Continuing Existence and Qualification Sample Clauses

Continuing Existence and Qualification. The Borrower covenants that so long as any Note is outstanding, it (a) will maintain in good standing its corporate existence and qualification to do business in the State, and (b) will not (1) dissolve or otherwise dispose of all or substantially all of its assets and (2) consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it; provided that the Borrower may, without violating its agreement contained in this Section, consolidate with or merge into another corporation or other entity, or permit one or more other corporations or other entities to consolidate with or merge into it, or sell or otherwise transfer to another corporation or entity all or substantially all of its assets as an entirety and thereafter dissolve, provided the surviving, resulting or transferee entity (such corporation being hereinafter called the "Surviving Corporation") (if other than the Borrower) expressly accepts, agrees and assumes in writing to pay and perform all of the obligations of the Borrower herein and be bound by all of the agreements of the Borrower contained in this Loan Agreement to the same extent as if the Surviving Corporation had originally executed this Loan Agreement, and the Surviving Corporation is an Indiana corporation or is a foreign corporation or partnership, trust or other person or entity organized under the laws of one of the states of the United States and is qualified to do business in the State of Indiana as a foreign corporation or partnership, trust or other person or entity.‌
Sample 1
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Continuing Existence and Qualification. The Corporation is and will maintain its existence in good standing as a private nonprofit corporation under the laws of the State of Indiana and will take no action and suffer no action to be taken by others which will alter, change or destroy, and will take all affirmative action necessary to maintain, its status as a private nonprofit corporation. The Corporation is or will remain duly qualified to do business in the State of Indiana or any other state in which it is qualified, has obtained and will use its best efforts to maintain, such licenses and approvals as may be necessary to undertake the obligations hereunder and will not dispose of all or substantially all of its assets (by sale, lease or otherwise), except as otherwise specifically authorized under this Indenture, or consolidate with, merge into or transfer to another entity or permit any other entity to consolidate with, merge into or transfer to it.
Sample 1
Continuing Existence and Qualification. Throughout the term of this Agreement the Borrower will remain duly qualified to do business as a nonprofit corporation in Minnesota, and will continue to operate as an organization described in Section 501(c)(3) of the Code whose income is exempt from taxation under Section 501(a) of the Code, and will maintain its corporate existence, will maintain its principal place of business in the State of Minnesota and continue its business as presently conducted during the term of the Loan, will not change its name or the state in which it is organized without at least thirty (30) days’ prior written notice to Lender, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation or other business entity or permit any other corporation or other business entity to consolidate with or merge into it unless (1) the surviving, resulting or transferee corporation, or other business entity, as the case may be, shall be a nonprofit corporation operating under the laws of the United States, any state or the District of Columbia, and an organization described in Section 501(c)(3) of the Code (provided the Project will not constitute an unrelated trade or business within the meaning of Section 513(a) of the Code) or a governmental unit under Section 145 of the Code; (2) the surviving, resulting or transferee corporation, or other business entity, as the case may be, if other than the Borrower, assumes in writing all of the obligations of the Borrower under this Agreement, the Disbursing Agreement, and the Mortgage and shall deliver that instrument to the Lender, (3) the surviving, resulting or transferee corporation or other business entity, as the case may be, is duly qualified to do business in Minnesota and
Sample 1
Continuing Existence and Qualification. CONSUMER DIRECT is and throughout the term of this Agreement will remain duly qualified to do business in the State, and will not (i) dissolve or otherwise dispose of all or substantially all of its assets, except for such asset dispositions by CONSUMER DIRECT occurring in the ordinary course of CONSUMER DIRECT’s business or as may otherwise be required by state or federal governmental entities, or (ii) consolidate with or merge into another entity or permit any other entity to consolidate with or merge into it, unless the surviving, resulting or transferee entity, as the case may be, if other than CONSUMER DIRECT, assumes in writing (or by operation of law) all of the obligations of CONSUMER DIRECT under this Agreement and is duly qualified to do business in the State. Every surviving, resulting or transferee entity shall be bound by all of the covenants and agreements of CONSUMER DIRECT herein with respect to any further consolidation, merger, sale or transfer and shall execute an appropriate instrument assuming such covenants and agreements. Promptly following the consummation of any such merger, consolidation or transfer of all or substantially all of its assets, CONSUMER DIRECT shall give CITY written notice of the transaction.
Sample 1
Continuing Existence and Qualification. The Company is and throughout the Term of this Loan Agreement will remain duly qualified to do business in the State and will maintain its existence, will not dissolve or otherwise dispose of all or substantially all of its assets, and, except as permitted by this Section or Section 8.01 hereof, will not consolidate with or merge into another entity or permit any other entity to consolidate with or merge into it without the express consent of the Trustee and a Majority of Holders. Notwithstanding the foregoing, the Company shall be permitted to merge or consolidate with any other entity or take any other similar actions without the consent of the Trustee or the Bondholders, if, (i) in the opinion of Bond Counsel furnished by the Company to the Issuer and the Trustee, such merger, consolidation or other action will not subject the interest payable on the Series 1997 Bonds to inclusion in the gross income of the owners thereof for Federal income tax purposes, (ii) the surviving or combined entity will have a net worth at least equal to the net worth of the Company immediately prior to such consolidation, merger or other similar action, (iii) the surviving or resulting entity in any such transaction, or the transferee in any sale or other transfer, shall have assumed the obligations hereunder in writing, and (iv) immediately after giving effect to such transaction, no Event of Default, and no event which after notice or lapse of time, or both, would become an Event of Default, shall occur or be continuing. Every surviving, resulting or transferee entity and other person referred to in this Section 7.05 shall be bound by all of the covenants and agreements of the Company herein with respect to any further consolidation, merger, sale or transfer and shall execute an appropriate instrument assuming such covenants and agreements.
Sample 1
Continuing Existence and Qualification. During the term of this Sublease, the Sublessee will maintain its corporate existence and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it; except, that the Sublessee may, without violating the foregoing, consolidate with or merge into another corporation qualified to do business in the State, or permit one or more other such corporations to consolidate with or merge into it, or transfer all or substantially all of its assets to another such corporation or corporations (and thereafter dissolve or not dissolve as the Sublessee may elect) if the following requirements are complied with and there has been delivered to Sublessor, the City and the Trustee an opinion of Bond Counsel acceptable to the Trustee stating that there has been said compliance:
Sample 1

