ServiceMagic 2012 Annual Report Download - page 191

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For purposes of this Section 5.01, any Indebtedness of the Successor which was not Indebtedness of the Issuer
immediately prior to the transaction shall be deemed to have been incurred in connection with such transaction.
Except as provided in Section 10.04, no Guarantor may consolidate with or merge with or into (whether or not such
Guarantor is the surviving Person) another Person, unless:
(1) either:
(a) such Guarantor shall be the surviving or continuing Person; or
(b) the Person formed by or surviving any such consolidation or merger is another Guarantor or assumes,
by agreements in form and substance reasonably satisfactory to the Trustee, all of the obligations of such Guarantor
under the Note Guarantee of such Guarantor, this Indenture and, if applicable, the Registration Rights Agreement;
(2) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and
(3) the Issuer shall have delivered to the Trustee an Officers’ Certificate and an Opinion of Counsel, each stating
that such consolidation, merger or transfer and such supplemental indenture (if any) comply with this covenant and the
applicable provisions of this Indenture.
For purposes of the foregoing, the transfer (by lease, assignment, sale or otherwise, in a single transaction or series
of transactions) of all or substantially all of the properties or assets of one or more Restricted Subsidiaries, the Equity Interests of
which constitute all or substantially all of the properties and assets of the Issuer, shall be deemed to be the transfer of all or
substantially all of the properties and assets of the Issuer.
Notwithstanding the foregoing, any Restricted Subsidiary may consolidate with, merge with or into or sell, convey,
transfer lease or otherwise dispose of, in one transaction or a series of transactions, all or substantially all of its assets to the Issuer
or another Restricted Subsidiary; provided if such Restricted Subsidiary is a Guarantor, that the surviving entity remains or
becomes a Guarantor.
SECTION 5.02.
Successor Person Substituted .
Upon any consolidation or merger or any transfer of all or substantially all of the assets of the Issuer or any
Guarantor in accordance with Section 5.01, in which the Issuer or such Guarantor is not the continuing obligor under the Notes or
its Note Guarantee the surviving entity formed by such consolidation or into which the Issuer or such Guarantor is merged or the
Person to which the conveyance, lease or transfer is made shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer or such Guarantor, as the case may be, under this Indenture, the Registration Rights Agreement, the Notes and
the Note Guarantees, as applicable, with the same effect as if such surviving entity had been named as the Issuer or such Guarantor
herein and, except in the case of a lease, the Issuer or such Guarantor, as the case may be, shall be released from the obligation to
pay the principal of and interest on the Notes or in respect of its Note Guarantee, as the case may be, and all of the Issuer’s or such
Guarantor’s other obligations and covenants under the Notes, this Indenture and its Note Guarantee, if applicable.