Covenant to Maintain Existence. Seller hereby agrees to not wind-up, liquidate or dissolve at any time prior to the termination of this Agreement in accordance with Section 15 and/or Section 16 of the Standard Terms.
Covenant to Maintain Existence. During the term of this agreement, Foundation agrees to maintain its existence and to operate in accordance with Sections 72670- 72682 of the California Education Code and with the regulations of Sections 59250-59276 of the California Code of Regulations, Title 5, as well as with District policy and the implementing regulations for auxiliary organizations adopted by the District.
Covenant to Maintain Existence. The Borrower covenants that so long as any Bonds are outstanding it will maintain its existence, will not dispose of all or substantially all its assets, and. will not acquire, consolidate with or merge into another person; provided, however, that the Borrower may acquire, consolidate with or merge into another Person, or transfer to another person all or substantially all its assets and,thereafter dissolve, if: (i) the Initial Letter of Credit Issuer gives its prior consent in writing to the extent such consent is required under the Reimbursement Agreement; (ii) the successor or transferee is solvent and irrevocably and unconditionally assumes in writing all the obligations of said Borrower herein; (iii) such consolidation, merger or transfer shall not cause an Event of Taxability; and (iv) immediately after such consolidation, merger or transfer neither said Borrower nor such successor or transferee shall be in default in the performance or observance of any duties, obligations or covenants under this Agreement.
Covenant to Maintain Existence. During the term of this Agreement, the Auxiliary agrees to maintain its existence and to operate in accordance with this Agreement and with Education Code section 72670 et. seq. and section 59250 et. seq. of Title 5 of the California Code of Regulations, as well as with District policy and the implementing regulations for auxiliary organizations adopted by the District.
Covenant to Maintain Existence. V-1 Section 5.02 Authority's Covenant to Cooperate...............................V-1 Section 5.03 No Warranty by Authority........................................V-1 Section 5.04 Right of Inspection.............................................V-1 Section 5.05 Consent to Jurisdiction. ......................................V-2 Section 5.06 Officers of Authority Not Liable................................V-2 Section 5.07 Indemnification with Respect to Government Obligations.....................................................V-2 Section 5.08 Annual Reports..................................................V-2 Section 5.09 Consent to Assignment. ........................................V-3 Section 5.10 Maintenance of Source of Income; Indemnity; Change in Law.............................................................V-3 Section 5.11 Sale of Project. ...............................................V-7 Section 5.12 Compliance with Applicable Law. ...............................V-7 Section 5.13 Authority's Performance of the Borrower's Obligations.....................................................V-7 Section 5.14 No Purchase of Bonds by Borrower; Exceptions....................V-8 Section 5.15 Covenant to Notify..............................................V-8 Section 5.16 No Interest of Authority in Project.............................V-8 Section 5.17 Limitation of Liability.........................................V-8 Section 5.18 Covenant as to Status under Bankruptcy Code.....................V-9 ARTICLE VI
Covenant to Maintain Existence. The Borrower covenants that so long as any Bonds are outstanding it will maintain its existence, will not dissolve, or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another entity. Anything herein to the contrary notwithstanding, the Borrower may consolidate with or merge into another entity, or transfer to another entity all or substantially all of its assets and thereafter dissolve, if (i) the successor or transferee entity (A) is organized under the laws of any state of the United States, or the Commonwealth, (B) shall comply with the covenants contained in Section 5.10(a), (b) and (c), and (C) irrevocably and unconditionally assumes in writing all the obligations of the Borrower herein; and (ii) the Letter of Credit Bank shall reaffirm its obligations under the Letter of Credit.
Covenant to Maintain Existence. Micron will do all things necessary to preserve and keep in full force and effect its corporate existence; provided, however, that, subject to Section 3.6, Micron shall be permitted to engage in any transaction or series of related transactions for the purposes of re-incorporating in another United States jurisdiction so long as a Change in Control does not occur as a result thereof and so long as such re-incorporated entity remains liable under this Agreement to perform the obligations of Micron hereunder to the same extent as Micron. For purposes of this Section 3.4, a “Change in Control” means: (a) an event or series of events by which any “person” or “group” (as such terms are used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended, or any successor statute or statutes thereto, and the rules and regulations of the SEC promulgated thereunder (the “Exchange Act”), but excluding any employee benefit plan of such person or its subsidiaries, and any person or entity acting in its capacity as trustee, agent or other fiduciary or administrator of any such plan) becomes the Beneficial Owner (as defined in Rule 13d-3 and Rule 13d-5 of the Exchange Act), directly or indirectly, of 101227897.7 more than 50% of the total voting stock of Micron on a fully-diluted basis (and taking into account all such securities that such “person” or “group” has the right to acquire pursuant to any option right); or (b) an event or series of events by which during any period of 12 consecutive months, a majority of the members of the Board of Directors or other equivalent governing body of Micron cease to be composed of individuals (i) who were members of that Board of Directors on the first day of such period, (ii) whose election or nomination to that Board of Directors was approved by individuals referred to in clause (i) above constituting at the time of such election or nomination at least a majority of that Board of Directors or (iii) whose election or nomination to that Board of Directors was approved by individuals referred to in clauses (i) and (ii) above constituting at the time of such election or nomination at least a majority of that Board of Directors.
Covenant to Maintain Existence. 21 Section 5.02 Covenant to Cooperate.................................................................21 Section 5.03 No Warranty by Authority..............................................................22 Section 5.04 Right of Inspection...................................................................22 Section 5.05 Consent to Jurisdiction...............................................................22
Covenant to Maintain Existence. The Borrower covenants that so long as any Bonds are outstanding it (i) will preserve and maintain its authorizations, rights, and privileges in Puerto Rico; and (ii) will maintain its existence, will not dissolve and will not consolidate with or merge into another entity. Anything herein to the contrary notwithstanding, the Borrower may consolidate with or merge into another entity, if (i) the successor or transferee entity (A) is organized under the laws of any state of the United States or Puerto Rico, (B) shall comply with the covenants contained in Section 5.10(a), (b) and (c), and (C) irrevocably and unconditionally assumes in writing all the obligations of the Borrower herein and under the Related Documents; and, (ii) the conditions of Section 6.01 are complied with.
Covenant to Maintain Existence. Transferor hereby agrees to not wind-up, liquidate or dissolve at any time prior to the termination of this Agreement in accordance with Section 15 and/or Section 16 of the Standard Terms.
