Common use of Successor Entity Clause in Contracts

Successor Entity. The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “"successor entity”") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s 's Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary Subsidiary, the Borrower or the BorrowerTrust, if the senior unsecured long term debt of the successor entity entity, the Borrower or the BorrowerTrust, as applicable, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Restricted Subsidiary Subsidiary, the Borrower or the BorrowerTrust, if the senior unsecured long term debt of the successor entity entity, the Borrower or the BorrowerTrust, as applicable, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction. Notwithstanding the foregoing, the Trust will be permitted to reorganize itself and its Subsidiaries in response to ▇▇▇▇ C-52 regarding the taxation of flow through entities, if (i) each of the conditions set out above are satisfied, (ii) the resulting organizational structure is acceptable to all of the Lenders, acting reasonably, and (iii) all other terms of such a reorganization are acceptable to all of the Lenders, acting reasonably, (a “▇▇▇▇ C-52 Reorganization”). The Parties agree to act in good faith to make any necessary amendments to this Agreement to the extent necessary to give effect to a ▇▇▇▇ C-52 Reorganization.

Successor Entity. The Borrower will not, and it will not permit any Penn West Party to, enter into any transaction whereby In the event a successor entity assumes all or substantially all the obligations of the undertakingCompany under this Security (and the Guarantor`s obligations under the Guarantor as otherwise permitted under the Indenture), property pursuant to the terms hereof and assets of the Borrower or Indenture, the Company shall be released from all such obligations. M-Systems Flash Disk Pioneers Ltd. (the "Guarantor") hereby unconditionally and irrevocably guarantees to the Holder of such Penn West Party would become the property of any other Person (a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: this Security (i) the successor entity shall have assumed all the covenants due and obligations of such Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation punctual payment of the successor entity entitling principal of and interest (including Liquidated Damages and Additional Taxes, if any) on this Security, when and as the Agent same shall become due and the Lenderspayable, as against the successor entitywhether at maturity or upon redemption or upon declaration of acceleration or otherwise, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory according to the Agent confirming terms of this Security and of the matters set forth in Sections 17.1(b)(i) Indenture and (ii) above are provided any other obligations the Company may have under the Indenture or the Registration Rights Agreement. This Guarantee is a guarantee of payment not of collection. The Guarantor agrees that in the case of default by Borrower’s Counsel; the Company in the payment of any such principal or interest (cincluding Liquidated Damages and Additional Tax Amounts, if any), the Guarantor shall duly and punctually pay the same. The Guarantor hereby agrees that its obligations hereunder shall be absolute and unconditional irrespective of any extension of the time for payment of this Security, any modification of this Security, the Indenture or the Registration Rights Agreement, any invalidity, irregularity or unenforceability of this Security (or the Indenture or the Registration Rights Agreement), any failure to enforce the same or any waiver, modification, consent or indulgence granted to the Company with respect thereto by the Holder of this Security or the Trustee, or any other circumstances which may otherwise constitute a legal or equitable discharge of a surety or guarantor. The Guarantor hereby waives diligence, presentment, demand for payment, filing of claims with a court in the event of merger or bankruptcy of the Company, any right to require a demand or proceeding first against the Company, protest or notice with respect to this Security or the Indebtedness evidenced hereby and all demands whatsoever, and covenants that this Guarantee will not be discharged as to this Security except by payment in full of the principal of and interest (including Liquidated Damages and Additional Tax Amounts, if any) no Default or on this Security. An Event of Default is subsisting under the Indenture or would occur after giving effect this Security shall constitute an event of default under this Guarantee, and shall entitle the Holder of this Security to accelerate the obligations of the Guarantor hereunder in the same manner and to the same extent as the obligations of the Company. The Guarantor shall be subrogated to all rights of the Holders of this Security against the Company in respect of any amounts paid by the Guarantor pursuant to the provisions of this Guarantee or the Indenture; provided, however, that the Guarantor hereby waives any and all rights to which it may be entitled, by operation of law or otherwise, upon making any payment hereunder (i) to be subrogated to the rights of a Holder against the Company with respect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed payment or otherwise to be satisfied reimbursed, indemnified or exonerated by the Company in respect thereof or (ii) to receive any payment in the nature of contribution or for any other reason, from any other obligor with respect to such payment, in each case, until the creditworthiness principal of the successor entity or, where the successor entity remains a Restricted Subsidiary or the Borrowerand interest (including Liquidated Damages and Additional Tax Amounts, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders any) on this Security shall have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transactionbeen paid in full.

Successor Entity. The Borrower will not, and it will not permit any Penn West Party Material Restricted Subsidiary to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party any Material Restricted Subsidiary would become the property of any other Person (a “"successor entity”") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Enerplus Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Penn West PartyMaterial Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Penn West Party Material Restricted Subsidiary, as applicable, under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Penn West Party Material Restricted Subsidiary, as applicable, is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s 's Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will notNotwithstanding the foregoing, and it will Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consent, provided that upon consummation of the transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not permit been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any Penn West Party tosuch party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, enter as used in this Section shall mean a corporation or other business entity (i) into any which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction whereby not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction all or substantially all of the undertaking, property and assets of Tenant or all or substantially all of the Borrower or of such Penn West Party would become the property assets of any other Person (a “successor entity”) whether by way operating unit of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Parties) unless: Tenant; provided that: (a) in the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such transaction takes place merger or consolidation, by operation of law or by effective provisions contained in accordance with the applicable Laws; instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and (b) prior to in the case of an asset sale, by operation of law or contemporaneously with by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after the consummation of such transaction, such Penn West Party, Assignment shall deliver to Landlord the Assignee’s written confirmation that the Assignee has assumed and the successor entityagreed to pay or perform, as applicable, all of Tenant’s obligations under this Lease. In addition, within twenty (20) Business Days after Landlord’s request therefor, the Assignee shall have executed such instruments execute and done such things as deliver a written assumption in the opinion form and substance satisfactory to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In addition, Tenant may Sublease all or any portion of the Agent are necessary Premises without Landlord’s consent to any corporation, partnership, trust, association or advisable to establish that upon the consummation of other business organization directly or indirectly controlling or controlled by or under common control with Tenant (any such transaction: Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (i15) the successor entity days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is give Landlord a party; (ii) the Documents, as applicable, shall be a valid and binding obligation copy of the successor entity entitling fully-signed Sublease, which shall incorporate the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness terms of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness last sentence of the successor entity or, where the successor entity remains a Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transactionSubsection 4.10.6.

