Example ContractsClausesdissolution or liquidationVariants
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any Restricted Subsidiary may liquidate or dissolve if # the Borrower determines in good faith that such liquidation or dissolution is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidation or dissolution.

any Restricted Subsidiary may liquidate or dissolve or change its legal form if # the Borrower determines in good faith that such liquidation or dissolutionaction is in the best interestinterests of the Borrower and itsthe Restricted Subsidiaries and is not materially disadvantageous to the LendersLenders, provided # no Event of Default shall result therefrom and # if such Restricted Subsidiary is a Loan Party, all ofthe surviving Person (or the Person who receives the assets of such dissolving or liquidated Restricted SubsidiarySubsidiary) shall be transferred to another Loan Party after giving effect to such liquidation or dissolution.a Restricted Subsidiary;

any Restricted Subsidiary (other than a Subsidiary Loan Party) may liquidate or dissolve if # the Borrower determines in good faith that such liquidation or dissolution is in the best interestinterests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidation or dissolution.Lenders;

any Restricted Subsidiary may liquidate or dissolve if #so long as any remaining assets are transferred to a Borrower; provided that, in each case, the Borrower determinesBorrowers determine in good faith that such liquidation or dissolution is in the best interestinterests of the BorrowerBorrowers and its Restrictedtheir respective Subsidiaries and is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidationAdministrative Agent or dissolution.any Lender in any respect.

any Restricted Subsidiary may sell, transfer, license, lease or otherwise dispose of its assets to the Borrower or to another Restricted Subsidiary; provided that any such disposition under this clause (iii) that is made to a Restricted Subsidiary that is not a Loan Party shall in no event be permitted if it would comprise all or substantially all of the assets of the Borrower and its Restricted Subsidiaries, taken as a whole; # in connection with any acquisition, any Restricted Subsidiary may merge into or consolidate with any other Person, so long as the Person surviving such merger or consolidation shall be a Restricted Subsidiary (provided that any such merger or consolidation involving a Guarantor must result in a Guarantor as the surviving entity); and # any Restricted Subsidiary may liquidate or dissolve if # the Borrower determines in good faith that such liquidation or dissolution is in the best interestinterests of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidation or dissolution.Lenders.

(i) any Restricted Subsidiary that is not a Loan Party may merge, amalgamate or consolidate with or into any other Restricted Subsidiary that is not a Loan Party and # any Restricted Subsidiary may liquidate or dissolvedissolve, or the Borrower or any Restricted Subsidiary may (if the validity, perfection and priority of the Liens securing the Obligations is not adversely affected thereby) change its legal form if # the Borrower determines in good faith that such liquidation or dissolutionaction is in the best interest of the Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and # if suchin any material respect (it being understood that in the case of any dissolution of a Restricted Subsidiary that is a Loan Party, all ofSubsidiary Guarantor, such Subsidiary shall at or before the assetstime of such dissolution transfer its assets to another Restricted Subsidiary shall be transferredthat is a Subsidiary Guarantor in the same jurisdiction or a different jurisdiction reasonably satisfactory to another Loan Party after giving effectthe Administrative Agent unless such Disposition of assets is permitted hereunder; and in the case of any change in legal form, a Restricted Subsidiary that is a Subsidiary Guarantor will remain a Subsidiary Guarantor unless such Subsidiary Guarantor is otherwise permitted to such liquidation or dissolution.cease being a Subsidiary Guarantor hereunder);

the liquidation or dissolution or change in form of entity of any Restricted Subsidiary may liquidate or dissolveof any Borrower if # thea Responsible Officer of any Borrower determines in good faith that such liquidationliquidation, dissolution or dissolutionchange in form is in the best interestinterests of theany Borrower and its Restricted Subsidiaries and is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidationLenders; or dissolution.

any Restricted Subsidiary that is not a Loan Party may liquidatedispose of all or dissolve if # the Borrower determines in good faithsubstantially all of its assets (including any Disposition that such liquidation or dissolution is in the best interestnature of a liquidation) # to the Borrower and itsor any other Restricted Subsidiaries and is not materially disadvantageous to the LendersSubsidiary and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferredpursuant to another Loan Party after giving effect to such liquidation or dissolution.an investment otherwise permitted under this Agreement;

any Restricted Subsidiary may liquidateliquidate, wind up, or dissolve ifitself (or suffer any liquidation or dissolution), except for # the Borrower determines in good faith that such liquidation or dissolution is inof non-operating Restricted Subsidiaries of any Loan Party with nominal assets and nominal liabilities and Immaterial Subsidiaries, # the best interestliquidation or dissolution of a Loan Party (other than Parent or any Borrower) or any of its wholly-owned Restricted Subsidiaries so long as all of the Borrower and itsassets (including any interest in any Equity Interests) of such liquidating or dissolving Loan Party or Restricted Subsidiaries andSubsidiary are transferred to a Loan Party that is not materially disadvantageous toliquidating or dissolving, # the Lenders and # ifliquidation or dissolution of a Restricted Subsidiary of any Loan Party that is not a Loan Party (other than any such Restricted SubsidiarySubsidiary, the Equity Interests of which (or any portion thereof) is subject to a Loan Party,Lien in favor of Agent) so long as all of the assets of such liquidating or dissolving Restricted Subsidiary shall beare transferred to anothera Restricted Subsidiary of a Loan Party after giving effect to suchthat is not liquidating or dissolving, or # the liquidation or dissolution.dissolution of any Restricted Subsidiary (other than a Loan Party) to effect a Permitted Disposition,

any Restricted Subsidiary may liquidateDispose of all or dissolvesubstantially all of its assets (upon voluntary liquidation or otherwise) to the Borrower or to another Restricted Subsidiary; provided that if the transferor in such a transaction is a Guarantor, then # the Borrower determines in good faith that such liquidationtransferee must be a Guarantor or dissolution is in the best interest of the Borrower and itsor # to the extent constituting an Investment, such Investment must be a permitted Investment in or Indebtedness of a Restricted Subsidiaries andSubsidiary that is not materially disadvantageous to the Lenders and # if such Restricted Subsidiary is a Loan Party, all of the assets of such Restricted Subsidiary shall be transferred to another Loan Party after giving effect to such liquidation or dissolution.in accordance with Sections ‎7.02 and ‎7.03, respectively;

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