Developer to Maintain its Existence Clause Samples
Developer to Maintain its Existence. The Developer agrees that until the Bonds are paid or payment is provided for in accordance with the terms of the Indenture, it will maintain its corporate existence in good standing, and will not dissolve or otherwise dispose of all or substantially all of its assets; provided, however, that the Developer may, without violating the agreement contained in this Section, consolidate with or merge into another Person or permit one or more other Persons to consolidate with or merge into it, or may sell or otherwise transfer to another Person all or substantially all of its assets as an entirety and thereafter dissolve or convert into a different type of legal entity, if the surviving, resulting or transferee Person expressly assumes in writing all the obligations of the Developer contained in this Lease, and the surviving, resulting or transferee Person either (a) has a long-term debt rating or is controlled by or under common control with an entity with a long-term debt rating in any of the top three long-term debt rating categories by any nationally recognized rating service, (b) is controlled by, under common control with or controls the Developer, or (c) is otherwise approved by the City Council. This Section does not limit the Developer’s transfer rights under Section 13.1.
Developer to Maintain its Existence. The Developer agrees not to sell, transfer or otherwise dispose of all, or substantially all, of its assets, consolidate with or merge into any other entity, or permit one or more entities to consolidate with or merge into it; provided, however, that the foregoing notwithstanding, the Developer may, without the consent of the Issuer or any other Cooperative Party, consolidate with or merge into another entity, or permit one or more other entities to consolidate with or merge into it, or sell, transfer or otherwise dispose of all, or substantially all, of its assets and thereafter dissolve (if it shall so elect) if the Developer has delivered a written notice to the Issuer no later than 30 days prior to the date of any sale, disposal, transfer, merger or consolidation notifying the Issuer of the proposed transaction.