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 continuously and operate actively their business according to good business practices and maintain all of their properties useful or necessary in 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 all material licenses, patents, copyrights, design rights, tradenames, domain names, trade secrets and trademarks and take all actions reasonably necessary to enforce and protect the validity of any material intellectual property right or other material right included in the Collateral; (b) keep in full force and effect their existence and comply in all material respects with the Applicable Laws governing the conduct of 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 (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 their 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, result in an Event of Default or result in material liability to such Credit Party.

Conduct of Business and Maintenance of Existence and Assets. Each Credit Party shall (a) Conduct continuously and operate actively their its business according to good business practices and maintain all of their its properties useful or necessary in their its 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 including, without limitation, all material licenses, patents, copyrights, design rights, tradenames, domain names, trade secrets and trademarks that are material to the conduct of the Credit Parties' business and take all actions reasonably necessary to enforce and protect the validity of any material such intellectual property right or other material right included in the Collateral; (b) keep in full force and effect their its existence and comply in all material respects with the Applicable Laws laws and regulations governing the conduct of their its 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 (c) 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 their 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; (d) timely comply with each of its obligations under the Senior Second Secured Note Documentation and (e) timely comply, result in an Event of Default or result in all material liability respects, with its obligations under any other material agreements and instruments to such Credit Partywhich it is a party.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively their its business according to good business practices and maintain all of their its properties useful or necessary in their its 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 all Intellectual Property that is material licensesto the conduct of the business of Borrowers and Guarantors, patents, copyrights, design rights, tradenames, domain names, trade secrets and trademarks 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 CollateralCollateral that is material to the conduct of the business of Borrowers and Guarantors; provided, that, nothing in this subsection (a) shall prevent a Borrower or Guarantor from discontinuing the operation or maintenance of any of such property if such discontinuance is, in the judgment of such Borrower or Guarantor, desirable in the conduct of its business; (b) keep in full force and effect their its existence and comply in all material respects with the Applicable Laws governing the conduct of their its 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 (c) 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 their 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, result in an Event of Default or result in material liability to such Credit Party.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively their business according to good business practices and maintain all of their properties (including each Real Property) useful or necessary in 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 all material licenses, patents, copyrights, design rights, tradenames, domain names, trade secrets secrets, trademarks, leases and trademarks occupancy agreements, and take all actions reasonably necessary to enforce and protect the validity of any material intellectual property right Intellectual Property or other material right included in the Collateral; (b) keep in full force and effect their existence and comply in all material respects with the Applicable Laws governing the conduct of 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 (c) make all such reports and timely 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 their 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, result in an Event of Default or result in material liability to such Credit PartyParty or Restricted Subsidiary. Each Credit Party will perform all of their obligations under any Real Property agreement, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

Conduct of Business and Maintenance of Existence and Assets. (a) Conduct continuously and operate actively their business according to good business practices and maintain all of their properties (including each Real Property) useful or necessary in 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 all material licenses, patents, copyrights, design rights, tradenames, domain names, trade secrets secrets, trademarks, leases and trademarks occupancy agreements, and take all actions reasonably necessary to enforce and protect the validity of any material intellectual property right or other material right included in the Collateral; (b) keep in full force and effect their existence and comply in all material respects with the Applicable Laws governing the conduct of 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 (c) make all such reports and timely 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 their 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, result in an Event of Default or result in material liability to such Credit PartyParty or Restricted Subsidiary. Each Credit Party will perform all of their obligations under any Real Property agreement, except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.