Successor Entity Clause Samples
The Successor Entity clause defines how rights and obligations under an agreement are transferred if one party undergoes a merger, acquisition, or other structural change resulting in a new legal entity. Typically, this clause ensures that the new or surviving entity automatically assumes all responsibilities and benefits of the original party, maintaining continuity of the contract. Its core function is to prevent disruption or uncertainty in contractual relationships when organizational changes occur, thereby protecting both parties from unintended termination or gaps in obligations.
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Successor Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity shall be released from those obligations.
Successor Entity. The Company shall not change its form of organization (i.e., to a corporation, partnership or other form of entity), or merge or consolidate into any other Person, unless such changed or successor entity agrees to be bound by this Agreement.
Successor Entity. 38 Section 10.01 Company May Consolidate, Etc..................................................... 38 Section 10.02 Successor Entity Substituted..................................................... 39 Section 10.03 Evidence of Consolidation, Etc. to Trustee....................................... 39
Successor Entity. When a successor entity duly assumes all of the obligations and covenants of the Company pursuant to the Indenture and the Notes, except in the case of a lease, the predecessor entity shall be relieved of all such obligations.
Successor Entity. When a successor corporation assumes all the obligations of its predecessor under the Notes and the Indenture and immediately before and thereafter no Default exists and certain other conditions are satisfied, the predecessor corporation will be released from those obligations.
Successor Entity. When a successor corporation assumes all the obligations of its predecessor under the Notes, the Indenture and the Security Documents and immediately before and thereafter no Default exists and certain other conditions are satisfied, the predecessor corporation will be released from those obligations.
Successor Entity. A "Successor Entity" is defined as a person or entity, other than the Company, which acquires all, or substantially all of, the stock or assets of the Company as a result of a transaction or series of transactions which resulted in a Change In Control.
Successor Entity. When a successor entity assumes, in accordance with the Indenture, all the obligations of its predecessor under the Notes and the Indenture, and immediately before and thereafter no Default or Event of Default exists and all other conditions of the Indenture are satisfied, the predecessor entity will be released from those obligations. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: Acadia Healthcare Company, Inc. ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ Attention: ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ASSIGNMENT FORM To assign this Note, fill in the form below:
(I) or (we) assign and transfer this Note to: and irrevocably appoint attorney to transfer this Note on the books of the Company. The attorney may substitute another to act for him. Date:
Successor Entity. When a successor Person assumes all the obligations of its predecessor under the Securities and the Indenture in accordance with the terms and conditions of the Indenture, the predecessor Person (except in certain circumstances specified in the Indenture) shall be released from those obligations.
Successor Entity. Notwithstanding the foregoing, Tenant shall have the right to make an Assignment to a Successor Entity (hereinafter defined) without Landlord’s consent, provided that upon consummation of the transaction resulting in the Assignment to the Successor Entity, the credit of the party or parties liable for Tenant’s obligations under this Lease (including any assignor tenant that has not been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any such party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, as used in this Section shall mean a corporation or other business entity (i) into which or with which Tenant, its corporate or other successors or permitted assigns, is merged or consolidated, in accordance with applicable statutory provisions for the merger or consolidation of a corporation or other business entity, or (ii) which acquires control of Tenant in a bona fide transaction not entered into for the purpose of avoiding the restrictions on transfer set forth in this Lease, or (iii) which acquires in a bona fide arms-length transaction all or substantially all of the assets of Tenant or all or substantially all of the assets of any operating unit of Tenant; provided that: (a) in the case of a merger or consolidation, if the Tenant under this Lease is a new Tenant as a result of such merger or consolidation, by operation of law or by effective provisions contained in the instruments of merger or consolidation or acquisition, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity surviving such merger or consolidation; and (b) in the case of an asset sale, by operation of law or by effective provisions contained in the instruments of sale, the liabilities of Tenant under this Lease are assumed by the corporation or other business entity acquiring Tenant’s assets. Tenant shall notify Landlord promptly upon consummation of any Assignment hereunder not requiring Landlord’s consent, and, within thirty (30) days after the consummation of such Assignment shall deliver to Landlord the Assignee’s written confirmation that the Assignee has assumed and agreed to pay or perform, as applicable, all of Tenant’s obligations under this Lease. In addition, within twenty (20) Business Days after Landlord’s request therefor, the Assignee shall execute and deliver a written assumption in form...