Successor Entity. The Borrower will not(a) Subject to subsection (c) of this section, and it the Public Corporation will not permit any Penn West Party to, enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of the its undertaking, property and assets of the Borrower or of such Penn West Party would become the property of any other Person (or, in the case of a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among of the Penn West Parties) continuing Person resulting therefrom unless: (ai) such transaction takes place in accordance with other Person (the applicable Laws; (b) “Successor Entity”), by operation of law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, an agreement supplemental hereto and such Penn West Party, and the successor entity, other instruments (if any) as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are reasonably necessary or advisable to establish that upon evidence the consummation assumption by the Successor Entity of liability for all amounts payable and property deliverable hereunder and the covenant of such transaction: (i) Successor Entity to pay and deliver or cause to be delivered the successor entity shall have assumed same and its agreement to observe and perform all the covenants and obligations of such Penn West Party the Public Corporation under the Documents to which it is a party;this Agreement; and (ii) the Documents, as applicable, such transaction shall be a valid upon such terms and binding conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Parties hereunder or of the Exchangeable Shareholders. (b) Whenever the conditions of subsection (a) of this section have been duly observed and performed, if required by such, the Successor Entity and the other Parties hereto then existing will execute and deliver the supplemental agreement provided for herein and thereupon the Successor Entity will possess and from time to time may exercise each and every fight and power and will be subject to each and every obligation of the successor entity entitling Public Corporation under this Agreement in the Agent name of the Public Corporation or otherwise and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded any act or intended proceeding under any provision of this Agreement required to be afforded done or performed by the Agent Public Corporation or any officer of the Public Corporation may be done and performed with like force and effect by the Lenders under the Documents to which directors or officers of such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel;Successor Entity. (c) no Default Nothing herein will be construed as preventing the merger or Event similar transaction of Default is subsisting any wholly-owned direct or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness indirect Subsidiary of the successor entityPublic Corporation with or into the Public Corporation or the winding-up, liquidation or dissolution of any wholly-owned subsidiary entity of the Public Corporation provided that the Lenders shall be deemed to be satisfied with the creditworthiness all of the successor assets of such Subsidiary entity or, where are transferred to the successor Public Corporation or another wholly-owned direct or indirect Subsidiary entity remains a Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transactionPublic Corporation.

Successor Entity. The Borrower will not, and it will not permit any Penn West Party Material Restricted Subsidiary to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party any Material Restricted Subsidiary would become the property of any other Person (a “"successor entity”") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Penn West Enerplus Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Penn West PartyMaterial Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Penn West Party Material Restricted Subsidiary, as applicable, under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Penn West Party Material Restricted Subsidiary, as applicable, is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i15.1(b)(i) and (ii) above are provided by Borrower’s 's Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will notIn the event Seller’s principal(s), and it will not permit officer(s) or director(s), during the Term of this Agreement or while Seller remains liable to Purchaser for any Penn West Party toObligations under this Agreement, enter into any transaction whereby all directly or substantially all of the undertaking, property and assets of the Borrower or of such Penn West Party would become the property of in conjunction with any other Person (person, cause to be formed a “successor entity”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale new entity or otherwise (other than become associated with any such transaction solely among the Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to newly formed or contemporaneously with the consummation of such transaction, such Penn West Party, and the successor existing entity, as applicablewhether corporate, shall have executed such instruments partnership, limited liability company or otherwise and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: said entity (i) is in the successor entity shall have assumed all the covenants and obligations of such Penn West Party under the Documents to which it is a party; same or similar business as Seller, (ii) the Documentsutilizes any of Seller’s assets of any description, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; and/or (iii) provides the rights and benefits afforded same or intended similar products or services to be afforded the Agent and the Lenders under the Documents to which Seller’s Accounts as Seller provides, such Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 17.1(b)(i) and (ii) above are provided by Borrower’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders entity shall be deemed to have expressly assumed the Obligations Seller owes Purchaser under this Agreement unless Purchaser is first notified of such association and expressly consents, in writing to a waiver of Purchaser’s rights under this section. With respect to each such entity, Purchaser shall be satisfied deemed to have been granted an irrevocable power of attorney with the creditworthiness authority to file, naming such newly formed or existing entity, a new UCC I financing statement naming such entity as Debtor, and to have it filed with any and all appropriate secretaries of the successor entity orstate or other UCC filing offices. Purchaser shall be held harmless by Seller and its principals, where the successor entity remains officers or directors and be relieved of any liability as a Restricted Subsidiary result of Purchaser’s filing of any such financing statement or the Borrowerresulting perfection of its ownership or Security Interest in such entity’s assets. In addition, if Purchaser shall have the senior unsecured long term debt right to notify such entity’s Account Debtors of the successor Purchaser’s rights, including without limitation, Purchaser’s right to collect all Accounts, and notify any creditor of such entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that Purchaser has rights in such rating will be equal to or above Investment Grade after giving effect to the transactionentity’s assets.