Common use of Successor Entity Substituted Clause in Contracts

Successor Entity Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01 hereof, the successor entity formed by such consolidation or into or with which the Company is merged 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, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Company” shall refer instead to the successor entity and not to the Company); and thereafter, if the Company is dissolved following a transfer of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indenture, the Company shall be discharged and released from all obligations and covenants under the Indenture and the Notes. The Trustee, the Company and the successor Person shall enter into a supplemental 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, merger, amalgamation, or mergerwinding 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 and its Restricted Subsidiaries taken as or a whole Guarantor in accordance with Section 5.01 hereof5.01, the successor entity Person formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged merged, amalgamated or consolidated or wound up, 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, lease, transfer, lease, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the CompanyCompany or such Guarantor, as applicable); , and thereafter, if may exercise every right and power of the Company is dissolved following 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 transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company shall not be discharged and released from all obligations the obligation to pay the principal of and covenants under the Indenture and interest on the Notes. The Trustee, the Company and the successor Person a Guarantor shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Companynot be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, merger, amalgamation, or mergerwinding 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 and its Restricted Subsidiaries taken as or a whole Guarantor in accordance with Section 5.01 hereof5.01, the successor entity 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 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, lease, transfer, lease, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the CompanyCompany or such Guarantor, as applicable); , and thereafter, if may exercise every right and power of the Company is dissolved following 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 transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company shall not be discharged and released from all obligations the obligation to pay the principal of and covenants under the Indenture and interest on the Notes. The Trustee, the Company and the successor Person a Guarantor shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Companynot be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, merger, amalgamation, or mergerarrangement, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as or a whole Guarantor in accordance with Section 5.01 hereof5.01, the successor entity Person formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged merged, amalgamated or wound up 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, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the CompanyCompany or such Guarantor, as applicable); , and thereafter, if may exercise every right and power of the Company is dissolved following 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 transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company shall not be discharged and released from all obligations the obligation to pay the principal of and covenants under the Indenture and interest on the Notes. The Trustee, the Company and the successor Person a Guarantor shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Companynot be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation consolidation, amalgamation or merger, or any sale, assignment, lease, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole Issuer or any Subsidiary Guarantor in accordance with Section 5.01 hereof5.01, the successor entity Person formed by such consolidation or into or with which the Company Issuer or any Subsidiary Guarantor, as applicable, is merged with or into, or amalgamated or consolidated with, or to which such sale, assignment, lease, 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, amalgamation or merger, or sale, assignment, lease, transfer, lease, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Issuer or such Subsidiary Guarantor, as applicable, shall refer instead to the successor entity and not to the CompanyIssuer or such Subsidiary Guarantor, as applicable), and may exercise every right and power of the Issuer or such Subsidiary Guarantor, as applicable, under this Indenture and the Notes (and any Note Guarantees) with the same effect as if such successor Person had been named as the Issuer or such Subsidiary Guarantor, as applicable, herein; and thereafterprovided that, if in the Company is dissolved following case of a transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company Issuer shall not be discharged and released from all obligations the obligation to pay the principal of and covenants under the Indenture and interest on the Notes. The Trustee, the Company and the successor Person a Subsidiary Guarantor shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Companynot be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01 hereof, the successor entity formed by such consolidation or into or with which the Company is merged 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 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, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” shall refer instead to the successor entity and not to the Company); and thereafter, if the Company is dissolved following a transfer of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the this Indenture, the Company shall be discharged and released from all obligations and covenants under the this Indenture and the Notes. The Trustee, the Company and the successor Person Trustee shall enter into a supplemental 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 or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01 hereof, the successor entity formed by such consolidation or into or with which the Company is merged 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 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, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” shall refer instead to the successor entity and not to the Company); and thereafter, if the Company is dissolved following a transfer of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the this Indenture, the Company shall be discharged and released from all obligations and covenants under the this Indenture and the Notes. The Trustee, the Company and the successor Person shall enter into a supplemental 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 or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with Section 5.01 hereof, the successor entity formed by such consolidation or into or with which the Company is merged 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, sale, assignment, transfer, lease, conveyance or other disposition, the provisions of the Indenture referring to the “Company” shall refer instead to the successor entity and not to the Company); and thereafter, if the Company is dissolved following a transfer of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indenture, the Company shall be discharged and released from all obligations and covenants under the Indenture and the Notes. The Trustee, the Company and the successor Person Trustee shall enter into a supplemental 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, merger, amalgamation, or mergerwinding 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 and its Restricted Subsidiaries taken as Issuers or a whole Guarantor in accordance with Section 5.01 hereof5.01, the successor entity 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 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, lease, transfer, lease, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Issuers or such Guarantor, as applicable, shall refer instead to the successor entity and not to the CompanyIssuers or such Guarantor, as applicable), and may exercise every right and power of, the 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 Issuer or such Guarantor, as applicable, herein; and thereafterprovided that, if in the Company is dissolved following case of a transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company Issuers shall not be discharged and released from all obligations the obligation to pay the principal of and covenants under the Indenture and interest on the Notes. The Trustee, the Company and the successor Person a Guarantor shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Companynot be released from its obligations under its Note Guarantee.

Successor Entity Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as or a whole Guarantor in accordance with Section 5.01 hereof5.01, the successor entity Person, formed by such consolidation or into or with which the Company or a Guarantor, as applicable, is merged or wound up 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, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Company or such Guarantor, as applicable, shall refer instead to the successor entity and not to the CompanyCompany or such Guarantor, as applicable); , and thereafter, if may exercise every right and power of the Company is dissolved following or such Guarantor, as applicable, under this Indenture or the 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 transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company shall will not be discharged and released from all obligations the obligation to pay the principal of and covenants under the Indenture and interest on the Notes. The Trustee, and a Guarantor will not be released from its obligations under its Note Guarantee or the Company and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the CompanySecurity Documents.

Successor Entity Substituted. Upon any consolidation or merger, or any sale, assignment, transfer, lease, conveyance or other disposition of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken Parent or the Issuer, as a whole applicable, in accordance with Section 5.01 hereof5.01, the successor entity Successor Company, formed by such consolidation or into or with which the Company Issuer, is merged or wound up 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, conveyance or other disposition, the provisions of the this Indenture referring to the “Company” Parent or the Issuer, as applicable, shall refer instead to the successor entity Successor Company and not to the CompanyIssuer or the Parent, as applicable); , and thereaftermay exercise every right and power of the Issuer or the Parent, as applicable, under this Indenture and under the Notes and the Note Guarantee, as applicable, with the same effect as if such Successor Company had been named as the Company is dissolved following Issuer or the Parent, as applicable, 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 transfer lease of all or substantially all of the properties or assets of the Company and its Restricted Subsidiaries taken as a whole in accordance with the Indentureassets, the Company shall Parent will not be discharged and released from all obligations and covenants under the Indenture and obligation to pay the principal of or interests on the Notes. The Trustee, the Company and the successor Person shall enter into a supplemental indenture to evidence the succession and substitution of such successor Person and such discharge and release of the Company.