Maintenance of Legal Existence. Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its company existence, rights and franchises and will continue to conduct and operate its business substantially as being conducted and operated presently. Borrowers will become and remain qualified to conduct business in each jurisdiction where the nature of the business or ownership of property by Borrowers may require such qualification.
Maintenance of Legal Existence. (a) Except as provided in par. (b), the Municipality shall maintain its legal existence and shall not dissolve or otherwise dispose of all or substantially all of its assets and shall not consolidate with or merge into another legal entity.
(b) A Municipality may consolidate with or merge into any other legal entity, dissolve or otherwise dispose of all of its assets or substantially all of its assets, or transfer all or substantially all of its assets to another legal entity (and thereafter be released of all further obligation under this FAA and the Municipal Obligations) if:
(1) the resulting, surviving, or transferee legal entity is a legal entity established and duly existing under the laws of Wisconsin;
(2) such resulting, surviving, or transferee legal entity is eligible to receive financial assistance under the Statute;
(3) such resulting, surviving, or transferee legal entity expressly assumes in writing all of the obligations of the Municipality contained in this FAA and the Municipal Obligations and any other documents the CWFP deems reasonably necessary to protect its environmental and credit interests; and
(4) the CWFP shall have consented in writing to such transaction, which consent may be withheld in the absolute discretion of the CWFP.
Maintenance of Legal Existence. Except as permitted in this Section 6.01, the Company shall maintain its legal existence, shall not sell, transfer or otherwise dispose of all of its assets, as or substantially as an entirety, and shall not consolidate with or merge with or into another entity. The Company may consolidate with or merge into another entity organized and existing under the laws of the United States of America, any state thereof or the District of Columbia, or sell, transfer or otherwise dispose of all of its assets, as or substantially as an entirety, to any Person, if the surviving or resulting Person (if other than the Company) or the transferee Person, as the case may be, prior to or simultaneously with such merger, consolidation, sale, transfer or disposition, assumes, by delivery to the Trustee and the Authority of an instrument in writing satisfactory in form to the Trustee, all the obligations of the Company under this Agreement, including, without limitation, the obligations of the Company under Section 5.01 hereof. Upon such an assumption following any such sale, transfer or other disposition of assets, the Company shall be released and discharged from all liability in respect of all obligations under this Agreement. Notwithstanding the foregoing, in the case of any such sale, transfer or other disposition of assets, which do not include the Facilities, the Company shall remain liable in respect of all obligations under this Agreement other than the obligations under Section 5.01 hereof, and the transferee shall not be required to assume any obligations hereunder other than the obligations under Section 5.01 hereof; provided, however, that the transferee shall be required to assume all such other obligations unless the Company shall have delivered to the Authority and the Trustee an opinion of Bond Counsel to the effect that the non-assumption by the transferee of such other obligations will not impair the validity under the Act of the Bonds and will not adversely affect the exclusion from gross income for federal tax purposes of interest on the Bonds. If consolidation, merger or sale, transfer or other disposition is made as permitted by this Section 6.01, the provisions of this Section 6.01 shall continue in full force and effect and no further consolidation, merger or sale or other transfer shall be made except in compliance with the provisions of this Section 6.01. Anything in this Agreement to the contrary notwithstanding, the sale, transfer or other dispositi...
Maintenance of Legal Existence. During the term of this Financing Agreement, the Borrower shall maintain its existence as set forth in Section 2.01(a) and shall not terminate, dissolve or dispose of all or substantially all of its assets; provided, however, that the Borrower may, with the written permission of the Issuer, consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it, or transfer all or substantially all of its assets to another entity, but only on the condition that the assignee entity or the entity resulting from or surviving such merger or consolidation (if other than the Borrower), or the entity to which such transfer shall be made, shall be duly organized and existing, in good standing and qualified to do business under the laws of the State, shall remain so continuously during the term hereof, and shall expressly assume in writing and agree to perform all of the Borrower’s obligations hereunder and under all other documents executed by the Borrower in connection with the issuance of the Bonds, including the Tax Exemption Agreement and the Regulatory Agreement; provided, further, that (i) the Borrower delivers a Favorable Opinion of Bond Counsel, and (ii) any transfer of the Project shall be effected in accordance with the Mortgage Loan Documents. Nothing in this Section 5.03 shall be deemed to relieve the Borrower of its obligations to comply with the provisions of the Mortgage Loan Documents.
Maintenance of Legal Existence. Each Obligor shall, and shall cause each of its Subsidiaries to, preserve and maintain its corporate existence in good standing.
Maintenance of Legal Existence. From and after the Closing Date, the Buyers shall maintain Pinnacle in good standing under the laws of the State of Nebraska, and shall maintain the Buyers' corporate existence in good standing as foreign corporations duly qualified to transact business under the laws of the State of Nebraska, until all payments due and owing from the Buyers to the Seller pursuant to this Agreement, the Promissory Note and Guaranty and the Pledge Agreement have been paid in full.
Maintenance of Legal Existence. The Issuer shall and shall cause each of its Restricted Subsidiaries to: (a) preserve, renew and maintain in full force and effect their respective legal existence and good standing under the Laws of the jurisdiction of their organization except in a transaction expressly permitted under Article 5; (b) take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the normal conduct of their respective businesses, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) preserve or renew all of their respective registered patents, trademarks, trade names and service marks and other intellectual property, the non-preservation of which could reasonably be expected to have a Material Adverse Effect.
Maintenance of Legal Existence. COMPLIANCE WITH LAWS. Each Obligor shall at all times preserve and maintain in full force and effect its legal existence, powers, rights, licenses, permits and franchises in the jurisdiction of its organization; continue to conduct and operate its business substantially as conducted and operated during the present and preceding Fiscal Year of such Obligor; operate in full compliance with all applicable laws, statutes, regulations, certificates of authority and orders in respect of the conduct of its business; and qualify and remain qualified as a foreign organization in each jurisdiction in which such qualification is necessary or appropriate in view of its business and operations, except where in each case, the effect of the failure to preserve and maintain, the failure to continue to conduct and operate, and the failure to fully comply or failure to qualify and remain qualified would not have a material adverse effect on the business and operations of the Obligors, considered on a consolidated basis.
Maintenance of Legal Existence. The Debtor shall, and shall cause each of its Subsidiaries to, preserve and maintain its existence in good standing.
Maintenance of Legal Existence. 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 will continue to conduct and operate its business substantially as being conducted and operated presently. The Borrower will become and remain qualified to conduct business in Texas and each jurisdiction where the nature of the business or ownership of property by the Borrower may require such qualification.
