Common use of Subsidiary Guarantors May Consolidate, etc., on Certain Terms Clause in Contracts

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Company or another Subsidiary Guarantor), unless, (i) either (1) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form of Annex A hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such transaction or series of related transactions complies with the provisions of Section 4.10 hereof, and (ii) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists. (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex A hereto, of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall sell or otherwise dispose of, in one or more related transactions, all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Company or another Subsidiary Guarantor), unless, (i) either (1) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or such a Subsidiary Guarantor) unconditionally assumesassumes all the obligations of such Subsidiary Guarantor, pursuant to a supplemental indenture indenture, substantially in the form of Annex A hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such transaction or series of related transactions complies with is permitted by the provisions of Section 4.10 hereof4.10, and (ii) immediately after giving effect to such transaction or series of related transactionstransaction, no Default or Event of Default exists. (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex A hereto, of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Subsidiary Guarantor shall sell or otherwise dispose of, in one or more related transactions, of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (other than the Parent, the Company or another Subsidiary Guarantor), unless, (i) immediately after giving effect to such transaction, no Default or Event of Default exists; and (ii) either (1) the Person acquiring the properties or assets in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than the Company or such Subsidiary Guarantor) unconditionally assumes, pursuant to a supplemental indenture substantially in the form of Annex A hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such transaction sale or series of related transactions complies with the provisions of other disposition does not violate Section 4.10 hereof, and (ii) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists4.10. (b) In the case of any such consolidation or merger and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially in the form of Annex A hereto, of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants of this Indenture to be performed by, by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Except as otherwise provided in Section 10.05, no Subsidiary Guarantor shall may sell or otherwise dispose of, in one or more related transactions, of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person)) another Person, another Person (other than the Company or another Subsidiary Guarantor), unless, (i) either : (1) immediately after giving effect to that transaction, no Default or Event of Default exists; and (2) subject to Section 10.05 hereof, the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (if other than assumes all the Company or such obligations of that Subsidiary Guarantor) unconditionally assumes, Guarantor under this Guarantee Agreement and all Security Documents delivered by that Subsidiary Guarantor pursuant to a supplemental indenture substantially in the form of Annex A hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, or (2) such transaction or series of related transactions complies with the provisions of Section 4.10 hereof, and (ii) immediately after giving effect to such transaction or series of related transactions, no Default or Event of Default exists. (b) guarantee agreement. In the case of any such consolidation consolidation, merger, sale or merger conveyance and upon the assumption by the successor Person, by supplemental indentureguarantee agreement, executed and delivered to the Trustee and substantially satisfactory in form to the form of Annex A heretoTrustee, of the Subsidiary this Guarantee of, Agreement and the due and punctual performance of all of the covenants and conditions of this Indenture Guarantee Agreement to be performed by, by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.a

Subsidiary Guarantors May Consolidate, etc., on Certain Terms. (a) No Except as otherwise provided in Section 10.05 hereof, a Subsidiary Guarantor shall may not sell or otherwise dispose of, in one or more related transactions, of all or substantially all of its properties or assets to, or consolidate with or merge with or into (whether or not such Subsidiary Guarantor is the surviving Person), another Person (Person, other than the Company or another Subsidiary Guarantor), unless: (a) immediately after giving effect to that transaction, no Default or Event of Default exists; and (ib) either (1i) the Person acquiring the properties or assets property in any such sale or other disposition or the Person formed by or surviving any such consolidation or merger (merger, in each case if other than such Person is one of our Subsidiaries, assumes all the Company or such obligations of that Subsidiary Guarantor) unconditionally assumes, Guarantor under the Indenture and the Subsidiary Guarantee pursuant to a supplemental indenture substantially in satisfactory to the form of Annex A hereto, all the obligations of such Subsidiary Guarantor under the Notes, this Indenture and its Subsidiary Guarantee on terms set forth therein, Trustee; or (2) such transaction or series of related transactions complies with the provisions of Section 4.10 hereof, and (ii) immediately after giving effect to the Net Proceeds of such transaction sale or series of related transactions, no Default or Event of Default exists. (b) other disposition are applied in accordance with Section 4.10. In the case of any such consolidation consolidation, merger, sale or merger conveyance and upon the assumption by the successor Person, by supplemental indenture, executed and delivered to the Trustee and substantially satisfactory in form to the form of Annex A heretoTrustee, of the Subsidiary Guarantee of, and the due and punctual performance of all of the covenants and conditions of this Indenture to be performed by, by the applicable Subsidiary Guarantor, such successor Person shall succeed to and be substituted for such the Subsidiary Guarantor with the same effect as if it had been named herein as a Subsidiary Guarantor.