Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. Company agrees that during the term of this Agreement it will maintain its corporate existence and good standing, will continue to be a corporation organized under the laws of the Commonwealth of Kentucky or qualified and admitted to do business in the Commonwealth of Kentucky, and will neither dispose of all or substantially all of its assets nor consolidate with nor merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge, (i) shall be a corporation organized and existing under the laws of one of the States of the United States of America, (ii) shall be qualified and admitted to do business in the Commonwealth of Kentucky, (iii) shall assume in writing all of the obligations of Company herein and (iv) shall deliver a copy of such assumption to the Issuer and Trustee.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that, during the term of this Agreement, 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 other corporations to consolidate with or merge into it; provided that the Company may, without violating its agreement 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 as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, as the case may be (if other than the Company), is a corporation organized and existing under the laws of one of the states of the United States, and assumes in writing all of the obligations of the Company herein, and, if not an Indiana corporation, is qualified to do business in the State. If consolidation, merger or sale or other transfer is made as provided in this Section, the provisions of this Section 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.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company 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, will not dissolve or otherwise dispose of all or substantially all of its assets 4819-0944-7237.6 and will not combine or consolidate with or merge into another Person or permit one or more Persons to consolidate with or merge into it; provided, however, that the Company may so 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 Persons to consolidate with or merge into it, or sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve if the surviving, resulting, or transferee Person, as the case may be, assumes and agrees in writing to pay and perform all of the obligations of the Company hereunder and under the Tax Agreement. Any transfer of all or substantially all of the Company’s generation assets shall not be deemed to constitute a “disposition of all or substantially all of the Company’s assets” within the meaning of the preceding paragraph. Any such transfer of the Company’s generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger, combination, consolidation, sale of assets, dissolution or reorganization, the Bonds will be defeased as provided in Article XI of the Indenture.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its corporate existence and, will not sell its electric properties as an entirety or substantially as an entirety or consolidate with or merge into another corporation or permit one or more other corporations to consolidate with or merge into it, except to the extent permitted under the provisions of the Company Mortgage, provided that any successor corporation resulting from any such sale, consolidation or merger shall assume all obligations of the Company arising under or contemplated by the provisions of this Agreement. If consolidation, merger or sale or other transfer is made as provided in this Section, the provisions of this Section 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.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless (a) the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, (iii) be a public utility, and (iv) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the Lease Term it will maintain in good standing its corporate existence and its qualification to do business in the State, 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 with or merge into it; provided that the Company may, without violating the agreement 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 as an entirety and thereafter dissolve, if (a) all restrictions relating thereto in the Company Indenture are satisfied and (b) the surviving, resulting or transferee corporation (if other than the Company) is a corporation validly organized and existing in good standing under the laws of one of the states of the United States, is qualified to do business in the State, and irrevocably and unconditionally assumes in writing all of the obligations of the Company hereunder in an instrument which is satisfactory to, and delivered to, the Issuer and the Trustee.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement it will maintain its corporate existence and, will not sell, merge or consolidate with or into any other Person or sell, lease or transfer all or substantially all of its property to any Person, except that the following shall be permitted:
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that, so long as any Bonds are 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 other corporations to consolidate with or merge into it; provided that the Company may, without violating its agreement 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 as an entirety and thereafter dissolve, provided the surviving, resulting or transferee corporation, as the case may be (if other than the Company), is a corporation organized and existing under the laws of one of the states of the United States and assumes in writing all of the obligations of the Company herein and, if not a Florida corporation, is qualified to do business in the State.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company 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 legal entity or permit one or more legal entities to consolidate with or merge into it; provided, that the Company may, without violating the agreements contained in this Section 5.2, consolidate with or merge into another domestic legal entity (i.e., a legal entity organized and existing under the laws of the United States of America or any state, district or territory thereof) or permit one or more other domestic legal entities to consolidate with or merge into it, or sell or otherwise transfer to another domestic legal entity all or substantially all of its assets as an entirety; provided, that in the event the Company is not the surviving, resulting or transferee corporation, that the surviving, resulting or transferee legal entity (i) is a domestic legal entity as aforesaid; (ii) is qualified to do business in the State; (iii) assumes in writing all of the obligations of the Company under this Agreement, the Note, the Letter of Credit Agreement, the Remarketing Agreement and the Tax Exemption Certificate and Agreement; (iv) if a Letter of Credit is not in effect, has a "Consolidated Tangible Net Worth" (after giving effect to such merger, consolidation or transfer) of not less than the Consolidated Tangible Net Worth of the Company immediately prior to such merger, consolidation or transfer; and (v) delivers to the Trustee an opinion of Bond Counsel to the effect that such merger, consolidation or transfer does not adversely affect the tax status of the interest on the Bonds for federal income tax purposes. The term "Consolidated Tangible Net Worth," as used in this Section 5.2, shall mean the difference obtained by subtracting total consolidated liabilities of an entity and its consolidated subsidiaries, if any, from total consolidated assets of an entity and its consolidated subsidiaries, if any, less the aggregate amount of any intangible assets, including, without limitation, good will, franchises, licenses, patents, trademarks, trade names, copyrights, service marks and brand names.
Company to Maintain its Corporate Existence; Conditions under Which Exceptions Permitted. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State of Delaware, will be qualified to do business as a foreign corporation in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's assets to any of its wholly owned subsidiaries shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's assets shall not relieve the Company of any of its obligations under this Agreement.
