Common use of Successor Entity Clause in Contracts

Successor Entity. The Borrower will not, and it will not permit any Material Restricted Subsidiary to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary would become the property of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Material Restricted Subsidiary, as applicable, under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, as applicable, is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will not, and it will not permit any Material Restricted Subsidiary Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary such Penn West Party would become the property of any other Person (a "“successor entity"”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicablePenn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Material Restricted Subsidiary, as applicable, Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, as applicable, Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i17.1(b)(i) and (ii) above are provided by Borrower's ’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary Subsidiary, the Borrower or the BorrowerTrust, if the senior unsecured long term debt of the successor entity entity, the Borrower or the BorrowerTrust, as applicable, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction. Notwithstanding the foregoing, the Trust will be permitted to reorganize itself and its Subsidiaries in response to ▇▇▇▇ C-52 regarding the taxation of flow through entities, if (i) each of the conditions set out above are satisfied, (ii) the resulting organizational structure is acceptable to all of the Lenders, acting reasonably, and (iii) all other terms of such a reorganization are acceptable to all of the Lenders, acting reasonably, (a “▇▇▇▇ C-52 Reorganization”). The Parties agree to act in good faith to make any necessary amendments to this Agreement to the extent necessary to give effect to a ▇▇▇▇ C-52 Reorganization.

Successor Entity. The Borrower will not, and it will not permit any Material Restricted Subsidiary Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary such Penn West Party would become the property of any other Person (a "“successor entity"”) whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicablePenn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Material Restricted Subsidiary, as applicable, Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, as applicable, Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i17.1(b)(i) and (ii) above are provided by Borrower's ’s Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will not, and it will not permit any Material Restricted Subsidiary Penn West Party to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary such Penn West Party would become the property of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Penn West Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicablePenn West Party, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Material Restricted Subsidiary, as applicable, Penn West Party under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, as applicable, Penn West Party is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i17.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary Subsidiary, the Borrower or the BorrowerTrust, if the senior unsecured long term debt of the successor entity entity, the Borrower or the BorrowerTrust, as applicable, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will not(a) Subject to subsection (c) of this section, and it the Public Corporation will not permit any Material Restricted Subsidiary to, enter into consummate any transaction (whether by way of reconstruction, reorganization, consolidation, merger, transfer, sale, lease or otherwise) whereby all or substantially all of the its undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary would become the property of any other Person (or, in the case of a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among of the Enerplus Parties) continuing Person resulting therefrom unless: (ai) such transaction takes place in accordance with other Person (the applicable Laws; (b) “Successor Entity”), by operation of law, becomes bound by the terms and provisions of this Agreement or, if not so bound, executes, prior to or contemporaneously with the consummation of such transaction, the Borrower or an agreement supplemental hereto and such Material Restricted Subsidiary, other instruments (if any) as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are reasonably necessary or advisable to establish that upon evidence the consummation assumption by the Successor Entity of liability for all amounts payable and property deliverable hereunder and the covenant of such transaction: (i) Successor Entity to pay and deliver or cause to be delivered the successor entity shall have assumed same and its agreement to observe and perform all the covenants and obligations of the Borrower or such Material Restricted Subsidiary, as applicable, Public Corporation under the Documents to which it is a party;this Agreement; and (ii) the Documents, as applicable, such transaction shall be a valid upon such terms and binding conditions as substantially to preserve and not to impair in any material respect any of the rights, duties, powers and authorities of the other Parties hereunder or of the Exchangeable Shareholders. (b) Whenever the conditions of subsection (a) of this section have been duly observed and performed, if required by such, the Successor Entity and the other Parties hereto then existing will execute and deliver the supplemental agreement provided for herein and thereupon the Successor Entity will possess and from time to time may exercise each and every fight and power and will be subject to each and every obligation of the successor entity entitling Public Corporation under this Agreement in the Agent name of the Public Corporation or otherwise and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded any act or intended proceeding under any provision of this Agreement required to be afforded done or performed by the Agent Public Corporation or any officer of the Public Corporation may be done and performed with like force and effect by the Lenders under the Documents to which the Borrower directors or officers of such Material Restricted Subsidiary, as applicable, is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i) and (ii) above are provided by Borrower's Counsel;Successor Entity. (c) no Default Nothing herein will be construed as preventing the merger or Event similar transaction of Default is subsisting any wholly-owned direct or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness indirect Subsidiary of the successor entityPublic Corporation with or into the Public Corporation or the winding-up, liquidation or dissolution of any wholly-owned subsidiary entity of the Public Corporation provided that the Lenders shall be deemed to be satisfied with the creditworthiness all of the successor assets of such Subsidiary entity or, where are transferred to the successor Public Corporation or another wholly-owned direct or indirect Subsidiary entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transactionPublic Corporation.

