Maintain Existence; Merge, Sell, Transfer. (1) Except as provided in subsection (2) of this Section 5.1(d) and in the Tax Agreement, the Borrower shall maintain its existence as a legal entity and shall not sell, assign, transfer or otherwise dispose of the Project without the written consent of the Issuer; provided, however, that the Borrower, without the consent or approval of the Issuer, may merge with or into or consolidate with another entity, or the Project or this Agreement may be sold, assigned, transferred or otherwise disposed of and the Borrower released from its obligations under this Agreement and the Note without violating this subsection, provided that (A) the Borrower causes the proposed surviving, resulting or transferee company to furnish the Issuer with a change of ownership information form prescribed by the Issuer; (B) the Borrower files with the Issuer and the Trustee an Opinion of Counsel delivered by Bond Counsel to the effect that the merger, consolidation, sale or transfer shall not adversely affect the Tax-exempt status of the Bonds; (C) the surviving, resulting or transferee company assumes in writing the obligations of the Borrower under this Agreement and the Note; (D) in connection with any such merger, consolidation, sale or transfer, and, provided the Letter of Credit remains outstanding, the Bank shall expressly ratify and affirm that the Letter of Credit remains in full force and effect; (E) the surviving, resulting or transferred entity shall preserve and keep in full force and effect all licenses and permits necessary to the proper conduct of its business; and (F) after the merger, consolidation or transfer, the Project shall continue to be operated as an authorized project under the Act, including, without limitation, for the creation or retention of primary jobs by a company which meets the qualifications thereof contained in the Act.
Maintain Existence; Merge, Sell, Transfer. The Company shall maintain its existence as a corporation that is a regulated public utility company, and shall not sell, assign, transfer or otherwise dispose of the Project Facilities or substantially all of its assets without the consent of the Authority; provided however that the Company may merge with or into or consolidate with another entity, and the Project Facilities or this Agreement may be transferred pursuant to such merger or consolidation without violating this section provided:
Maintain Existence; Merge, Sell, Transfer. (a) Except as permitted pursuant to Section 10.1(b), the Company shall not assign any of its obligations hereunder to any other party and no purported assignment thereof shall be effective; provided, however, that the Company shall be permitted to sublease the Project to another party, but shall remain obligated to comply with all of the terms and conditions of this Agreement and the other Lease Documents, including, but not limited to, the obligations to pay Rent under Section 6.1(a) hereof. Prior to subleasing the Project pursuant to this Section 10.1(a), the Company shall first furnish to the Issuer and the Trustee an opinion of Bond Counsel to the effect that such subleasing shall not impair the excludability of interest paid on the Bonds from the gross income of the Owners thereof for purposes of federal income taxation. Notwithstanding the foregoing, the Company shall have the right to sublease the Project to Dockside Refrigerated Warehouses, Inc., Gloucester Refrigerated Warehouses, Inc. and Gloucester Marine Terminal, Inc.
Maintain Existence; Merge, Sell, Transfer. The Borrower shall maintain its existence as a legal entity and shall not sell, assign, transfer or otherwise dispose of the Project or substantially all of its assets or change its corporate structure without the consent of the Authority and the Purchaser; provided however that the Borrower may merge with or into or consolidate with or transfer to another urban renewal entity, and the Project or this Bond Agreement may be transferred pursuant to such merger or consolidation without violating this section provided (1) the Borrower causes the proposed surviving, resulting or transferee company to furnish the Authority with a Change of Ownership Information Form (with a copy to the Purchaser); (2) the net worth of the surviving, resulting or transferee company following the merger, consolidation or transfer is equal to or greater than the net worth of the Borrower immediately preceding the merger, consolidation or transfer; (3) any litigation or investigations in which the surviving, resulting or transferee company or its principals, officers and directors are involved, and any court, administrative or other orders to which the surviving, resulting or transferee company or its officers and directors are subject, relate to matters arising in the ordinary course of business; (4) the right to receive Debt Service Subsidy payments; (5) the surviving, resulting or transferee company assumes in writing the obligations of the Borrower under this Bond Agreement and the Note; (6) after the merger, consolidation or transfer, the Project shall be operated as a public school facility within the meaning of Section 54F of the Code and an authorized project under the Act; and (7) the written consent of the Purchaser to such action is furnished to the Authority.
