Common use of Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted Clause in Contracts

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of Nevada and, so long as the Company is conducting business of any kind in the State, in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another Person or permit one or more Persons 4847-5363-8470.4 to consolidate with or merge into it; provided, however, that the Company may so combine, consolidate with, or merge into another Person legally existing under the laws of one of the states of the United States, or permit one or more Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under each Tax Agreement. Any transfer of all or substantially all of the Company’s generation assets shall not be deemed to constitute a “disposition of all or substantially all of the Company’s assets” within the meaning of the preceding paragraph. Any such transfer of the Company’s generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of Nevada and, so long as the Company is conducting business of any kind in the State, in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another Person or permit one or more Persons 4847-5363-8470.4 to consolidate with or merge into it; provided, however, that the Company may so combine, consolidate with, or merge into another Person legally existing under the laws of one of the states of the United States, or permit one or more Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under each Tax Agreementhereunder. Any transfer of all or substantially all of the Company’s 's generation assets shall not be deemed to constitute a “"disposition of all or substantially all of the Company’s 's assets” " within the meaning of the preceding paragraph. Any such transfer of the Company’s 's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, merger or consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.. 4846-1784-3503.10

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of Nevada and, so long as the Company is conducting business of any kind in the State, in the State, will not dissolve or otherwise dispose of all or substantially all of its assets 4819-0944-7237.6 and will not combine or consolidate with or merge into another Person or permit one or more Persons 4847-5363-8470.4 to consolidate with or merge into it; provided, however, that the Company may so combine, consolidate with, or merge into another Person legally existing under the laws of one of the states of the United States, or permit one or more Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under each the Tax Agreement. Any transfer of all or substantially all of the Company’s generation assets shall not be deemed to constitute a “disposition of all or substantially all of the Company’s assets” within the meaning of the preceding paragraph. Any such transfer of the Company’s generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of Nevada and, so long as the Company is conducting business of any kind in the State, in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another Person or permit one or more Persons 4847-5363-8470.4 to consolidate with or merge into it; provided, however, that the Company may so combine, consolidate with, or merge into another Person legally existing under the laws of one of the states of the United States, or permit one or more Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under each Tax Agreementhereunder. Any transfer of all or substantially all of the Company’s 's generation assets shall not be deemed to constitute a “"disposition of all or substantially all of the Company’s 's assets” " within the meaning of the preceding paragraph. Any such transfer of the Company’s 's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, merger or consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.

Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of Nevada and, so long as the Company is conducting business of any kind in the State, in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another Person or permit one or more Persons 4847-5363-8470.4 to consolidate with or merge into it; provided, however, that the Company may so combine, consolidate with, or merge into another Person legally existing under the laws of one of the states of the United States, or permit one or more Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under each Tax Agreementhereunder. Any transfer of all or substantially all of the Company’s generation assets shall not be deemed to constitute a “"disposition of all or substantially all of the Company’s assets” " within the meaning of the preceding paragraph. Any such transfer of the Company’s generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, merger or consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.