Conduct of Business, Maintenance of Existence, Etc. EPC shall at all times (i) preserve and maintain in full force and effect its existence as a corporation under the laws of the State of Delaware, its qualification to do business in each other jurisdiction in which the conduct of its business requires such qualification (except to the extent that the failure to be qualified (x) would not, in the aggregate, have a material adverse effect on the properties, business, operations or financial condition of EPC and (y) would not materially adversely affect (A) the ability of EPC to perform its obligations under this Agreement or (B) the validity and enforceability of this Agreement, and all of its rights, privileges and franchises necessary for the ownership of the Pledged Interest and (ii) obtain, comply with and maintain in full force and effect all governmental approvals and other consents and approvals required at any time in connection with the ownership of its Pledged Interests (except any thereof the non-compliance with which would not have a material adverse effect on (i) EPC, (ii) the rights or interests of Lender, (iii) the ability of EPC to perform its obligations under this Agreement or (iv) the validity and enforceability of this Agreement).
Conduct of Business, Maintenance of Existence, Etc. The Borrower shall at all times (i) engage solely in the business of owning and operating the Project, (ii) preserve and maintain in full force and effect its existence as a corporation under the laws of the State of North Carolina, its qualification to do business in the Commonwealth of Virginia and in each other jurisdiction in which the conduct of its business requires such qualification, and all of its rights, privileges and franchises necessary for the ownership and operation of the Project, (iii) obtain and maintain in full force and effect all Governmental Approvals and other consents and approvals required at any time in connection with the ownership or operation of the Project, (iv) maintain the Facility as a Qualifying Facility, and (v) remain an indirect wholly-owned Subsidiary of Cogentrix Energy.
Conduct of Business, Maintenance of Existence, Etc. At all times (a) engage solely in the purchase, mining, brokerage, bagging, and sale of salt and related and ancillary business activities, (b) preserve and maintain in full force and effect its existence as a limited liability company in the case of the Borrower and as the form of entity that it was formed for each Subsidiary, in each case under the laws of the jurisdiction of its organization, its qualification to do business in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and all of its rights, privileges and franchises necessary for the ownership and operation of the Project, (c) obtain and maintain in full force and effect all Governmental Approvals and other consents and approvals required at any time in connection with the construction, ownership, operation or maintenance of the Project.
Conduct of Business, Maintenance of Existence, Etc. It will and will cause each Affiliate within its control and each Subsidiary to continue to engage in business of the same general type as conducted by each of them as of the Closing Date and activities necessarily related thereto, all in a sound and prudent manner and preserve and maintain in full force and effect (A) its existence as a corporation under the laws of the jurisdiction of its incorporation (including without limitation by maintaining adequate corporate records and otherwise observing corporate formalities) and its qualification to do business in each jurisdiction in which the failure to so qualify would reasonably be expected to have a Material Adverse Effect, (B) (except when the failure to do so would not reasonably be expected to have a Material Adverse Effect) all of its rights, privileges and franchises necessary or desirable for the normal conduct of its business.
Conduct of Business, Maintenance of Existence, Etc. The Pledgor shall at all times (i) preserve and maintain in full force and effect its existence as a limited partnership under the laws of the State of Delaware and its qualification to do business in each other jurisdiction where the ownership or leasing of property or the nature of business transacted makes such qualifications necessary, and (ii) obtain, maintain in full force and effect and comply in all material respects with all legal requirements and other consents and approvals required at any time in connection with its general partnership interests in the Partnership.
Conduct of Business, Maintenance of Existence, Etc. Each of the Borrower, Capital and the Parent Guarantor shall:
(i) preserve, renew and keep in full force and effect its corporate or limited liability company existence, as the case may be, and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 4.3 and except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Conduct of Business, Maintenance of Existence, Etc. (a) In the case of the Partnership, at all times (i) engage solely in the business of developing, constructing, owning and operating the Project, (ii) preserve and maintain in full force and effect its existence under the laws of the jurisdiction of its organization, its qualification to do business in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and all of its rights, privileges and franchises necessary for the construction, ownership and operation of the Project, and (iii) obtain and maintain in full force and effect all Governmental Approvals and other consents and approvals required at any time in connection with the construction, ownership, operation or maintenance of the Project.