Successor Entity. The Borrower will not, and it will not permit any Material Restricted Subsidiary to, enter into any transaction whereby all or substantially all of the undertaking, property and assets of the Borrower or of any Material Restricted Subsidiary would become the property of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: (a) such transaction takes place in accordance with the applicable Laws; (b) prior to or contemporaneously with the consummation of such transaction, the Borrower or such Material Restricted Subsidiary, as applicable, and the successor entity, as applicable, shall have executed such instruments and done such things as in the opinion of the Agent are necessary or advisable to establish that upon the consummation of such transaction: (i) the successor entity shall have assumed all the covenants and obligations of the Borrower or such Material Restricted Subsidiary, as applicable, under the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, as applicable, is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i17.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transaction.

Successor Entity. The Borrower will notNotwithstanding the foregoing, and it will 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 permit been released), taken as a whole, shall be at least as good (as determined by the major rating agencies if the credit of any Material Restricted Subsidiary tosuch party is rated at such time) as that of the assignor Tenant existing immediately prior to such consummation. A “Successor Entity”, enter as used in this Section shall mean a corporation or other business entity (i) into any 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 whereby 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 undertaking, property and assets of Tenant or all or substantially all of the Borrower or assets of any Material Restricted Subsidiary would become the property operating unit of any other Person (a "successor entity") whether by way of reconstruction, reorganization, recapitalization, consolidation, amalgamation, merger, transfer, sale or otherwise (other than any such transaction solely among the Enerplus Parties) unless: 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 transaction takes place merger or consolidation, by operation of law or by effective provisions contained in accordance with the applicable Laws; 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) prior to in the case of an asset sale, by operation of law or contemporaneously with 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 transaction, Assignment shall deliver to Landlord the Borrower Assignee’s written confirmation that the Assignee has assumed and agreed to pay or such Material Restricted Subsidiaryperform, 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 the successor entitydeliver a written assumption in form and substance satisfactory to Landlord in Landlord’s reasonable discretion of Tenant’s obligations under this Lease. In addition, as applicable, shall have executed such instruments and done such things as in the opinion Tenant may Sublease all or any portion of the Agent are necessary Premises without Landlord’s consent to any corporation, partnership, trust, association or advisable to establish that upon the consummation of other business organization directly or indirectly controlling or controlled by or under common control with Tenant (any such transaction: Sublease, an “Affiliate Sublease”), so long as Tenant gives Landlord not less than a fifteen (i15) the successor entity days’ prior written notice thereof. Within thirty (30) days after entering into any such Sublease, Tenant shall have assumed all the covenants and obligations give Landlord a copy of the Borrower or such Material Restricted Subsidiaryfully-signed Sublease, as applicable, under which shall incorporate the Documents to which it is a party; (ii) the Documents, as applicable, shall be a valid and binding obligation terms of the successor entity entitling the Agent and the Lenders, as against the successor entity, to exercise all their rights thereunder; (iii) the rights and benefits afforded or intended to be afforded the Agent and the Lenders under the Documents to which the Borrower or such Material Restricted Subsidiary, as applicable, is a party are not adversely affected in any material respect; and (iv) legal opinions satisfactory to the Agent confirming the matters set forth in Sections 15.1(b)(i) and (ii) above are provided by Borrower's Counsel; (c) no Default or Event last sentence of Default is subsisting or would occur after giving effect to such transaction; and (d) the Lenders, acting reasonably, are satisfied with the creditworthiness of the successor entity, provided that the Lenders shall be deemed to be satisfied with the creditworthiness of the successor entity or, where the successor entity remains a Material Restricted Subsidiary or the Borrower, if the senior unsecured long term debt of the successor entity or the Borrower, is rated equal to or above Investment Grade immediately prior to the effective date of the transaction and the Lenders have received satisfactory evidence that the applicable rating agencies have concluded that such rating will be equal to or above Investment Grade after giving effect to the transactionSubsection 4.10.6.