Common use of The Borrower’s Maintenance of its Existence Clause in Contracts

The Borrower’s Maintenance of its Existence. The Borrower covenants and agrees that it will maintain its existence and will not dissolve, nor will it sell or otherwise transfer the Project or all or substantially all of its assets, nor will it consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it. Notwithstanding the foregoing, the Borrower may, without violating the covenants contained in this Section, 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 the Project or all or substantially all of its assets as an entirety and thereafter dissolve, if: (a) The surviving, resulting or transferee entity, as the case may be: (i) assumes in writing, if such entity is not the Borrower, all of the obligations of the Borrower under this Agreement; (ii) is not, after such transaction, otherwise in default under any provisions of this Agreement; and (iii) is qualified to do business in the State; (b) The Trustee and the Issuer shall have received an Opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not cause interest on the Bonds not to be Tax-exempt; and (c) The written acknowledgment of the Bank has been received by the Trustee, together with an acknowledgment that the Letter of Credit will remain in effect after such merger, consolidation, sale or other transfer is effected. If a merger, consolidation, sale or other transfer is effected, as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of this Section.

The Borrower’s Maintenance of its Existence. The Borrower covenants and agrees that that, so long as the Bonds are Outstanding, it will maintain its existence and will not dissolve, nor will it sell or otherwise transfer the Project or all or substantially all of its assets, nor will it consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it. Notwithstanding the foregoing, the Borrower may, without violating the covenants contained in this Section, 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 the Project or all or substantially all of its assets as an entirety and thereafter dissolve, if: (a) The the surviving, resulting or transferee entity, as the case may be: (i) assumes in writing, if such entity is not the Borrower, all of the obligations of the Borrower under this Agreement; (ii) is not, after such transaction, otherwise in default under any provisions of this Agreement; and (iii) is qualified or registered to do business in the State; (b) The the Trustee and the Issuer shall have received an Opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not cause interest on the Series 2008A Bonds not to be Tax-exempt; and (c) The the written acknowledgment consent of the Bank has been received by the Trustee, together with an acknowledgment that the Letter of Credit and the Support Letter of Credit will remain in effect after such merger, consolidation, sale or other transfer is effectedeffect. If a merger, consolidation, sale or other transfer is effected, as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of this Section.

The Borrower’s Maintenance of its Existence. The Borrower covenants and agrees that it will maintain its existence and will not dissolve, nor will it sell sell, or otherwise transfer the Project or dispose of all or substantially all of its assets, nor will it consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it. Notwithstanding the foregoing, the Borrower may, without violating the covenants contained in this Section, 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 the Project or all or substantially all of its assets as an entirety and thereafter dissolve, if: (a) The surviving, resulting or transferee entity, as the case may be: (i) assumes in writing, if such entity is not the Borrower, all of the obligations of the Borrower under this Agreement; (ii) is not, after such transaction, otherwise in default under any provisions of this Agreement; and (iii) is qualified to do business in the State; (b) The Trustee and the Issuer Authority shall have received an Opinion opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not cause interest on the Bonds not to be Tax-exempt; and (c) The written acknowledgment consent of the Bank has been received by the Trustee, together with an acknowledgment that the Letter of Credit will remain in effect after such merger, consolidation, sale or other transfer is effectedeffect. If a merger, consolidation, sale or other transfer is effected, as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of this Section.

The Borrower’s Maintenance of its Existence. The Borrower covenants and agrees that it will maintain its existence and will not dissolve, nor will it sell or otherwise transfer the Project or all or substantially all of its assets, nor will it consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it. Notwithstanding the foregoing, the Borrower may, without violating the covenants contained in this Section, 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 the Project or all or substantially all of its assets as an entirety and thereafter dissolve, if: (a) The surviving, resulting or transferee entity, as the case may be: (i) assumes in writing, if such entity is not the Borrower, all of the obligations of the Borrower under this Agreement; (ii) is not, after such transaction, otherwise in default under any provisions of this Agreement; and (iii) is qualified to do business in the State; (b) The Trustee and the Issuer Authority shall have received an Opinion of Bond Counsel to the effect that such merger, consolidation, sale or other transfer will not cause interest on the Bonds not to be Tax-exempt; and (c) The written acknowledgment consent of the Bank has been received by the Trustee, together with an acknowledgment that the Letter of Credit will remain in effect after such merger, consolidation, sale or other transfer is effectedeffect. If a merger, consolidation, sale or other transfer is effected, as provided in this Section, the provisions of this Section shall continue in full force and effect and no further merger, consolidation, sale or transfer shall be effected except in accordance with the provisions of this Section.