(b) In the case of SECI, engage solely in (i) the business of being the sole general partner and a limited partner of the Partnership, (ii) activities permitted pursuant to the SECI Term Loan Agreement and (iii) the performance of the Partnership's obligations pursuant to the Basic Documents; and preserve and maintain its existence as a corporation under the laws of the State of Delaware and its qualification to do business in the State of New York and in each other jurisdiction in which the conduct of its business requires such qualification.
(c) In the case of North Country, at all times (i) engage solely in the business of developing, constructing, owning and operating the North Country Project, (ii) preserve and maintain in full force and effect its existence under the laws of the jurisdiction of its organization, its qualification to do business in each jurisdiction in which the conduct of its business requires such qualification except where the failure to so qualify could not reasonably be expected to have a Material Adverse Effect, and all of its rights, privileges and franchises necessary for the construction, ownership and operation of the North Country Project, and (iii) obtain and maintain in full force and effect all Governmental Approvals and other consents and approvals required at any time in connection with the construction, ownership, operation or maintenance of the North Country Project.
Conduct of Business, Maintenance of Existence, Etc. The Borrower shall at all time (i) engage solely in the business of being the sole general partner of the Limited Partnership, making loans to Affiliates and any other transactions contemplated by subsections 7.3 and 7.7, the performance of the Limited Partnership's obligations pursuant to the Basic Documents and to the extent permitted by the Construction Loan Agreement and the Amended and Restated Partnership Agreement and (ii) preserve and maintain in full force and effect its existence as a limited partnership under the laws of the State of Delaware and its qualification to do business in the States of New Jersey and Texas and in each other jurisdiction in which the conduct of its business requires such qualification. The General Partner will (i) engage solely in the business of being the sole general partner of the Borrower and the performance of the Borrower's obligations pursuant to the Transaction Documents and (ii) will preserve and maintain in full force and effect its existence as a corporation under the laws of the State of Texas and its qualification to do business in the States of New Jersey and Texas and in each other jurisdiction in which the conduct of its business requires such qualification.
Conduct of Business, Maintenance of Existence, Etc. The Borrower shall at all times (i) engage solely in the business of developing, constructing, owning and operating or owning and leasing the Project, the performance of its obligations pursuant to the Non-Competition Agreement and the Project Contracts, (ii) preserve and maintain in full force and effect its existence as a limited partnership under the laws of the State of Delaware, its qualification to do business in the States of New Jersey and Texas and in each other jurisdiction in which the conduct of its business requires such qualification and all of its rights, privileges and franchises necessary for the construction, ownership and operation of the Project and (iii) obtain and maintain in full force and effect all Governmental Approvals and other consents and approvals required at any time in connection with the construction, ownership or operation of the Project, except to the extent that the failure to obtain and maintain such Governmental Approval or other consent or approval could not reasonably be expected to (i) have a material adverse effect on the business, operations, property, condition (financial or otherwise) or prospects of the Borrower or (ii) materially adversely affect the Borrower's ability to perform its obligations under the Basic Documents to which it is a party. The General Partner will engage solely in (i) the business of being the sole general partner of the Borrower, (ii) activities permitted pursuant to the General Partner Term Loan Agreement and the Non-Competition Agreement and (iii) the performance of the Borrower's obligations pursuant to the Basic Documents. In addition, the General Partner shall preserve and maintain its existence as a limited partnership under the laws of the State of Delaware and its qualification to do business in the States of Texas and New Jersey and in each other jurisdiction in which the conduct of its business requires such qualification.
Conduct of Business, Maintenance of Existence, Etc. The Borrower -------------------------------------------------- shall at all times (i) engage solely in the business of being the sole general partner of the Limited Partnership, making loans to Affiliates and any other transactions contemplated by subsections 7.3 and 7.7, the performance of the Limited Partnership's obligations pursuant to the Basic Documents and the Operative Documents and to the extent permitted by the Amended and Restated Partnership Agreement, the performance of the Limited Partnership's obligations pursuant to any agreements relating to the Exxon System and (ii) preserve and maintain in full force and effect its existence as a limited partnership under the laws of the State of Texas and its qualification to do business in the States of New Jersey, New York and Texas and in each other jurisdiction in which the conduct of its business requires such qualification. The General Partner will (i) engage solely in the business of being the sole general partner of the Borrower and the performance of the Borrower's obligations pursuant to the Transaction Documents and (ii) will preserve and maintain in full force and effect its existence as a corporation under the laws of the State of Texas and its qualification to do business in the States of New Jersey and New York and in each other jurisdiction in which the conduct of its business requires such qualification.
