Continuation of Existence. Except as and to the extent expressly permitted by and in accordance with the terms of Article V hereof, Borrower shall not (a) dissolve, terminate, or otherwise dispose of, directly, indirectly or by operation of law, all or substantially all of its assets; (b) reorganize or change its legal structure without Lender’s prior written consent; (c) change its name, address, or the name under which Borrower conducts its business without promptly notifying Lender; or (d) do anything to cause the representations in Section 2.02 to become untrue.
Continuation of Existence. The General Partner and the Limited Partners hereby amend and restate the Previous Agreement in its entirety to continue the Partnership as a limited partnership pursuant to the provisions of the Delaware Act and to set forth the rights and obligations of the Partners and certain matters related thereto. This amendment and restatement shall become effective on the date of this Agreement. Except as expressly provided to the contrary in this Agreement, the rights, duties (including fiduciary duties), liabilities and obligations of the Partners and the administration, dissolution and termination of the Partnership shall be governed by the Delaware Act. All Partnership Interests shall constitute personal property of the owner thereof for all purposes and a Partner has no interest in specific Partnership property.
Continuation of Existence. Borrower shall not (a) dissolve, terminate, or otherwise dispose of, directly, indirectly or by operation of law, all or substantially all of its assets; (b) reorganize or change its legal structure without Lender’s prior written consent, except as otherwise expressly permitted under Article V below; (c) change its name, address, or the name under which Borrower conducts its business without promptly notifying Lender; or (d) do anything to cause the representations in Section 2.02 to become untrue. Borrower shall (i) maintain its existence as a limited liability company (except for Operator which shall maintain its existence as a corporation) duly organized, validly existing, and in good standing and qualified to transact business under the laws of its Organization State and the Property State and (ii) shall maintain all necessary approvals, governmental and otherwise, and full power and authority to own its properties (including its Individual Property) and carry on its business.
Continuation of Existence. The Board of Directors shall take all actions which may be necessary or appropriate (i) for the continuation of the Company’s valid existence as a limited liability company under the Act and of each other jurisdiction in which such existence is necessary to protect the limited liability of the Members or to enable the Company to conduct the Business, and (ii) for the accomplishment of the Company’s purposes, including, without limitation, the conduct of the Business and the acquisition, development, maintenance, preservation, and operation of the Company Assets in accordance with the provisions of this Agreement and Laws and regulations.
Continuation of Existence. Each of Seller, EVSA, DRUSA, HEI and SALN hereby agrees not to, and shall not, dissolve, cause or permit the dissolution or other change in corporate existence of any of Seller, EVSA, DRUSA, HEI and SALN until all Acquired Assets appear as property of the Buyer or one its Affiliates on all relevant registries of pertinent Governmental Bodies. Buyer shall use commercially reasonable efforts to file with the pertinent Governmental Bodies as soon as practicable the transfer of all of the Acquired Assets provided herein.
Continuation of Existence. Borrower shall not (a) dissolve, terminate, or otherwise dispose of, directly, indirectly or by operation of law, all or substantially all of its assets; (b) reorganize or change its legal structure without Lender’s prior written consent, except as otherwise expressly permitted under Article V below; (c) change its name, address, or the name under which Borrower conducts its business without promptly notifying Lender; or (d) do anything to cause the representations in Section 2.02 to become untrue. Borrower shall (i) maintain its existence as a limited liability company duly organized, validly existing, and in good standing and qualified to transact business under the laws of its Organization State and the Property State and (ii) shall maintain all necessary approvals, governmental and otherwise, and full power and authority to own its properties (including its Individual Property) and carry on its business.
Continuation of Existence. Borrower shall not (a) dissolve, terminate, or otherwise dispose of, directly, indirectly or by operation of law, all or substantially all of its assets; (b) except for Permitted Transfers accomplished in accordance with Section 5.02 and certain transfers of limited partner interests permitted in Section 5.01, reorganize or change its legal structure without Lender’s prior written consent; (c) change its name, address, or the name under which Borrower conducts its business without promptly notifying Lender; or (d) do anything to cause the representations in Section 2.01 to become untrue.
Continuation of Existence. Each Seller covenants and agrees that it will maintain its existence as a duly organized and existing legal entity, and shall not dissolve or liquidate without the Buyer’s written consent until at least two (2) years after the Closing Date.
Continuation of Existence. Seller shall maintain its corporate existence, powers and authority until at least the second anniversary of the Closing Date and during such period shall also maintain a net worth, determined in accordance with GAAP, of at least $1,000,000.
Continuation of Existence. Each Borrower covenants that it shall not; (a) file or consent to a petition pursuant to applicable bankruptcy, insolvency, liquidation or reorganization statutes, or make an assignment for benefit of creditors without the unanimous consent of its partners or members or shareholders, as applicable; (b) dissolve, liquidate, consolidate, merge or sell all or substantially all of its assets except as permitted hereunder; or (c) materially modify, amend or revise its organizational documents without Lender's prior written consent
