Continued Existence of Seller Sample Clauses

Continued Existence of Seller. Neither Seller nor Shareholder shall take any action to dissolve or otherwise permit the occurrence of the dissolution or cessation of existence of the corporate status of Seller for a period of at least three (3) years after the Closing Date.
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Continued Existence of Seller. From the date hereof until the end of the Claims Period, Seller and the Partners shall not terminate or otherwise dissolve the legal existence of Seller.
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Continued Existence of Seller. Neither Seller nor Shareholder shall permit the occurrence of the dissolution or termination of the existence of the corporate status of Seller for a period of at least twelve (12) months after the Closing Date; provided, however, that the foregoing shall not preclude Seller or Shareholder from taking action prior to such 12-month period intended to lead to the termination of Seller’s existence following such period.
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Continued Existence of Seller. DCI agrees that during the period from the Residual Closing until the date the DCI Indemnity Amount has been reduced to zero, it shall maintain (x) its legal existence and not liquidate, dissolve or wind up, and (y) a minimum consolidated tangible net worth in an amount equal to the DCI Indemnity Amount, as the same may be reduced from time to time in accordance with SECTION 10.6(a) of this Agreement; provided that during the period from the Residual Closing until the third anniversary of the Residual Closing, DCI shall maintain a minimum consolidated tangible net worth in an amount not less than the Purchase Price, as the same may be reduced from time to time by the amount of Indemnified Purchaser Claims paid by DCI pursuant to Section 11.1 of the Stock Purchase Agreement (the "SPA Indemnity Claims") and by payments by DCI of Indemnified SCI Claims pursuant to SECTION 10.1 of this Agreement. For purposes of this SECTION 7.3, the tangible net worth of DCI as of any calculation date shall include the net fair market value of the Excluded Assets owned by DCI as of such calculation date, but there shall not be deducted any reserve that may be established with respect to indemnity obligations of DCI under this Agreement or the Stock Purchase Agreement. It is understood that DCI may convert from corporate to limited liability company or other form without violating the covenant contained in clause (x) of this SECTION 7.3.
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Continued Existence of Seller. Seller shall remain in existence as a corporation in good standing in Maryland for a period of six years following the filing of its federal tax return for the year ended as of the Closing Date; provided, however, that the Seller shall remain in existence so long as there is a related legal proceeding by any legal body pending or threatened at the end of such three-year period or there is extension of any statutory period of limitations with respect to any claim. During the period set forth in the prior sentence, the Seller shall not declare any dividend or make any other distribution of assets to its shareholders or any affiliates thereof and it shall not engage in any business activity except to the extent consistent with winding-up its affairs and remaining a dormant company. To the extent that the net worth of Seller is less than $400,000 at the time of the termination of the Escrow Agreement (as defined in the Hong Kong Agreement), STD BVI and Xxxxxxx Xxx shall cause to be contributed to Seller simultaneous with the distribution of assets pursuant to the Escrow Agreement an amount equal to the lesser of (a) the difference between Seller's net worth and $400,000 or (b) $400,000. Notwithstanding the foregoing, Seller may terminate its existence upon proof reasonably satisfactory to Purchaser that all applicable tax authorities have audited all tax years of the Seller which include periods prior to the Closing Date (or the time in which any such audits may be conducted has expired) and have asserted (and will assert) no claims with respect to such years or that any such claims have been paid or compromised in full satisfaction of such claim.
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Related to Continued Existence of Seller

  • Continued Existence Subject to Article 5, the Company shall do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence.

  • Maintenance of Existence, etc Maintain and preserve, and (subject to Section 11.5) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect).

  • Valid Existence Such Purchaser (i) is duly organized, validly existing and in good standing under the Laws of its respective jurisdiction of organization and (ii) has all requisite power, and has all material governmental licenses, authorizations, consents and approvals, necessary to own its Properties and carry on its business as its business is now being conducted, except where the failure to obtain such licenses, authorizations, consents and approvals would not have and would not reasonably be expected to have a Purchaser Material Adverse Effect.

  • Maintenance of Existence and Properties Maintain its corporate existence and obtain and maintain all rights, privileges, licenses, approvals, franchises, properties and assets necessary or desirable in the normal conduct of its business.

  • Legal Existence; Maintenance of Properties Each of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its legal existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company or a limited liability partnership. It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, (c) will maintain in full force and effect all patents, trademarks, trade names, copyrights, licenses, permits and other authorizations necessary for the ownership and operation of its properties and business, and (d) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided that nothing in this Section 8.6 shall prevent any of the Borrowers from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries, including the existence of any Subsidiary of BGI or the conversions of any Subsidiary of BGI to a limited liability company or limited liability partnership, if such discontinuance or conversion is, in the judgment of such Borrower, desirable in the conduct of its or their business and that do not in the aggregate have a Material Adverse Effect and, with respect to the conversions of a Borrower or a Guarantor to a limited liability company or limited liability partnership, simultaneously with such conversion, such Borrower or Guarantor shall have executed and delivered to the Administrative Agent all documentation which the Administrative Agent reasonably determine is necessary to continue such Borrower's or such Guarantor's obligations in respect of this Credit Agreement and the Collateral Agent's Liens in respect of the Collateral.

  • Maintenance of Existence; Compliance (a)(i) Preserve, renew and keep in full force and effect its organizational existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Existence and Qualifications Each Restricted Person will maintain and preserve its existence and its rights and franchises in full force and effect and will qualify to do business in all states or jurisdictions where required by applicable Law, except where the failure so to qualify will not cause a Material Adverse Change.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Existence of Liens The Company shall not, and the Company shall cause each of its Subsidiaries to not, directly or indirectly, allow or suffer to exist any mortgage, lien, pledge, charge, security interest, deed of trust, or other encumbrance upon or in any property or assets (including accounts and contract rights) owned by the Company or any of its Subsidiaries (collectively, “Liens”) other than Permitted Liens.

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

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