Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company or such Guarantor, as applicable), and may exercise every right and power of the Company or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up intoup, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company or such Guarantor, as applicable), and may exercise every right and power of the Company or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company or and its Restricted Subsidiaries taken as a Guarantor whole in accordance with Section 5.015.01 hereof, the successor Person entity formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor entity had been named as the Company herein and shall be substituted for the Company (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, transfer, conveyance or other disposition, the provisions of this the Indenture referring to the Company or such Guarantor, as applicable, “Company” shall refer instead to the successor entity and not to the Company or such GuarantorCompany); and thereafter, as applicable), and may exercise every right and power of if the Company or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of is dissolved following a lease transfer of all or substantially all of the properties or assets of the Company and its assetsRestricted Subsidiaries taken as a whole in accordance with the Indenture, the Company shall not be discharged and released from all obligations and covenants under the obligation to pay the principal of Indenture and interest on the Notes. The Trustee, the Company and the successor Person shall enter into a Guarantor shall not be released from its obligations under its Note Guaranteesupplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company or and its Restricted Subsidiaries taken as a Guarantor whole in accordance with Section 5.015.01 hereof, the successor Person entity formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under the Indenture with the same effect as if such successor entity had been named as the Company herein and shall be substituted for the Company (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, transfer, conveyance or other disposition, the provisions of this the Indenture referring to the Company or such Guarantor, as applicable, “Company” shall refer instead to the successor entity and not to the Company or such GuarantorCompany); and thereafter, as applicable), and may exercise every right and power of if the Company or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of is dissolved following a lease transfer of all or substantially all of the properties or assets of the Company and its assetsRestricted Subsidiaries taken as a whole in accordance with the Indenture, the Company shall not be discharged and released from all obligations and covenants under the obligation to pay the principal of Indenture and interest on the Notes, . The Trustee shall enter into a supplemental indenture to evidence the succession and a Guarantor shall not be released from its obligations under its Note Guaranteesubstitution of such successor Person and such discharge and release of the Company.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company or and its Restricted Subsidiaries taken as a Guarantor whole in accordance with Section 5.015.01 hereof, the successor Person entity formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor entity had been named as the Company herein and shall be substituted for the Company (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, “Company” shall refer instead to the successor entity and not to the Company or such GuarantorCompany); and thereafter, as applicable), and may exercise every right and power of if the Company or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of is dissolved following a lease transfer of all or substantially all of the properties or assets of the Company and its assetsRestricted Subsidiaries taken as a whole in accordance with this Indenture, the Company shall not be discharged and released from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Notes. The Trustee, the Company and the successor Person shall enter into a Guarantor shall not be released from its obligations under its Note Guaranteesupplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company.

Successor Entity Substituted. Upon any consolidation, amalgamation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, lease, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company Issuer or a any Subsidiary Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company Issuer or a any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, lease, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, amalgamation or merger, winding up, or sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the Company Issuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Company Issuer or such Subsidiary Guarantor, as applicable, under this Indenture, Indenture and the Notes (and the any Note Guarantees Guarantees) with the same effect as if such successor Person had been named as the Company Issuer or such Subsidiary Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Subsidiary Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company or and its Restricted Subsidiaries taken as a Guarantor whole in accordance with Section 5.015.01 hereof, the successor Person entity formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and may exercise every right and power of, the Company under this Indenture with the same effect as if such successor entity had been named as the Company herein and shall be substituted for the Company (so that from and after the date of such consolidation, merger, winding up, sale, assignment, transfer, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, “Company” shall refer instead to the successor entity and not to the Company or such GuarantorCompany); and thereafter, as applicable), and may exercise every right and power of if the Company or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of is dissolved following a lease transfer of all or substantially all of the properties or assets of the Company and its assetsRestricted Subsidiaries taken as a whole in accordance with this Indenture, the Company shall not be discharged and released from the obligation to pay the principal of all obligations and interest on covenants under this Indenture and the Notes, . The Trustee shall enter into a supplemental indenture to evidence the succession and a Guarantor shall not be released from its obligations under its Note Guaranteesubstitution of such successor Person and such discharge and release of the Company.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company or a Guarantor in accordance with Section 5.01, the successor Person Person, formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company or such Guarantor, as applicable), and may exercise every right and power of the Company or such Guarantor, as applicable, under this Indenture, Indenture or the Notes and the Note Guarantees Security Documents with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company shall will not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor shall will not be released from its obligations under its Note GuaranteeGuarantee or the Security Documents.

Successor Entity Substituted. Upon any consolidation, consolidation or merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company Parent or a Guarantor the Issuer, as applicable, in accordance with Section 5.01, the successor Person Successor Company, formed by such consolidation or into or with which the Company or a Guarantor, as applicableIssuer, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company Parent or such Guarantorthe Issuer, as applicable, shall refer instead to the successor entity Successor Company and not to the Company Issuer or such Guarantorthe Parent, as applicable), and may exercise every right and power of the Company Issuer or such Guarantorthe Parent, as applicable, under this Indenture, Indenture and under the Notes and the Note Guarantees Guarantee, as applicable, with the same effect as if such successor Person Successor Company had been named as the Company Issuer or such Guarantorthe Parent, as applicable, herein; provided herein and the predecessor Person will be released from its obligations under this Indenture and all of its Obligations under the Notes or its Note Guarantee, as applicable, except that, in the case of a lease of all or substantially all its assets, the Company shall Parent will not be released from the obligation to pay the principal of and interest or interests on the Notes, and a Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company Issuer or a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company Issuer or a Guarantor, as applicable, is merged with or intomerged, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company Issuer or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company Issuer or such Guarantor, as applicable), and may exercise every right and power of the Company Issuer or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company Issuer or such Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company Issuer shall not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the assets of the Company Issuers or a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company Issuers or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company Issuers or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company Issuers or such Guarantor, as applicable), and may exercise every right and power of of, the Company Issuers or such Guarantor, as applicable, under this Indenture, the Notes and the Note Guarantees with the same effect as if such successor Person had been named as the Company Issuer or such Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company Issuers shall not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor shall not be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation, merger, amalgamation, or winding up, in each case including by way of an arrangement, or any sale, assignment, transfer, lease, conveyance or other disposition (including in each case, by means of a Delaware LLC Division) of all or substantially all of the assets of the Company or a Guarantor in accordance with Section 5.01, the successor Person formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with or wound up into, or undergoes an arrangement with, or to which such sale, assignment, transfer, lease, conveyance or other disposition is made shall succeed to, and be substituted for (so that from and after the date of such consolidation, merger, winding up, sale, assignment, lease, transfer, conveyance or other disposition, the provisions of this Indenture referring to the Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the Company or such Guarantor, as applicable), and may exercise every right and power of the Company or such Guarantor, as applicable, under this Indenture, the Notes and Notes, the Note Guarantees and, if applicable, the Collateral Documents and the Intercreditor Agreement with the same effect as if such successor Person had been named as the Company or such Guarantor, as applicable, herein; provided that, in the case of a lease of all or substantially all its assets, the Company shall not be released from the obligation to pay the principal of and interest on the Notes, and a Guarantor shall not be released from its obligations under its Note Guarantee.