Continuity of Business. (a) Seller will maintain a disaster recovery plan in support of the services it performs pursuant to this Sale Supplement and each Deferred Servicing Agreement. Seller’s disaster recovery plan shall include, at a minimum, procedures for back-up/restoration of operating and loan administration computer systems; procedures and third-party agreements for replacement equipment (e.g. computer equipment), and procedures and third-party agreements for off-site production facilities. Seller will provide Purchaser information regarding its disaster recovery plan upon Purchaser’s reasonable request. Seller agrees to annually test its disaster recovery plan to ensure compliance with this Section 6.9. If such test results identify a material failure, Seller shall advise Purchaser of the steps Seller will be taking to remedy such failure and shall notify Purchaser when Seller has remedied such failure and retested. Seller will notify Purchaser anytime Seller’s disaster recovery plan is activated. In the event of an activation of the disaster recovery plan, Seller shall use best efforts to provide redundancy capabilities for a majority of the critical systems within 48 hours in at least one of Seller’s other servicing facilities unaffected by the disaster to ensure servicing of the Mortgage Loans will be re-established within such 48 hours.
Continuity of Business. Sellers reasonably expect that the business represented by the agreements found in Schedule 2.04 will continue after the date hereof. Sellers have no knowledge that any customer included in that Schedule intend to terminate or reduce the amount of business they presently do with Sellers, and Sellers have no knowledge of any state of facts which would lead it to believe that any of such customers will terminate their relationship with Sellers or significantly reduce the amount of business they presently do with Sellers.
Continuity of Business. The Borrower shall and shall cause LendingClub to: (i) preserve and maintain its legal existence; and (ii) maintain all licenses, rights, permits, franchises and qualifications necessary to perform its respective obligations under this Agreement and the other Transaction Documents and to operate its business generally, except, in the case of clause (ii), where failure to so maintain could not reasonably be expected to result in a Material Adverse Change.
Continuity of Business. (i) Subject to the provisions of Section 12.2(i), until the first day after the second anniversary of the Split-Off Effective Time, (A) Xxxxxx shall not voluntarily dissolve or liquidate and (B) except in the ordinary course of business, neither Xxxxxx nor any of Xxxxxx' Subsidiaries directly or indirectly controlled by Xxxxxx shall sell, transfer or otherwise dispose of or agree to dispose of assets (including, for this purpose, any shares of capital stock of such Subsidiaries) that, in the aggregate, constitute more than (x) fifty percent (50%) of the gross assets of Xxxxxx or (y) fifty percent (50%) of the consolidated gross assets of Xxxxxx and such Subsidiaries, unless, prior to the consummation of such transaction, GM has determined, in its reasonable discretion, that such transaction would not jeopardize the Tax-Free Status of the Split-Off; provided, that after the first day after the second anniversary of the Split-Off Effective Time, no such prior determination by GM shall be required to be obtained by this Section 12.2(d). The amount of gross assets of Xxxxxx and such Subsidiaries shall be based on the fair market value of each such asset as of the Split-Off Effective Time.
(ii) Sales, transfers or other dispositions by Xxxxxx or any of its Subsidiaries to Xxxxxx or one or more Subsidiaries directly or indirectly controlled by Xxxxxx shall not be included in any determination under this Section 12.2(d) as to whether more than fifty percent (50%) of the gross assets of Xxxxxx or more than fifty percent (50%) of the consolidated gross assets of Xxxxxx and such Subsidiaries have been sold, transferred or otherwise disposed of.
(iii) Solely for the purposes of this Section 12.2(d), Xxxxxx shall not be treated as directly or indirectly controlling a Subsidiary unless Xxxxxx owns, directly or indirectly, shares of capital stock of such Subsidiary constituting Tax Control of the Subsidiary.
Continuity of Business. Ocwen will maintain a disaster recovery plan in support of the services it performs for Servicer pursuant to this Agreement and each Subservicing Supplement. Ocwen’s disaster recovery plan shall include, at a minimum, procedures for back-up/restoration of operating and loan administration computer systems; procedures and third-party agreements for replacement equipment (e.g. computer equipment), and procedures and third-party agreements for off-site production facilities. Ocwen will provide Servicer information regarding its disaster recovery plan upon Servicer’s reasonable request. Ocwen agrees to annually test its disaster recovery plan to ensure compliance with this Section 5.19. If such test results identifies a material failure, Ocwen shall advise Servicer of the steps Ocwen will be taking to remedy such failure and shall notify Servicer when Ocwen has remedied such failure and retested. Ocwen will notify Servicer anytime Ocwen’s disaster recovery plan is activated. In the event of an activation of the disaster recovery plan, Ocwen shall use best efforts to provide redundancy capabilities for a majority of the critical systems within 48 hours in at least one of Ocwen’s other servicing facilities unaffected by the disaster to ensure servicing of the Mortgage Loans will be re-established within such 48 hours.
Continuity of Business. Enterprise The Acquiror will cause the Surviving Corporation to continue at least one significant historic business line of the Target, or use at least a significant portion of the Target's historic business assets in a business, in each case within the meaning of Reg. Section 1.368-1(d).
Continuity of Business. Following the Merger, the Surviving Corporation will continue the Company’s historic business or use a significant portion of the Company’s historic business assets in a business as required by Section 368 of the Code and the Treasury Regulations promulgated thereunder.
Continuity of Business. Business Associate shall ensure that any and all data that it manages on Logicalis’ behalf shall be secured and backed up such that in the event that its data center suffers a system set back, Logicalis shall be able to continue its business as intended. Therefore, Business Associate shall maintain such processes in place to ensure that in the event that it is bankrupt, data is corrupted or other interruption of its services, that it has sufficient contingency plans in place to allow Logicalis to continue its operations.
Continuity of Business. Not (i) cease to engage in substantially the same line of business in which Debtor is engaged on the date of this Agreement, (ii) cease to engage in the sale, lease and remarketing of goods comparable to the Equipment, or (iii) without Secured Party's prior written consent, sell, transfer or convey a substantial part of Debtor's assets outside of the ordinary course of business which shall include non-recourse financing or effect or be a party to any merger or consolidation.
Continuity of Business. Purchaser shall continue at least one significant historical business line of Company, or use at least a significant portion of Company's historical business assets in a business, in each case in accordance with Treasury Regulation Section 1.368-1(d).
