Common use of Conduct of Business and Maintenance of Existence and Assets Clause in Contracts

Conduct of Business and Maintenance of Existence and Assets. Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including, without limitation, all material Intellectual Property and take all commercially reasonable actions necessary to enforce and protect the validity of any material Intellectual Property right or other right included in the Collateral except where the failure to do the foregoing could not reasonably be expected to have a Material Adverse Effect; (ii) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (iii) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, powers and franchises under the laws of the United States or any political subdivision thereof, except where the failure to do the foregoing could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Loan Party shall have an obligation to use or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyright, and so long as such replacement trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyright.

Conduct of Business and Maintenance of Existence and Assets. Conduct continuously (a) Actively conduct and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business (including the Collateral) in good working order and condition in all material respects (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), includingincluding all licenses, without limitationpatents, all material copyrights, design rights, tradenames, trade secrets and trademarks Intellectual Property and any licenses under third-party Intellectual Property, subject to the terms of any such licenses, and take all commercially reasonable actions necessary to enforce and protect the validity of any material intellectual property Intellectual Property right or other right included in the Collateral except Collateral, except, in each the case of any such Intellectual Property right, where the failure to do the foregoing could so would not reasonably be expected to have a Material Adverse Effect; (iib) keep preserve, renew and maintain in full force and effect (i) its legal existence under the laws of the jurisdiction of its organization and (ii) its good standing in the relevant jurisdictions of organization, and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could would reasonably be expected to have a Material Adverse Effect; and (iiic) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof, except thereof where the failure to do the foregoing could not so would reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein .; (d) promptly inform the Agent in writing of the establishment of any ECF Account; (e) maintain each of the individual Fracking Fleets in good operating condition and repair (including, in the case of idle Fracking Fleets, maintenance in accordance with the Fracking Fleet Preservation Program) in a manner such that each deployed Fracking Fleet shall be, during the period of its deployment, usable in the ordinary course of business in accordance with Section 5.20 and this Section 6.2, and each idle Fracking Fleet shall be, once prepared for service in accordance with the Fracking Fleet Preservation Program, capable of deployment and usable in the ordinary course of business in accordance with Section 5.20 and this Section 6.2; and (f) make such Capital Expenditures in accordance with the Fracking Fleet Preservation Program as are necessary to (x) conduct and operate its business according to good business practices, (y) maintain the Required Aggregate Horsepower Amount with respect to the contrary, so long as no Event of Default has occurred and is continuing, no Loan Party shall have an obligation to use Fracking Fleets that are either ready for immediate deployment in accordance with the Fracking Fleet Preservation Program or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyrightcurrently deployed, and so long as such replacement trademark, service xxxx, patent or copyright is subject to (z) satisfy the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyrightMinimum Fracking Fleet Requirement.

Conduct of Business and Maintenance of Existence and Assets. Conduct Except as occasioned by the Cases, (a) conduct continuously and operate actively its their business according to good business practices and maintain all of its their properties (including each Real Property) useful or necessary in its their business in good working order and condition in accordance with industry standards (reasonable wear and tear and casualty excepted and except as may be disposed of in accordance with the terms of this Agreement), including, without limitation, including all material Intellectual Property licenses, patents, copyrights, design rights, tradenames, domain names, trade secrets, trademarks, leases and occupancy agreements, and take all commercially reasonable actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right or other material right included in the Collateral except where the failure to do the foregoing could not reasonably be expected to have a Material Adverse EffectCollateral; (iib) keep in full force and effect its their existence and comply in all material respects with the laws and regulations Applicable Laws governing the conduct of its their business where the failure to do so could reasonably be expected to have a Material Adverse Effect, result in an Event of Default, result in material liability to such Credit Party or materially and adversely affect such Credit Party’s ability to conduct its business as currently conducted; and (iiic) make all such reports and timely pay all such franchise and other taxes Taxes and license fees and do all such other acts and things as may be lawfully required to maintain its their rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereofthereof where the failure to do so could reasonably be expected to have a Material Adverse Effect, result in an Event of Default or result in material liability to such Credit Party or Restricted Subsidiary. Each Credit Party will perform all of their obligations under any Real Property agreement, except where the failure to do the foregoing so could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Loan Party shall have an obligation to use or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyright, and so long as such replacement trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyright.

