Corporate Existence; Reorganizations Sample Clauses

Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the State of its incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer to perform its duties hereunder; provided, however, that the Servicer may reincorporate in another State, if to do so would be in the best interests of the Servicer and would not have a material adverse effect upon the Noteholders.
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Corporate Existence; Reorganizations. (a) The Servicer and the Subservicer shall keep in full effect their existence and good standing as corporations in the State of their incorporation and will obtain and preserve their qualification to do business as foreign corporations in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer or the Subservicer to perform their duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer or the Subservicer to perform their duties hereunder; provided, however, that the Servicer and the Subservicer may reincorporate in another State, if to do so would be in the best interests of the Servicer or the Subservicer and would not have a material adverse effect upon the Noteholders.
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Corporate Existence; Reorganizations. (a) Each of the Servicer, the Special Servicer and the Servicing Advisor shall keep in full effect its existence and good standing as a corporation in the Servicer State of Incorporation, Special Servicer State of Incorporation or the Servicing Advisor State of Incorporation, as applicable, and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable such Servicer, Special Servicer or Servicing Advisor to perform its duties under the Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer, the Special Servicer or the Servicing Advisor, as applicable, to perform its duties hereunder; provided that the Servicer, the Special Servicer or the Servicing Advisor may reincorporate in another state if to do so would be in the best interests of the Servicer, the Special Servicer or the Servicing Advisor, as applicable, and would not have a material adverse effect upon the Certificateholders as evidenced by an Opinion of Counsel delivered to the Certificateholders and the Certificateholder Agent prior to such reincorporation.
Sample 1
Corporate Existence; Reorganizations. (a) The initial Servicer shall keep in full effect its existence and good standing as a corporation in the Commonwealth of Massachusetts, and shall obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the initial Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the initial Servicer to perform its duties hereunder; provided that the initial Servicer may reorganize as a corporation in another state provided that the initial Servicer has provided to the Indenture Trustee and the Majority Holders an Officer's Certificate to the effect that (i) such action will not cause the initial Servicer to breach any obligation under this Agreement and (ii) such action would be in the best interests of the initial Servicer and would not have a material adverse effect on the Noteholders.
Sample 1
Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the State of Delaware and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer to perform its duties under this Agreement, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer to perform its duties hereunder; provided, however, that the Servicer may reorganize as a corporation in another state provided that the Transferor has provided to MBIA and the Certificateholders an Officer's Certificate to the effect that (i) such action will not cause the Company to breach any obligation under this Agreement and (ii) such action would be in the best interests of the Servicer and would not have a material adverse effect on the Certificateholders or MBIA.
Sample 1
Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the Servicer State of Incorporation and will obtain and preserve its qualification to do business as a foreign corporation in each
Sample 1
Corporate Existence; Reorganizations. (a) The Servicer shall keep in full effect its existence and good standing as a corporation in the State of California and will obtain and preserve its qualification to do business as a foreign corporation in each jurisdiction in which such qualification is or shall be necessary to enable the Servicer to perform its duties under the Transaction Documents to which it is a party, except where the failure to so qualify would not have a material adverse effect on the Trust Estate or the ability of the Servicer to perform such duties ; provided, however, that the Servicer may reincorporate in another state, if to do so would be in the best interests of the Servicer and would not have a material adverse effect upon the Noteholders.
Sample 1
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Related to Corporate Existence; Reorganizations

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Corporate Existence So long as the Buyer beneficially owns any Note, the Company shall maintain its corporate existence and shall not sell all or substantially all of the Company’s assets, except in the event of a merger or consolidation or sale of all or substantially all of the Company’s assets, where the surviving or successor entity in such transaction (i) assumes the Company’s obligations hereunder and under the agreements and instruments entered into in connection herewith and (ii) is a publicly traded corporation whose Common Stock is listed for trading on the OTCBB, Nasdaq, Nasdaq SmallCap, NYSE or AMEX.

  • Corporate Existence; Subsidiaries Borrower shall, and shall cause each of its Subsidiaries to, preserve and maintain its corporate existence, subject to the provisions of Section 7.12 hereof. Together with any financial statements delivered pursuant to Section 7.6 hereof, Borrower shall deliver an updated Schedule 5.2 to reflect any changes from the existing Schedule 5.2.

  • Corporate Existence and Standing Each of the Borrower and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

  • Corporate Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Separate Corporate Existence The Transferor shall:

  • Corporate Existence and Taxes The Company shall, until at least the Termination Date, maintain its corporate existence in good standing and, once it becomes a "Reporting Issuer" (defined as a Company which files periodic reports under the Exchange Act), remain a Reporting Issuer (provided, however, that the foregoing covenant shall not prevent the Company from entering into any merger or corporate reorganization as long as the surviving entity in such transaction, if not the Company, assumes the Company's obligations with respect to the Common Stock and has Common Stock listed for trading on a stock exchange or on Nasdaq and is a Reporting Issuer) and shall pay all its taxes when due except for taxes which the Company disputes.

  • Separate Existence Except for financial reporting purposes (to the extent required by generally accepted accounting principles) and for federal income tax purposes and, to the extent consistent with applicable state tax law, state income and franchise tax purposes, the Member and the Managers shall take all steps necessary to continue the identity of the Company as a separate legal entity and to make it apparent to third Persons that the Company is an entity with assets and liabilities distinct from those of the Member, Affiliates of the Member or any other Person, and that, the Company is not a division of any of the Affiliates of the Company or any other Person. In that regard, and without limiting the foregoing in any manner, the Company shall:

  • Corporate Existence and Power It is a company or corporation duly organized, validly existing, and in good standing under the laws of the jurisdiction in which it is incorporated, and has full corporate power and authority and the legal right to own and operate its property and assets and to carry on its business as it is now being conducted and as contemplated in this Agreement, including the right to grant the licenses granted by it hereunder.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

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