Related to Continuing Existence and Qualification

  • Existence and Qualification The Contracting Party is an Oklahoma municipality, validly existing and in good standing under the laws of the State of Oklahoma, and the Contracting Party has all requisite power and authority to own, operate and lease its properties and to carry on its business as presently conducted.

  • Organization and Qualification The Company and each of the Subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any Subsidiary is in violation nor default of any of the provisions of its respective certificate or articles of incorporation, bylaws or other organizational or charter documents. Each of the Company and the Subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in: (i) a material adverse effect on the legality, validity or enforceability of any Transaction Document, (ii) a material adverse effect on the results of operations, assets, business, prospects or condition (financial or otherwise) of the Company and the Subsidiaries, taken as a whole, or (iii) a material adverse effect on the Company’s ability to perform in any material respect on a timely basis its obligations under any Transaction Document (any of (i), (ii) or (iii), a “Material Adverse Effect”) and no Proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification.

  • Due Organization and Qualification Borrower and each Subsidiary is a corporation duly existing and in good standing under the laws of its state of incorporation and qualified and licensed to do business in, and is in good standing in, any state in which the conduct of its business or its ownership of property requires that it be so qualified.

  • Existence, Qualification and Power Each Loan Party and each Subsidiary thereof (a) is duly organized or formed, validly existing and, as applicable, in good standing under the Laws of the jurisdiction of its incorporation or organization, (b) has all requisite power and authority and all requisite governmental licenses, authorizations, consents and approvals to (i) own or lease its assets and carry on its business and (ii) execute, deliver and perform its obligations under the Loan Documents to which it is a party, and (c) is duly qualified and is licensed and, as applicable, in good standing under the Laws of each jurisdiction where its ownership, lease or operation of properties or the conduct of its business requires such qualification or license; except in each case referred to in clause (b)(i) or (c), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect.

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