Common use of Corporate Existence; Maintenance of Properties Clause in Contracts

Corporate Existence; Maintenance of Properties. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheld. Each (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, by them and in related businesses; provided that nothing in this §9.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Each of the Guarantor and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries Subsidiaries, except as otherwise permitted by 9.5.1 hereof, and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldcompany. Each (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Guarantor or the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related retail businesses; provided that nothing in this §9.6 8.6 shall prevent the Guarantor or the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries (other than discontinuing the operations of the Borrower) if such discontinuance is, in the judgment of the Guarantor or the Borrower, as the case may be, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Guarantor, the Borrower and its their Subsidiaries on a consolidated basis. 8.7.

Corporate Existence; Maintenance of Properties. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights material rights, franchises and franchises Proprietary Rights and those of its Subsidiaries and will not, and except to the extent that the Borrower's failure to do so will not cause have a materially adverse effect on the assets, financial condition or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent business of the AgentBorrower and its Material Subsidiaries, which consent shall not be unreasonably withheldtaken as a whole. Each It (a) will cause all of its material properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all reasonably necessary equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Material Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided PROVIDED that nothing in this §9.6 Section 5.5 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Material Subsidiaries if such discontinuance is, in the sole judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Material Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower ---------------------------------------------- will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldSubsidiaries. Each It (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided that nothing in this §9.6 (S)6.6 shall prevent the Borrower from -------- discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldcompany. Each The Borrower (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (except for ordinary wear and tear exceptedtear) and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided that nothing in this §9.6 Section 12.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries or from dissolving any Subsidiary of the Borrower if such discontinuance or dissolution is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do does not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower CML and the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its their corporate existence, rights and franchises and those of its their Subsidiaries and will not, and will not cause or permit any of its their Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldor a limited liability partnership. Each They (ai) will cause all of its their properties and those of its their Subsidiaries used or useful in the conduct of its their business or the business of its their Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of CML or the Borrower Borrowers, may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its their Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided PROVIDED that nothing in this §9.6 ss.9.6 shall prevent prevenT CML or the Borrower Borrowers from discontinuing the operation and maintenance of any of its their properties or any of those of its their Subsidiaries if such discontinuance is, in the judgment of CML or the BorrowerBorrowers as the case may be, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of CML, the Borrower Borrowers and its their Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower Each of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent Subsidiaries. Each of the Agent, which consent shall not be unreasonably withheld. Each Borrowers (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the such Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided PROVIDED that nothing in this §Section 9.6 shall prevent the any Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the such Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of any of the Borrower Borrowers and its their Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Subject to the actions permitted by Section 9.6, the Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will notfranchises. Subject to the actions permitted by Section 9.6, the Borrower will, and will not cause or permit any each of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheld. Each (ai) will cause all of its material properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries such Subsidiary to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided PROVIDED that nothing in this §9.6 Section 8.6 shall prevent the Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties businesses or any of those of its Subsidiaries properties, or the Borrower from dissolving a Subsidiary, if such discontinuance or dissolution is, in the judgment of the BorrowerBorrower and its Subsidiaries, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on taken as a consolidated basiswhole.

Corporate Existence; Maintenance of Properties. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises its corporate and public utility franchises, rights, licenses and permits necessary for the conduct of its business and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldor a limited liability partnership. Each It (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment, and (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, by them and in related businesses; provided that nothing in this §Section 9.6 shall prevent (i) the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis, or (ii) the Generating Asset Transaction(s), provided that non-cash sales shall be on terms reasonably acceptable to the Agents, or, if such terms are not reasonably acceptable to the Agents, the Borrower shall make a principal payment in respect of the Term Loan in the amount of the fair market value of such non-cash consideration.

Corporate Existence; Maintenance of Properties. The Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldSubsidiaries. Each It (ai) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary order, reasonable wear and tear excepted) , and supplied with all necessary equipment, (bii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (ciii) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided PROVIDED that nothing in this §9.6 ss.9.6 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Except as otherwise permitted under this Agreement, the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existenceexistence or limited liability company agreement, rights as applicable, material rights, franchises and franchises Proprietary Rights and those of its Subsidiaries and will not, and except to the extent that the Borrower's failure to do so will not cause have a materially adverse effect on the assets, financial condition or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent business of the AgentBorrower and its Subsidiaries, which consent shall not be unreasonably withheldtaken as a whole. Each It (a) will cause all of its material properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all reasonably necessary equipment, (b) will cause to be made all reasonably necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided that nothing in this §9.6 Section 6.5 shall prevent the Borrower from discontinuing the operation and maintenance of any of its properties or any of those of its Subsidiaries if such discontinuance is, in the sole judgment of the Borrower, desirable in the conduct of its or their business and that do not in the aggregate materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis.

Corporate Existence; Maintenance of Properties. The Borrower and each of the Guarantors will do or cause to be done all things necessary to preserve and keep in full force and effect its their respective corporate existence, rights and franchises and those of its Subsidiaries and will not, and will not cause or permit any of its Subsidiaries to, convert to a limited liability company without the prior written consent of the Agent, which consent shall not be unreasonably withheldfranchises. Each (a) will cause all of its properties and those of its Subsidiaries used or useful in the conduct of its business or the business of its Subsidiaries to be maintained and kept in good condition, repair and working order (ordinary order, subject to normal wear and tear excepted) tear, and supplied with all necessary equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Borrower or the Guarantors, as the case may be, may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted, or proposed on the Closing Date to be conducted, conducted by them and in related businesses; provided PROVIDED that nothing in this §9.6 Section 6.6 shall prevent the Borrower or the Guarantors from discontinuing the operation and maintenance of any of its their respective properties or any of those of its Subsidiaries if such discontinuance is, in the judgment of the BorrowerBorrower or the Guarantors, as the case may be, desirable in the conduct of its or their business and that do does not in the aggregate materially adversely affect the business of Xxxxx and its Restricted Subsidiaries or the ability of the Borrower or of the Guarantors to perform their obligations hereunder and its Subsidiaries on a consolidated basisunder the other Loan Documents.