation, limited liability company or limited partnership organized and existing under the laws of the United States, any State thereof or the District of Columbia; (ii) the surviving Person (if other than the Issuer) expressly assumes by supplemental indenture all the obligations of the Issuer under the Securities and this Indenture; (iii) immediately after giving effect to such transaction, no Default or Event of Default shall have occurred any Partnership may on an arm's length basis and be continuing; (iv) immediately after giving effect to such transaction, the surviving Person would be able to incur $1.00 of additional Indebtedness under the Debt to Operating Cash Flow Ratio of Section 4.04; and (v) the Issuer shall have delivered to the Trustee prior to the proposed transaction an Officer's Certificate and an Opinion of Counsel, each stating that the proposed consolidation, merger or transfer and such supplemental indenture will comply with this Indenture. In addition, each Subsidiary Guarantor shall not, and the Issuer shall not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Issuer or any Subsidiary Guarantor) or sell, assign, fair consideration convey, transfersell, lease or otherwise dispose of all or substantially all of its properties and assets to the Borrower, a Subsidiary or another partner in a Partnership, and (iv) the Borrower may merge or consolidate with any Person if the Borrower is the surviving corporation and after giving effect thereto no Default would exist hereunder; provided, further, that promptly after the time of such merger or group consolidation of Persons the Borrower with or disposition to such Person, the Borrower shall give each Lender (other than through the Issuer or Administrative Agent) written notice thereof, and, upon receipt of such notice, any Subsidiary GuarantorLender may elect, by giving written notice to the Borrower (through the Administrative Agent), unless clauses (i)-(v) above are satisfied to have its Commitment immediately terminated and the outstanding principal of its Loans immediately paid or prepaid together with respect accrued interest to the date of prepayment and all other amounts payable to such Subsidiary Guarantor Lender hereunder whereupon the Commitment of such Lender shall forthwith terminate and its Loans and all such other amounts shall be forthwith paid or prepaid by the Borrower, and the Borrower shall immediately notify each other Lender (rather than through the Issuer)Administrative Agent) of such notice of election.

Merger, Sale of Assets, etc. (a) The Issuer shall not, in a single transaction or through a series of related transactions, Issuers will not consolidate with or merge with or intointo (whether or not such Issuer is the Surviving Person) any other entity and the Issuers will not and will not permit any of their respective Restricted Subsidiaries to sell, or sellconvey, assign, conveytransfer, lease, transfer lease or otherwise dispose of all or substantially all of its such Issuer's properties and assets to(determined, another Person or a group of Persons, or permit any Restricted Subsidiary to do so if such transaction would result in the transfer of all or substantially all case of the assets of the Issuer Company, on a consolidated basis unless for the Company and the Restricted Subsidiaries) to any entity in a single transaction or series of related transactions, unless: (i) either (Ax) the such Issuer shall be the continuing Person, Surviving Person or (By) the Surviving Person formed by or surviving any such consolidation or merger (if other than such Issuer) shall be, in the Issuer)case of Capital, or to which a corporation or, in any such transfer shall have been madeother case, is a corporation, partnership, limited liability company or company, limited liability limited partnership or trust organized and validly existing under the laws of the United States, States of America or any State thereof or the District of Columbia, and shall, in any such case, expressly assume by a supplemental indenture, the due and punctual payment of the principal of, premium, if any, and interest on all the Securities and the performance and observance of every covenant of this Indenture to be performed or observed on the part of the Issuers; (ii) the surviving Person (if other than the Issuer) expressly assumes by supplemental indenture all the obligations of the Issuer under the Securities and this Indenture; (iii) immediately after giving effect to such transactionthereafter, no Default or Event of Default shall have occurred and be continuing; (iviii) immediately after giving effect to any such transaction involving the Incurrence by the Company or any Restricted Subsidiary, directly or indirectly, of additional Indebtedness (and treating any Indebtedness not previously an obligation of the Company or any Restricted Subsidiary in connection with or as a result of such transaction as having been Incurred at the time of such transaction), the surviving Surviving Person would be able could Incur, on a pro forma basis after giving effect to incur such transaction as if it had occurred at the beginning of the latest fiscal quarter for which consolidated financial statements of the Company are available, at least $1.00 of additional Indebtedness (other than Permitted Indebtedness) under the Debt to Operating Cash Flow Ratio of the first paragraph of Section 4.04; and (viv) immediately thereafter the Issuer Surviving Person shall have delivered a Consolidated Net Worth equal to or greater than the Trustee Consolidated Net Worth of such Issuer immediately prior to the proposed transaction an Officer's Certificate and an Opinion of Counsel, each stating that the proposed consolidation, merger or transfer and such supplemental indenture will comply with this Indenture. In addition, each Subsidiary Guarantor shall not, and the Issuer shall not permit a Subsidiary Guarantor to, in a single transaction or through a series of related transactions, consolidate with or merge with or into any other Person (other than the Issuer or any Subsidiary Guarantor) or sell, assign, convey, transfer, lease or otherwise dispose of all or substantially all of its properties and assets to any Person or group of Persons (other than the Issuer or any Subsidiary Guarantor), unless clauses (i)-(v) above are satisfied with respect to such Subsidiary Guarantor (rather than the Issuer)transaction.