Common use of Cessation, Bankruptcy, Dissolution, or Insolvency Clause in Contracts

Cessation, Bankruptcy, Dissolution, or Insolvency. i. The Grantee agrees at all times to preserve its legal existence, except that it may merge or consolidate with or into, or sell all or substantially all of its assets to, any entity that expressly undertakes, assumes for itself and agrees in writing to be bound by all of the obligations and undertakings of the Grantee contained in this Grant Agreement, subject to the prior written consent of DIT as set forth in Section 11(c) if such action constitutes an assignment of the Grantee’s obligations under this Grant Agreement. If the Grantee so merges, consolidates, or sells its assets without such an undertaking being provided, it agrees under Section 6 to make that payment due under the Grant Agreement to DIT, upon request and as directed. Further, a merger, consolidation or sale without such an undertaking shall constitute a material default under the Grant Agreement, and DIT may terminate the Grant Agreement upon written notice to the Grantee and hold the Grantee liable for any such payment provided for under Section 6 of this Grant Agreement. ii. Other than as provided for in Section 6(d)(i), if the Grantee ceases to do business or becomes the subject of any bankruptcy, dissolution or insolvency proceeding prior to the Termination Date, the Grantee shall give DIT immediate notice of the event, and shall pay the amount provided under Section 6 of this Grant Agreement to DIT, upon request, as directed and without regard to whether the effective period in Section 4 has yet to expire, but only if to make such payment is permissible under applicable bankruptcy, dissolution or insolvency law. iii. If the Grantee fails to provide the State notice of ceasing to do business or becoming the subject of any bankruptcy, dissolution or insolvency proceeding prior to the Termination Date, it shall constitute a material breach under this Grant Agreement. If there is such a cessation or such a proceeding, DIT may terminate the Grant Agreement upon written notice to the Grantee pursuant to Section 6(a). Upon such termination, the Business shall pay the amount shall pay the applicable clawback amount to DIT upon request, as directed and without regard to whether the effective period in Section 4 has yet to expire, but only if to make such payment is permissible under applicable bankruptcy, dissolution or insolvency law.

Cessation, Bankruptcy, Dissolution, or Insolvency. i. The Grantee agrees at all times to preserve its legal existence, except that it may merge or consolidate with or into, or sell all or substantially all of its assets to, any entity that expressly undertakes, assumes for itself and agrees in writing to be bound by all of the obligations and undertakings of the Grantee contained in this Grant Agreement, subject to the prior written consent of DIT as set forth in Section 11(c) if such action constitutes an assignment of the Grantee’s obligations under this Grant Agreement. If the Grantee so merges, consolidates, or sells its assets without such an undertaking being provided, it agrees under Section 6 to make that payment due under the Grant Agreement to DIT, upon request and as directed. Further, a merger, consolidation or sale without such an undertaking shall constitute a material default under the Grant Agreement, and DIT may terminate the Grant Agreement upon written notice to the Grantee and hold the Grantee liable for any such payment provided for under Section 6 of this Grant Agreement. ii. Other than as provided for in Section 6(d)(i), if the Grantee ceases to do business or becomes the subject of any bankruptcy, dissolution or insolvency proceeding prior to the Termination Date, the Grantee shall give DIT immediate notice of the event, and shall pay the amount provided under Section 6 of this Grant Agreement to DIT, upon request, as directed and without regard to whether the effective period in Section 4 has yet to expire, but only if to make such payment is permissible under applicable bankruptcy, dissolution or insolvency law. iii. If the Grantee fails to provide the State notice of ceasing to do business or becoming the subject of any bankruptcy, dissolution or insolvency proceeding prior to the Termination Date, it shall constitute a material breach under this Grant Agreement. If there is such a cessation or such a proceeding, DIT may terminate the Grant Agreement upon written notice to the Grantee pursuant to Section 6(a). Upon such termination, the Business shall pay the amount shall pay the applicable clawback amount to DIT upon request, as directed and without regard to whether the effective period in Section 4 has yet to expire, but only if to make such payment is permissible under applicable bankruptcy, dissolution or insolvency law.