Common use of Limitation on Mergers and Consolidations Clause in Contracts

Limitation on Mergers and Consolidations. The Lessee will not consolidate or merge with or into any other entity or sell, convey, transfer, lease or otherwise dispose of its properties and assets substantially as an entirety to any other entity, and will not permit any entity to consolidate with or merge into it unless: (i) immediately prior to and immediately following such consolidation, merger, sale or lease, no Material Default or Lease Event of Default shall have occurred and be continuing that has not been waived; (ii) the entity (including any such resulting entity that is an Affiliate of the Lessee) resulting from such consolidation, surviving such merger or succeeding to such properties and assets shall (A) be organized under the laws of the United States, any state thereof or the District of Columbia, (B) expressly assume, pursuant to an agreement reasonably acceptable to the Owner Participant and the Indenture Trustee, each obligation of the Lessee under each Lessee Document, and (C) provide the Owner Participant and the Indenture Trustee an Officer’s Certificate stating that such consolidation, merger or disposition complies with the terms of this Section 5.9 and that all conditions precedent provided for relating to such transaction have been complied with and a legal opinion of counsel (such counsel reasonably acceptable to the Owner Participant and the Indenture Trustee) to the effect that, subject to customary assumptions, qualifications and exceptions, the assumption agreement mentioned in clause (B) is the duly authorized, valid and binding obligation of such entity enforceable against such entity in accordance with its terms; and (iii) the Guarantor shall have affirmed its obligations under the Guaranty. (iv) All reasonable costs and expenses of the Transaction Parties incurred in connection with the foregoing shall be for the account of the Lessee.