Conduct of Business and Maintenance of Existence and Assets. Conduct continuously (a) Actively conduct and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business (including the Collateral) in good working order and condition in all material respects (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including, without limitation, including all material Intellectual Property and any licenses under third-party Intellectual Property, subject to the terms of any such licenses, and take all commercially reasonable actions necessary to enforce and protect the validity of any material Intellectual Property right or other right included in the Collateral except Collateral, except, in the case of any such Intellectual Property right, where the failure to do the foregoing could so would not reasonably be expected to have a Material Adverse Effect; (iib) keep preserve, renew and maintain in full force and effect (i) its legal existence under the laws of the jurisdiction of its organization and (ii) its good standing in the relevant jurisdictions of organization, and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could would reasonably be expected to have a Material Adverse Effect; and (iiic) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any 60358086_160358086_13 political subdivision thereof, except thereof where the failure to do the foregoing could not so would reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein ; (d) promptly inform the Agent in writing of the establishment of any ECF Account; (e) maintain each of the individual Fracking Fleets in good operating condition and repair (including, in the case of idle Fracking Fleets, maintenance in accordance with the Fracking Fleet Preservation Program) in a manner such that each deployed Fracking Fleet shall be, during the period of its deployment, usable in the ordinary course of business in accordance with Section 5.20 and this Section 6.2, and each idle Fracking Fleet shall be, once prepared for service in accordance with the Fracking Fleet Preservation Program, capable of deployment and usable in the ordinary course of business in accordance with Section 5.20 and this Section 6.2; and (f) make such Capital Expenditures in accordance with the Fracking Fleet Preservation Program as are necessary to (x) conduct and operate its business according to good business practices, (y) maintain the Required Aggregate Horsepower Amount with respect to the contrary, so long as no Event of Default has occurred and is continuing, no Loan Party shall have an obligation to use Fracking Fleets that are either ready for immediate deployment in accordance with the Fracking Fleet Preservation Program or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyrightcurrently deployed, and so long as such replacement trademark, service xxxx, patent or copyright is subject to (z) satisfy the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyrightMinimum Fracking Fleet Requirement.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties materially useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of, or abandoned, in the case of intellectual property, in each case in accordance with the terms of this Agreement), including, without limitation, all material Intellectual Property licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all commercially reasonable actions necessary to enforce and protect the validity of any material Intellectual Property intellectual property right or other right included in the Collateral except where the failure to do the foregoing could not so would reasonably be expected to have a Material Adverse Effect; (iib) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could would reasonably be expected to have a Material Adverse Effect; and (iiic) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof, except thereof where the failure to do the foregoing could not so would reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein Agent and Lenders agree that at any time after the Closing Date, on reasonable prior written notice to the contraryAgent (i) Kenexa Financial, so long Inc., a Delaware corporation, may take all commercially reasonable measures to wind down its business and dissolve its legal status as no a corporation, (ii) such events shall not be a violation of this Section 6.2 or an Event of Default has under Section 10.14, and (iii) Agent and Lenders hereby consent thereto, unless an Event of Default shall have occurred and is continuingcontinuing on the date Kenexa Financial, no Loan Party Inc. proposes to take such measures, in which case it shall be prohibited from so doing and such consent shall be deemed to have been withdrawn, unless and until such Event of Default shall have an obligation to use been cured or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is waived in writing by the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyright, and so long as such replacement trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyrightRequired Lenders.

Conduct of Business and Maintenance of Existence and Assets. (i) Conduct continuously and operate actively its business according to good business practices and maintain all of its properties useful or necessary in its business in good working order and condition (reasonable wear and tear excepted and except as may be disposed of in accordance with the terms of this Agreement), including, without limitation, all material Intellectual Property and take all commercially reasonable actions necessary to enforce and protect the validity of any material Intellectual Property right or other right included in the Collateral except where the failure to do the foregoing could not reasonably be expected to have a Material Adverse Effect; (ii) keep in full force and effect its existence and comply in all material respects with the laws and regulations governing the conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect; and (iii) make all such reports and pay all such franchise and other taxes and license fees and do all such other acts and things as may be lawfully required to maintain its rights, licenses, powers and franchises under the laws of the United States or any political subdivision thereof, except where the failure to do the foregoing could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Loan Party shall have an obligation to use or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyright, and so long as such replacement trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyright.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively its their business according to good business practices and maintain all of its their properties (including each Real Property) useful or necessary in its their business in good working order and condition in accordance with industry standards (reasonable wear and tear and casualty excepted and except as may be disposed of in accordance with the terms of this Agreement), including, without limitation, including all material Intellectual Property licenses, patents, copyrights, design rights, tradenames, domain names, trade secrets, trademarks, leases and occupancy agreements, and take all commercially reasonable actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right or other material right included in the Collateral except where the failure to do the foregoing could not reasonably be expected to have a Material Adverse EffectCollateral; (iib) keep in full force and effect its their existence and comply in all material respects with the laws and regulations Applicable Laws governing the conduct of its their business where the failure to do so could reasonably be expected to have a Material Adverse Effect, result in an Event of Default, result in material liability to such Note Party or Restricted Subsidiary or materially and adversely affect such Note Party’s or Restricted Subsidiary’s ability to conduct its business as currently conducted; and (iiic) make all such reports and timely pay all such franchise and franchise, other taxes Taxes, and license fees fees, and do all such other acts and things as may be lawfully required to maintain its their rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereofthereof where the failure to do so could reasonably be expected to have a Material Adverse Effect, result in an Event of Default or result in material liability to such Note Party or Restricted Subsidiary. Each Note Party will perform all of their obligations under any Real Property agreement, except where the failure to do the foregoing so could not reasonably be expected to have a Material Adverse Effect. Notwithstanding anything herein to the contrary, so long as no Event of Default has occurred and is continuing, no Loan Party shall have an obligation to use or to maintain any trademark, service xxxx, patent or copyright (A) that relates solely to any product, brand or work that has been, or is in the process of being, discontinued, abandoned or terminated, (B) that is being replaced with a trademark, service xxxx, patent or copyright substantially similar to the trademark, service xxxx, patent or copyright that may be abandoned or otherwise become invalid, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such replacement trademark, service xxxx, patent or copyright, and so long as such replacement trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement, (C) that is substantially the same as another trademark, service xxxx, patent or copyright that is in full force, so long as the failure to use or maintain such trademark, service xxxx, patent or copyright does not materially adversely affect the validity of such other trademark, service xxxx, patent or copyright, and so long as such other trademark, service xxxx, patent or copyright is subject to the Lien and security interest created by this Agreement or (D) that is or becomes the subject of any formal or informal dispute and/or any administrative or legal proceeding (whether ex parte or inter partes) or other circumstances such that the Loan Party, using good faith business judgment, reasonably determines it to be imprudent to maintain or continue use of such trademark, service xxxx, patent or copyright.