Maintenance of Existence and Qualification. Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence in good standing under the laws of its state of organization. Borrower shall, and shall cause each Subsidiary to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.
Maintenance of Existence and Qualification. Borrower shall, and shall cause each Subsidiary to, maintain its corporate existence in good standing under the laws of its state of organization; provided any Subsidiary of Borrower shall be permitted to dissolve, merge, consolidate with any entity, convey, transfer, or lease all or substantially all of its assets to the extent otherwise permitted under this Credit Agreement, so long as such event could not reasonably be expected to result in a Material Adverse Effect. Borrower shall, and shall cause each Subsidiary to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.
Maintenance of Existence and Qualification. Borrower shall maintain its corporate existence in good standing under the laws of Delaware. Borrower will qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties.
Maintenance of Existence and Qualification. Unless the Borrower complies with the following provisions of this Section 5.4, the Borrower agrees that as long as any Bond is outstanding it will maintain its existence, will not dissolve, liquidate or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another legal entity or permit one or more other legal entities (other than one or more subsidiaries of the Borrower) to consolidate with or merge into it. Any dissolution, liquidation, disposition, consolidation or merger shall be subject to the following conditions:
(a) The Borrower provides a certificate to the Authority and Trustee, in form and substance satisfactory to such parties, to the effect that no event of default exists hereunder or under the Indenture and that no event of default hereunder or thereunder will be caused by the dissolution, liquidation, disposition, consolidation or merger;
(b) the entity surviving the dissolution, liquidation, disposition, consolidation or merger (i) is organized and existing under the laws of the United States, a state thereof or the District of Columbia and (ii) assumes in writing and without condition or qualification the obligations of the Borrower under each of the Borrower Agreements then in effect;
(c) such dissolution, liquidation, disposition, consolidation or merger is permitted under the Borrower Indenture;
(d) the Borrower or the entity surviving the dissolution, liquidation, disposition, consolidation or merger, within ten (10) days after execution thereof, furnishes to the Authority and Trustee a true and complete copy of the instrument of dissolution, liquidation, disposition, consolidation or merger;
(e) neither the validity nor the enforceability of the Bonds, the Indenture or any material agreement related to the Bonds to which the Borrower is a party is adversely affected by the dissolution, liquidation, disposition, consolidation or merger;
(f) the exclusion of the interest on the Bonds from gross income for federal income tax purposes is not adversely affected by the dissolution, liquidation, disposition, consolidation or merger, and the provisions of the Act, the Indenture and the Borrower Agreements then in effect are complied with concerning the dissolution, liquidation, disposition, consolidation or merger;
(g) no rating on the Bonds, if the Bonds are then rated, is reduced or withdrawn as a result of the dissolution, liquidation, disposition, consolidation or merger;
(h) the Project...
Maintenance of Existence and Qualification. Borrower shall maintain its corporate existence in good standing under the laws of the state of Georgia, or such other state as may be applicable in the event Borrower enters into a Permitted Conversion Transaction in compliance with clause (e) of Section 10.5 hereof. Borrower will qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties. Borrower will qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties.
Maintenance of Existence and Qualification. Each Obligor shall, and shall cause each of its Subsidiaries to, maintain its corporate existence in good standing under the laws of its state of organization. Each Obligor shall, and shall cause each of its Subsidiaries to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect. Except as expressly required by Applicable Law, no Obligor shall (a) amend, modify or otherwise change any of its Organizational Documents in any way that could reasonably be expected to have an adverse effect to the interests of the Syndication Parties hereunder or under any other Loan Document without the prior written consent of the Required Lenders or (b) make or permit any material change in its accounting policies or reporting practices except as required by a change in GAAP or by Brazilian laws or accounting rules.
Maintenance of Existence and Qualification. Guarantor shall maintain its corporate existence in good standing under the laws of the State of Delaware. Guarantor will qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties and the failure to be so qualified would have a Material Adverse Effect on Guarantor.
Maintenance of Existence and Qualification. Each Obligor shall, and shall cause each of its Subsidiaries to, maintain its corporate existence in good standing under the laws of its state of organization; provided any Subsidiary of any Obligor shall be permitted to dissolve, merge, consolidate with any entity, convey, transfer, or lease all or substantially all of its assets to the extent otherwise permitted under this Agreement, so long as such event could not reasonably be expected to result in a Material Adverse Effect. Each Obligor shall, and shall cause each of its Subsidiaries to, qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business, operations and properties except where the failure to so qualify has not and could not reasonably be expected to result in a Material Adverse Effect.”
3.4 Section 11.14 is hereby modified by deleting it in its entirety and inserting the following in place thereof:
Maintenance of Existence and Qualification. Each Borrower shall maintain its existence in good standing under the laws of its state of formation. Each Borrower shall qualify and remain qualified to do business in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties.
Maintenance of Existence and Qualification. Borrower shall maintain its corporate existence in good standing under the laws of the state of Kansas. Borrower
(a) will qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties; and (b) shall cause Subsidiary to maintain its corporate existence in good standing under the laws of the state of Kansas. Borrower will qualify and remain qualified, and will cause Borrower to qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business, operations and properties.
