Corporate or Partnership Existence. Subject to Article V, the Issuers shall do or cause to be done, at their own cost and expense, all things necessary to, and will cause each Restricted Subsidiary to, preserve and keep in full force and effect the corporate or partnership existence and rights (charter and statutory), licenses and/or franchises of each of the Issuers and each Restricted Subsidiary; provided that none of the Issuers or any Restricted Subsidiaries shall be required to preserve any such rights, licenses or franchises if such rights, licenses or franchises will be replaced or if the Board of the Company shall reasonably determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuers or such Restricted Subsidiary, as the case may be, and the loss thereof is not adverse in any material respect to the Holders; provided, further, that any Restricted Subsidiary may be wound up and liquidated into an Issuer or any other Restricted Subsidiary.
Corporate or Partnership Existence. The Agent shall have received from the Borrower and each of its Majority-owned Subsidiaries that has executed a Subsidiary Guaranty or owns Borrowing Base Properties, a copy of its certificate or articles of incorporation, including all amendments thereto, certified (if a U.S. Subsidiary) as of a recent date by the Secretary of State of the state of its organization, and a certificate as to the good standing of the Borrower or such Majority-owned Subsidiary as of a recent date, from such Secretary of State. The Agent shall have received from each of the Borrower's Subsidiaries which is organized as a limited partnership, a copy of the certificate of limited partnership, certified as of a recent date by the Secretary of State of the state of its organization. The Agent shall also receive from any Subsidiary organized as a partnership, its partnership agreement, including all amendments thereto, and a certificate of the Corporate Secretary of the Borrower dated the date of the Initial Borrowing stating that the partnership agreement has not been amended since the date of the last amendment thereto shown. The Agent shall also receive from the Secretary of the Borrower and each Majority-owned Subsidiary that has executed a Subsidiary Guaranty or owns Borrowing Base Properties, a certificate dated as of the date hereof, stating that the certificate or articles of incorporation of Borrower or such Majority-owned Subsidiary have not been amended since the date of the last amendment thereto shown.
Corporate or Partnership Existence. Each of the Borrower, each Guarantor, and each Subsidiary: (i) is a corporation, limited liability company, or a partnership duly organized, legally existing and in good standing under the laws of the jurisdiction of its organization; (ii) has all requisite corporate, limited liability company, or partnership power, and has all material governmental licenses, authorizations, consents and approvals necessary in all material respects to own its assets and carry on its business as now being or as proposed to be conducted; and (iii) is qualified to do business in all jurisdictions in which the nature of the business conducted by it makes such qualification necessary and where failure so to qualify would have a Material Adverse Effect.
