Maintain Existence; Merger Sample Clauses

Maintain Existence; Merger. WFS shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFS is a party. WFS shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFS has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFS as an entirety, can lawfully perform the obligations of WFS hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFS under this Agreement.
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Maintain Existence; Merger. WII shall keep in full effect its existence, rights and franchises under the laws of the State of California, and shall at all times continue to be duly organized, duly qualified and duly authorized (as described in Sections 2.04(a) and (b) hereof) and shall conduct its business in accordance with the terms of its corporate charter and bylaws. WII
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Maintain Existence; Merger. WII shall keep in full effect its existence, rights and franchises under the laws of the State of California, and shall at all times continue to be duly organized, duly qualified and duly authorized (as described in Sections 2.04(a) and (b) hereof) and shall conduct its business in accordance with the terms of its corporate charter and bylaws. WII shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WII has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WII as an entirety, can lawfully perform the obligations of WII hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the 20 Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WII under this Agreement.
Sample 1
Maintain Existence; Merger. The Seller shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which the Seller is a party. The Seller shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which the Seller has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of the Seller as an entirety, can lawfully perform the obligations of the Seller hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by the Seller under this Agreement.
Sample 1Sample 2
Maintain Existence; Merger. The Bank will keep in full effect its existence, rights and franchises as a stock savings association (or, if the Bank elects to convert to any other type of depository institution, such depository institution) under the laws of the United States and its rights and franchises under the laws of the State of California, the accounts of which are insured, to the extent permitted by law, by the Federal Deposit Insurance Corporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Existing Agreements to which the Bank is a party. WFAL 2 will keep in full effect its existence, rights and franchises as a corporation under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Existing Agreements to which WFAL 2 is a party. Neither the Bank nor WFAL 2 will consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which it has merged or the Person which acquires by conveyance, transfer or lease substantially all its assets as an entirety, can lawfully perform its obligations hereunder and executes and delivers to the Trustee and Financial Security an agreement, in form and substance reasonably satisfactory to the Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by it under this Agreement.
Sample 1
Maintain Existence; Merger. WFSRC2 shall keep in full effect its existence, rights and franchises under the laws of the State of Nevada, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFSRC2 is a party. WFSRC2 shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFSRC2 has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFSRC2 as an entirety, can lawfully perform the obligations of WFSRC2 hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by WFSRC2 under this Agreement.
Sample 1
Maintain Existence; Merger. Westcorp shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which Westcorp is a party. Westcorp shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which Westcorp has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of Westcorp as an entirety, can lawfully perform the obligations of Westcorp hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant and condition to be performed or satisfied by Westcorp under this Agreement.
Sample 1
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Maintain Existence; Merger. WFAL shall keep in full effect its existence, rights and franchises under the laws of the State of California, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Contract Documents and the Transaction Agreements to which WFAL is a party. WFAL shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which WFAL has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of WFAL as an entirety, can lawfully perform the obligations of WFAL hereunder and executes and delivers to the Owner Trustee an agreement, in form and substance reasonably satisfactory to the Owner Trustee and Financial Security, which contains an
Sample 1
Maintain Existence; Merger. Administrator hereby agrees and covenants with the Liquidator that Administrator shall keep in full effect its existence, rights and franchises under the Laws of the State of [ ], and will obtain and preserve its qualification to do business in New York and each other jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of this Agreement. Administrator shall not consolidate with or merge into any other Person or convey, transfer or lease substantially all of its assets as an entirety to any Person unless the Person formed by such consolidation or into which Administrator has merged or the Person which acquires by conveyance, transfer or lease substantially all the assets of Administrator as an entirety, can lawfully and properly perform the obligations of Administrator hereunder and executes and delivers to the Liquidator an agreement, in form and substance reasonably satisfactory to the Liquidator, which contains an assumption by such Person of the due and punctual performance and satisfaction of each covenant, obligation and condition to be performed or satisfied by Administrator under this Agreement. Under all circumstances, Administrator acknowledges that it must obtain the prior written consent of the Liquidator prior to Administrator’s consolidation with or merger into any other Person or conveyance, transfer or lease of substantially all of Administrator’s assets as an entirety to any other Person.
Sample 1

Related to Maintain Existence; Merger

  • Maintain Existence It will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign trust or limited liability company in each jurisdiction where its business is conducted, and will obtain and maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Organization, Existence, etc The Buying Corporation is a corporation duly organized, validly existing and in good standing under the laws of the state of Minnesota and has the power to carry on its business as it is now being conducted.

  • Formation; Existence Buyer is a limited liability company, duly organized, validly existing and in good standing under the laws of the State of Delaware, and the Buyer, or its applicable Designated Subsidiary, is qualified to do business in the states where the Properties acquired by Buyer or such Designated Subsidiary are located.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Company Existence During the term of this Agreement, the Seller shall keep in full force and effect its existence, rights and franchises as a limited liability company under the laws of the jurisdiction of its formation and shall obtain and preserve its qualification to do business in each jurisdiction in which such qualification is or shall be necessary to protect the validity and enforceability of the Basic Documents and each other instrument or agreement necessary or appropriate to the proper administration of this Agreement and the transactions contemplated hereby. In addition, all transactions and dealings between the Seller and its Affiliates (including the Issuer) shall be conducted on an arm’s length basis.

  • Legal Existence, Etc Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its legal existence. Subject to Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly‑owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence and Standing Each of the Company and the Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted and where the failure to have such authority would reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence; Maintenance of Properties (a) The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to any other entity. (b) The Borrower (i) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them; provided that nothing in this Section 8.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

  • Organization, Existence and Good Standing The Company is a corporation duly organized, validly existing and in good standing under the Laws of the State of Delaware.

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