Common use of Continuing Existence Clause in Contracts

Continuing Existence. Throughout the Term of this Agreement, the Borrower shall not, directly or indirectly, consolidate or merge with or into (whether or not the Borrower is the surviving person) another person, dissolve or sell, assign, transfer, lease, convey or otherwise dispose of all or substantially all of its properties or assets in one or more related transactions, to any person unless: (A) the Borrower is the surviving person or the person formed by or surviving any such consolidation or merger (if other than the Borrower) or to which such sale, assignment, transfer, lease, conveyance or other disposition will have been made is a corporation, partnership or limited liability company organized under the laws of the United States, any state thereof, the District of Columbia or any territory thereof, shall have a total unrestricted net assets of at least equal to that of the Borrower as of the date of such consolidation, merger or transfer, shall be duly qualified to do business in the State of Montana, and shall agree in writing to assume the obligations of the Borrower hereunder; (B) at least 30 days before such transaction, the Borrower shall give the Lender and the City written notice of the proposed transaction; (C) prior to such transaction, an opinion of Note Counsel shall be delivered to the City and the Lender stating that such transaction will not cause interest payable on the Note to become includible in the gross income of the Holder for federal income tax purposes; (D) prior to such transaction, the surviving, resulting or transferee person, as the case may be, if other than the Borrower, shall deliver to the Lender an instrument assuming all of the obligations of the Borrower under this Agreement and the other Loan Documents; (E) immediately after giving effect to such transaction, no Default shall have occurred and be continuing; and (F) prior to such transaction, the Borrower shall have delivered to the City and the Lender an Opinion of Counsel stating that such transaction complies with this Agreement.