Continuing Existence. Borrower, without the prior written consent of the Agent, shall not (a) permit itself to be dissolved or its existence terminated, or (b) amend or modify its organizational documents if such amendment or modification could have a material adverse effect on (i) Borrower’s ability to perform its obligations under any of the Loan Documents, or (ii) the validity or priority of the Agent’s liens or security interests under the Loan Documents.
Continuing Existence. Throughout the Term of this Agreement, the Borrower shall not, directly or indirectly, consolidate or merge with or into (whether or not the Borrower is the surviving person) another person, dissolve or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any person unless:
(A) the Borrower is the surviving person or the person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, shall have a total unrestricted net assets of at least equal to that of the Borrower as of the date of such consolidation, merger or transfer, shall be duly qualified to do business in the State of Montana, and shall agree in writing to assume the obligations of the Borrower hereunder;
(B) at least 30 days before such transaction, the Borrower shall give the Lender and the City written notice of the proposed transaction;
(C) prior to such transaction, an opinion of Note Counsel shall be delivered to the City and the Lender stating that such transaction will not cause interest payable on the Note to become includible in the gross income of the Holder for federal income tax purposes;
(D) prior to such transaction, the surviving, resulting or transferee person, as the case may be, if other than the Borrower, shall deliver to the Lender an instrument assuming all of the obligations of the Borrower under this Agreement and the other Loan Documents;
(E) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and
(F) prior to such transaction, the Borrower shall have delivered to the City and the Lender an Opinion of Counsel stating that such transaction complies with this Agreement.
Continuing Existence. The Borrower shall at all times preserve and maintain its (a) existence and good standing in the jurisdiction of its organization, and (b) 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), and shall at all times continue as a going concern in the business which the Borrower is presently conducting.
Continuing Existence. The Company will maintain its corporate existence, business, assets (except for dispositions in the ordinary course of business consistent with past practice) and foreign qualifications in all necessary jurisdictions, except where failure to maintain such qualifications would not reasonably be expected to have a material adverse effect on the Company and its subsidiaries considered as a whole.
Continuing Existence. This agreement and the joint powers board created thereby shall continue in existence from year-to-year until terminated at any time by a majority vote of the full board or council of all of the parties hereto.
Continuing Existence. For a period of two (2) years after the Closing Date, Seller or any of its successors that expressly assumes its obligations and liabilities hereunder, shall maintain its legal status and shall at all times own assets having a value net of liabilities of not less than $10,000,000.
Continuing Existence. For a period of one (1) year after the Closing Date, each member of the Aluma Group shall not dissolve or terminate its corporate existence, but shall maintain its corporate existence in good standing in the jurisdiction of its respective incorporation in order to make any Tax elections that may be required or permitted under this Agreement.
Continuing Existence. Until the Notes representing the Purchase Price have been paid in full, Buyer will cause the separate existence of KFT and Power Personnel LLC to continue and both of those two companies to maintain their good standing in their states of organization.
