THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The Borrower agrees that during the term of this Agreement it will maintain its corporate existence in good standing and will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation or permit one or more other corporations to consolidate or merge into it; provided, that the Borrower may, without violating the covenants contained in this Section, consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets and thereafter dissolve, provided that (1) either (A) the Borrower is the surviving corporation or (B) the surviving, resulting or transferee corporation, as the case may be, (i) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder and (ii) qualifies to do business in the State of California; and (2) the Borrower shall deliver to the Trustee an Opinion of Bond Counsel to the effect that such consolidation, merger or transfer and dissolution does not in and of itself adversely affect the exclusion from gross income for federal income tax purposes of interest on the Bonds.
THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) To the extent permitted by law and its Articles of Incorporation, the Borrower agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State and will not dissolve or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another person or permit one or more other persons to consolidate or merge into it; provided, however, that if the Borrower has obtained the prior written consent of the Authority, the Borrower may combine, consolidate with, or merge into another person legally existing under the laws of one of the states of the United States, or permit one or more other persons to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entity and thereafter dissolve. The consent of the Authority shall be given within thirty (30) days after written evidence acceptable to the Authority is provided by the Borrower to demonstrate that (i) the surviving, resulting or transferee person, as the case may be, (A) assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder, (B) qualifies to do business in the State of California and (C) has a net worth (as determined in accordance with generally accepted accounting principles) immediately after such consolidation, merger, sale or transfer equal to at least ninety-five percent (95%) of the net worth of the Borrower at the end of the fiscal quarter immediately preceding the effective date of such consolidation, merger, sale or transfer; and (ii) the ratings on the Bonds, as determined by at least one Rating Agency, shall remain at the same rating level, or a higher rating level, as the ratings on the Bonds immediately prior to the effective date of such consolidation, merger, sale or transfer. If the Authority does not act within thirty (30) days after such written evidence is received, such consent shall be deemed to have been given. Within ten (10) Business Days after the consummation of the consolidation, merger, sale or other transaction, the Borrower shall provide the Authority with counterpart copies of the consolidation, merger or sale instruments, or other documents constituting the transaction, including (X) copies of the instruments of assumption referred to in (i)(A) above and (Y) evidence of qualification as referr...
THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) The Borrower agrees that during the term of this Agreement and so long as any Bond is Outstanding, it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation or permit one or more corporations to consolidate with or merge into it; provided, that the Borrower may, without violating the agreements contained in this Section 5.2, consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it, or sell or otherwise transfer to another corporation all or substantially all of its assets as an entirety and thereafter dissolve; provided, that in the event the Borrower is not the surviving, resulting or transferee corporation, as the case may be, that the surviving, resulting or transferee corporation (i) is a corporation organized under the laws of the United States or any state, district or territory thereof; (ii) is qualified to do business in the State or consents to service of process in the State; and (iii) assumes in writing all of the obligations of the Borrower under this Agreement. Notwithstanding the foregoing, in connection with any consolidation, merger, sale or other transfer, the Trustee and the Authority shall receive an opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not in and of itself effect the Tax-Exempt status of the Bonds. Notwithstanding any other provision of this Section 5.2(a), the Borrower need not comply with any of the provisions of Section 5.2(a) above if, at the time of such transaction, all of the Bonds will be defeased as provided in Article X of the Indenture.
THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) To the extent permitted by law and its Articles of Organization, the Borrower covenants and agrees that during the term of this Agreement it will maintain its existence as a limited liability company, will continue to maintain its status as a limited liability company in good standing in the State of California, will not dissolve, sell or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another entity so that the Borrower is not the resulting or surviving entity (except for a merger into a wholly-owned subsidiary of the Borrower)(any such sale, disposition, combination or merger shall be referred to hereafter as a "transaction"); provided, however, that if the Borrower has obtained the prior written consent of the Authority and the Bank, the Borrower may enter into such transaction. The consent of the Authority (which shall not be unreasonably withheld) shall be given within thirty (30) days after the Authority receives satisfactory evidence that:
THE BORROWER'S MAINTENANCE OF ITS EXISTENCE; ASSIGNMENTS. (a) To the extent permitted by law and its articles of incorporation, the Borrower covenants and agrees that during the term of this Agreement it will maintain its existence as a corporation, will continue to maintain its status as a corporation in good standing in the State of California, will not dissolve, sell or otherwise dispose of all or substantially all of its assets and will not combine or consolidate with or merge into another entity or permit one or more other entities (except for a wholly owned subsidiary of the Borrower, an entity of which the Borrower is a wholly owned subsidiary, or an entity wholly owned by the entity of which the Borrower is a wholly owned subsidiary) to consolidate with or merge into it; provided, however, that if the Borrower has obtained the prior written consent of the Authority and the Bank, the Borrower may so combine, consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell or otherwise transfer to another entity all or substantially all of its assets as an entirety and thereafter dissolve. The consent of the Authority (which shall not be unreasonably withheld) shall be given within 30 days after the Authority receives satisfactory evidence that: (i) the surviving, resulting, or transferee person or entity, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Borrower hereunder, (ii) the surviving, resulting, or transferee person or entity, as the case may be, qualifies to do business in the State of California, (iii) the existing Letter of Credit will remain in full force and effect, and (iv) the credit rating on the Bonds, as determined by any Rating Agency then rating the Bonds, shall be no lower than the rating level of the Bonds immediately prior to the effective date of such consolidation, merger, sale or transfer. The Authority shall also have received an Opinion of Bond Counsel to the effect that the resulting change in ownership of the Borrower will not cause interest on the Bonds to be included in gross income for federal income tax purposes. If the Authority does not act within 30 days after such written evidence is received, such consent shall be deemed to be given. If the outcome of the transaction would have a result other than the surviving, resulting or transferee person or entity owning any of the assets financed with proceeds of the Bonds and assuming all of the obligations of the ...
