Common use of Transactions Permitted Clause in Contracts

Transactions Permitted. (a) Any Separation Transaction is expressly permitted by this Article V and this Indenture. No merger, amalgamation, consolidation, transfer, lease or other transaction of or involving LGEC, the Issuer or any Subsidiary shall be restricted by this Article V, and LGEC, the Issuer or any Subsidiary may merge, amalgamate or consolidate with or into, or transfer or lease or otherwise dispose of all or part of its properties or assets to any Person. (b) Upon any merger, amalgamation or consolidation of LGEC or the Issuer with or into any Person: (1) the resulting or surviving Person (the “Successor Person”) (if not LGEC or the Issuer) will expressly assume all the obligations of LGEC or the Issuer, as applicable, under the Notes and this Indenture pursuant to a supplemental indenture or other document or instrument in form and substance satisfactory to the Issuer; and (2) the Issuer may (but shall be under no obligation to) deliver to the Trustee (x) an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, amalgamation or consolidation and such supplemental indenture (if any) are not prohibited by the terms of this Indenture (upon receipt of which the Trustee is authorized to, and shall, enter into such supplemental indenture if requested by the Issuer) and (y) any other documentation and other information about the Successor Person as shall have been reasonably required by the Trustee that the Trustee shall have reasonably determined is required by regulatory authorities under applicable “know your customer” and anti-money laundering rules and regulation, including the PATRIOT Act. (c) Upon any merger, amalgamation or consolidation of any Guarantor with or into any Person (other than with or into LGEC, the Issuer or a Guarantor): (1) the resulting or surviving Person (the “Successor Guarantor”) (if other than such Guarantor) will expressly assume all the obligations of such Guarantor under the Notes, this Indenture and its Notes Guarantee pursuant to a supplemental indenture or other document or instrument in form and substance satisfactory to the Issuer; and (2) the Issuer may (but shall be under no obligation to) deliver to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating that such merger, amalgamation or consolidation and such supplemental indenture (if any) are not prohibited by the terms of this Indenture (upon receipt of which the Trustee is authorized to, and shall, enter into such supplemental indenture if requested by the Issuer).”