Common use of Existence; Business and Properties Clause in Contracts

Existence; Business and Properties. The Borrower will, and will cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, (i) except as otherwise permitted under Section 6.05, and (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired by the Borrower or a Restricted Subsidiary in such liquidation or dissolution. (b) Except as would not reasonably be expected to have a Material Adverse Effect or as otherwise permitted under Section 6.06, (i) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

Appears in 3 contracts

Samples: Credit Agreement (Ww International, Inc.), Credit Agreement (Ww International, Inc.), Credit Agreement (Weight Watchers International Inc)

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Existence; Business and Properties. The Borrower willshall, and will shall cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, existence except (i) except in the case of the Borrower, as otherwise permitted under Section 6.05by Article V, and (ii) in the case of any Restricted Subsidiary, except for the liquidation as otherwise permitted by Article V or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired by the Borrower or a Restricted Subsidiary in such liquidation or dissolutionArticle VI. (b) Except as would could not reasonably be expected to have a Material Adverse Effect or as otherwise permitted under Section 6.06Effect, (i) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

Appears in 2 contracts

Samples: Consent and Exchange Agreement (EP Energy LLC), Term Loan Agreement (MBOW Four Star, L.L.C.)

Existence; Business and Properties. The Borrower will, and will cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, (i) except as otherwise expressly permitted under Section 6.057.05 and except, and (ii) except for in the liquidation or dissolution case of Subsidiaries if the assets of such Subsidiariesan Immaterial Subsidiary, to the extent they exceed estimated liabilities, are acquired by the Borrower an Unrestricted Subsidiary or a Restricted Subsidiary in such liquidation or dissolution. (b) Except as would Foreign Subsidiary, where the failure to do so could not reasonably be expected to have a Material Adverse Effect or as otherwise permitted under Section 6.06, Effect; and (i) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business required by Governmental Authorities and necessary to the ownership, occupation or use of its properties or the conduct of its business, and (ii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful necessary and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

Appears in 1 contract

Samples: Credit Agreement (FDO Holdings, Inc.)

Existence; Business and Properties. The Borrower will, and will cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except, in the case of a Subsidiary (i) except as otherwise permitted under Section 6.05other than a Subsidiary Borrower), and (ii) except for where the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, failure to the extent they exceed estimated liabilities, are acquired by the Borrower or a Restricted Subsidiary in such liquidation or dissolution. (b) Except as do so would not reasonably be expected to have a Material Adverse Effect or Effect, and except as otherwise expressly permitted under Section 6.066.05. (b) Except where the failure to do so would not reasonably be expected to have a Material Adverse Effect, (i) do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Propertypatents, trademarks, service marks, trade names, copyrights, licenses and rights with respect thereto necessary to the normal conduct of its business business, and (ii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

Appears in 1 contract

Samples: Credit Agreement (Mariner, LLC)

Existence; Business and Properties. The Borrower will, and will cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, (i) except as otherwise permitted under Section 6.05, and (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired by the Borrower or a Restricted Subsidiary in such liquidation or dissolution. (b) Except as would not reasonably be expected to have a Material Adverse Effect or as otherwise permitted under Section 6.06Effect, (i) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

Appears in 1 contract

Samples: Credit Agreement (Blue Buffalo Pet Products, Inc.)

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Existence; Business and Properties. The Borrower will, and will cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, in each case (iother than in the case of the preservation of the existence of any Loan Party) except as otherwise permitted under Section 6.05, and (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, to the extent they exceed estimated liabilities, are acquired that the failure to do so would reasonably be expected to have a Material Adverse Effect; provided that the foregoing shall not prohibit any transaction permitted by the Borrower or a Restricted Subsidiary in such liquidation or dissolutionSection 6.04. (b) Except as would where the failure to do so could not reasonably be expected to have a Material Adverse Effect or as otherwise permitted under Section 6.06Effect, (i) do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses licenses, leases and rights with respect thereto necessary to the normal conduct of its business business, and (ii) at all times maintain maintain, protect and preserve all material property necessary to the normal conduct of its business and keep such property in good repair, working order and condition (ordinary wear and tear and casualty excepted), from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).

Appears in 1 contract

Samples: Credit Agreement (TravelCenters of America Inc. /MD/)

Existence; Business and Properties. The Borrower will, and will cause each Restricted Subsidiary to: (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, (i) except, in the case of a Subsidiary of the Borrower, where the failure to do so would not reasonably be expected to have a Material Adverse Effect, and except as otherwise permitted under Section 6.05, and (ii) except for the liquidation or dissolution of Subsidiaries if the assets of such Subsidiaries, Subsidiaries to the extent they exceed estimated liabilities, liabilities are acquired by the Borrower or a Restricted Wholly Owned Subsidiary of the Borrower in such liquidation or dissolution; provided, that Subsidiary Loan Parties may not be liquidated into Subsidiaries that are not Loan Parties and Domestic Subsidiaries may not be liquidated into Foreign Subsidiaries (except in each case as permitted under Section 6.05). (b) Except as where the failure to do so would not reasonably be expected to have a Material Adverse Effect or as otherwise permitted under Section 6.06Effect, (i) do or cause to be done all things necessary to (i) lawfully obtain, preserve, renew, extend and keep in full force and effect the permits, franchises, authorizations, Intellectual Property, licenses and rights with respect thereto necessary to the normal conduct of its business and (ii) at all times maintain and preserve all material property necessary to the normal conduct of its business and keep such property in good repairbusiness, working order and condition and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith, if any, may be properly conducted at all times (in each case except as expressly permitted by this Agreement).and

Appears in 1 contract

Samples: First Lien Credit Agreement (ADT, Inc.)

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