Maintenance of Corporate Status. Prior to Closing and for a period of a least 36 months after the Closing Date, the Purchaser and Vendor shall each use their commercially reasonable efforts to remain a corporation validly subsisting under the laws of its jurisdiction of existence, licensed, registered or qualified as a foreign corporation in all jurisdictions where the character of its properties owned or leased or the nature of the activities conducted by it make such licensing, registration or qualification necessary and shall carry on its business in the ordinary course and in compliance in all material respects with all applicable laws, rules and regulations of each such jurisdiction.
Maintenance of Corporate Status. The Company and Buyer shall maintain its corporate or partnership existence in good standing or effective under the laws of its jurisdiction of organization and any other states or jurisdictions in which its failure to qualify as a foreign corporation or entity would have a material adverse effect on its operations or financial condition.
Maintenance of Corporate Status. The Company shall maintain, and shall cause each affiliate to maintain, its corporate or partnership existence in good standing or effective under the laws of its jurisdiction of organization and any other states or jurisdictions in which its failure to qualify as a foreign corporation or entity would have a material adverse effect on its operations or financial condition.
Maintenance of Corporate Status. At all times during the term of this Agreement, Broker and Owner shall take such actions as are necessary to ensure that the respective party is in good standing under the laws of its jurisdiction of incorporation.
Maintenance of Corporate Status. The Company shall maintain, and shall cause its Subsidiaries to maintain, their corporate existence in good standing in the jurisdictions where they are respectively incorporated and shall remain, and cause its Subsidiaries to remain, qualified as foreign corporations in good standing in all other jurisdictions where they are respectively required to be qualified, except where any failure so to maintain or remain will not have a Material Adverse Effect.
Maintenance of Corporate Status. The Company shall maintain, and shall cause its Subsidiaries to maintain, their corporate existence in good standing in all states and countries where they are incorporated or are required to be qualified to conduct business as a foreign corporation.
Maintenance of Corporate Status. Company will be maintained at all times as a duly organized corporation validly existing under the Laws of the State of Iowa.
Maintenance of Corporate Status. Neither the Company nor the Parent Company shall be merged, consolidated, liquidated or dissolved, or a participant in a share exchange, and none of the Sellers shall authorize or approve any such transaction, until (i) the Company shall have procured all of the third-party authorizations, approvals and consents specified in §3(c) and/or §5(b) above, including the Lease Consents and the other third-party authorizations, approvals or consents referred to on Schedule 3(c) (notwithstanding that the Buyer may have waived any closing condition in §7(a) as to any such Lease Consents and the other third-party authorization, approval or consents), (ii) the Company shall have procured all government and governmental agency authorizations, approvals and consents specified in §3(c) and/or §5(b) above, including those referred to on Schedule 3(c) (notwithstanding that the Buyer may have waived any closing condition in §7(a) as to any such government or governmental agency authorization, approval or consents), and (ii) the consummation of the assignment (or novation) to the Buyer of all Leases, Customer Contracts, and other Acquired Assets whose assignment requires any such authorization, approval or consent.
Maintenance of Corporate Status. Each of the Corporate Targets shall be maintained at all times as a corporation validly existing and in good standing under the laws of the state of its incorporation and in good standing as a foreign corporation in all states in which it is currently qualified to do business. No amendment shall be made to the Articles of Incorporation or Bylaws of any of the Corporate Targets without the prior written consent of Acquiror. SECTION 6.2.
Maintenance of Corporate Status. AGI shall (A) be maintained at all times as a corporation validly existing and in good standing under the laws of Delaware, and duly authorized to do business in each and every jurisdiction material to the operation of AGI and (B) timely file all required reports with every governmental or taxing authority applicable to AGI.
