When the Guarantors May Merge Etc Sample Clauses

When the Guarantors May Merge Etc. Each Guarantor shall not consolidate with, merge with or into, or sell, convey, transfer, lease or otherwise dispose of all or substantially all of its property and assets (as an entirety or substantially as an entirety in one transaction or a series of related transactions) to, any Person (other than with or into the Company or any other Subsidiary or Guarantor) or permit any Person to merge with or into such Guarantor unless: (a) either (x) such Guarantor shall be the continuing Person or (y) the Person (if other than such Guarantor) formed by such consolidation or into which such Guarantor is merged or that acquired or leased such property and assets of such Guarantor shall expressly assume, by a supplemental indenture, executed and delivered to the Company and to the Trustee, all of the obligations of such Guarantor on the relevant Guarantee and under this Indenture and such Guarantor shall have delivered to the Trustee an Opinion of Counsel stating that such consolidation, merger, sale, conveyance, transfer, lease or other disposition and such supplemental indenture complies with this provision and that all conditions precedent provided for herein relating to such transaction have been complied with and that such supplemental indenture constitutes the legal, valid and binding obligation of such Guarantor or such successor enforceable against such entity in accordance with its terms, subject to customary exceptions; and (b) such Guarantor shall have delivered to the Trustee an Officers’ Certificate to the effect that immediately after giving effect to such transaction, no Default shall have occurred and be continuing and an Opinion of Counsel as to the matters set forth in Section 5.3(a)(y).