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

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct and operate its business according to good business practices and maintain all of its material properties in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan Party), and take all actions reasonably necessary to protect the validity of any material Intellectual Property right owned by such Loan Party and included in the Collateral (except as may be abandoned or disposed of in accordance with the terms of this Agreement); (b) 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 (c) 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 where the failure to do so could reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (ai) Conduct continuously and operate actively its business according to good business practices consistent with past practices and maintain all of its material properties useful or necessary in its business in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including, without limitation, all material licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and or other right included in the Collateral (except as may be abandoned or disposed of in accordance with the terms of this Agreement)Collateral; (bii) keep in full force and effect its existence (except to the extent not otherwise prohibited by this Agreement) and comply in all material respects with the laws and regulations governing the conduct of its business business, in each case, where the failure to do so could would reasonably be expected to have a Material Adverse Effect; and (ciii) make all such reports and 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 rights, licenses, leases, powers and franchises under the laws of the United States or any political subdivision thereof where the failure to do so could would reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (ai) Conduct continuously and operate actively its business according to good prudent business practices and maintain all of its material properties useful or necessary in its business in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including, without limitation, all licenses, patents, copyrights, design rights, domain names and addresses, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and or other right included in the Collateral (except as may where the failure to do so could reasonably be abandoned or disposed of in accordance with the terms of this Agreement)likely to have a Material Adverse Effect; (bii) 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 (ciii) 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 where the failure to do so could reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct Consistent with past practices, conduct continuously and operate actively its business according to good business practices and maintain all of its material properties useful or necessary in its business in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including, without limitation, all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and or other right included in the Collateral (except as may where the failure to do so could reasonably be abandoned or disposed of in accordance with the terms of this Agreement)expected to have a Material Adverse Effect; (b) 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 (c) 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 where the failure to do so could reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct Except (i) for the orderly wind down (and any dissolution or liquidation conducted in connection therewith) of GFI, GFL and Southern Counties LLC, and (ii) as permitted under Section 7.1(a), conduct continuously and operate actively its business according to good business practices and maintain all of its material properties useful or necessary in its business in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including all Intellectual Property and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and or other right included in the Collateral (except as may be abandoned or disposed of in accordance with the terms of this Agreement)Collateral; (b) keep in full force and effect its existence and comply in all material respects with the laws 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 (c) 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 Laws of the United States or any political subdivision thereof where the failure to do so could reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct and operate its business according to good business practices and maintain all of its material properties which are necessary in its business in good working order and condition (reasonable wear and tear excepted and casualty damage from a casualty event excepted to the extent covered by insurance and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including, without limitation, all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by necessary in the conduct or operation of the Borrower's or such Loan Party and Guarantor's business or other right included in the Collateral (except as may be abandoned or disposed of in accordance with the terms of this Agreement)Collateral; (b) 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 (c) 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 where the failure to do so could reasonably be expected to have a Material Adverse Effect.

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 material properties useful or necessary in its business in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and or other right included in the Collateral (that is useful for the ongoing operation of its business except as may where the failure to do so could not reasonably be abandoned or disposed of in accordance with the terms of this Agreement)expected to have a Material Adverse Effect; (b) 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 (c) 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 where the failure to do so could reasonably be expected to have a Material Adverse Effect.

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 material properties useful or necessary in its business in good working order and condition (reasonable wear and tear and damage from a casualty event excepted and except as may be disposed of in accordance with the terms of this Agreement and, or as may be consistent with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan Partyindustry practices), including, without limitation, all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and or other right included in the Collateral (except as may be abandoned or disposed of in accordance with the terms of this Agreement)Collateral; (b) keep in full force and effect its existence (except in connection with the transactions permitted by Section 7.1(a)) 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 (c) 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 where the failure to do so could would reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct and operate its business according to good business practices and maintain all of its material properties which are necessary in its business in good working order and condition (reasonable wear and tear excepted and casualty damage from a casualty event excepted to the extent covered by insurance and except as may be disposed of in accordance with the terms of this Agreement and, with respect to leased Real Property, except with respect to maintenance obligations which are the responsibility of the landlord and not such Loan PartyAgreement), including, without limitation, all licenses, patents, copyrights, design rights, tradenames, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material Intellectual Property intellectual property right owned by such Loan Party and necessary in the conduct or operation of Borrower's business or other right included in the Collateral (except as may be abandoned or disposed of in accordance with the terms of this Agreement)Collateral; (b) 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 EffectEffect on Borrower; and (c) 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 where the failure to do so could reasonably be expected to have a Material Adverse EffectEffect on Borrower.