Common use of Existence; Compliance with Laws; Businesses and Properties Clause in Contracts

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and tradenames material to the conduct of its business; maintain and operate such business in substantially the manner in which it is conducted and operated as of the Closing Date; comply in all material respects with all applicable laws, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain and preserve all property material to the conduct of such 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 may be properly conducted at all times; provided that nothing in this Section 5.01 shall prevent the Borrower or any Material Subsidiary from discontinuing the operation and maintenance of any of its rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties not necessary for the conduct of the business of the Borrower and its Subsidiaries if (i) in the reasonable judgment of the Borrower or such Material Subsidiary, such discontinuance is desirable in the conduct of its business and not disadvantageous in any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuance.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenseslicenses (including FCC Licenses (except any auxiliary FCC Licenses no longer used in the operation of the full power broadcast television stations authorized by such FCC Licenses) or foreign equivalent, as applicable), permits, franchises, authorizations, patents, copyrights, trademarks and tradenames trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is conducted and operated as of the Closing Date; comply in all material respects with all material applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain and preserve all property material to the conduct of such 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 may be properly conducted at all times; provided that nothing . (c) Operate all of the Stations in this Section 5.01 shall prevent material compliance with the Borrower Communications Act and the FCC’s rules, regulations and published policies promulgated thereunder and with the terms of the FCC Licenses, (ii) timely file all required reports and notices with the FCC and pay all amounts due in timely fashion on account of fees and charges to the FCC and (iii) timely file and prosecute all applications for renewal with respect to all of the FCC Licenses, except in the case of each of the foregoing clauses, where a failure to do so could not reasonably be expected to have a Material Adverse Effect. (d) Maintain ownership of all FCC Licenses held by Holdings or any Material Subsidiary from discontinuing the operation and maintenance of any of its rightsSubsidiaries, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties not necessary for the conduct of and used in the business of the Borrower Holdings and its Restricted Subsidiaries if (i) in Borrowers or Subsidiary Guarantors the reasonable judgment equity interests of which have been pledged to the Collateral Agent for the benefit of the Borrower or such Material SubsidiarySecured Parties. (e) Holdings will maintain in effect and enforce policies and procedures designed to ensure compliance by the Holdings, such discontinuance is desirable in the conduct of its business Subsidiaries and not disadvantageous in any material respect to the Lender their respective directors, officers, employees and (ii) the Borrower gives prior written notice to the Lender of such discontinuanceagents with Anti-Corruption Laws and applicable Sanctions.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and tradenames trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated as of the Closing Dateoperated; comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) 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 may be properly conducted at all times; provided that nothing in this Section 5.01 shall prevent (i) sales of property, consolidations or mergers in accordance with Section 6.05; (ii) the withdrawal by Holdings, the Borrower or any of the Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Subsidiary from discontinuing Adverse Effect; or (iii) the operation and maintenance abandonment by Holdings, the Borrower or any of the Subsidiaries of any of its rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties trademarks and trade names that such person reasonably determines are not necessary for the conduct of the business of the Borrower and its Subsidiaries if (i) in the reasonable judgment of the Borrower or such Material Subsidiary, such discontinuance is desirable in the conduct of useful to its business and not disadvantageous in any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuanceor no longer commercially desirable.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and tradenames trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is conducted and operated as of the Closing Date; comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and except as provided in Section 6.05, at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition condition, ordinary wear and from time to time maketear excepted; file, or cause to be madeas and when due, all needful Medicaid, Medicare and proper repairsTRICARE cost reports required by law and all claims for reimbursement; and maintain all certificates of need, renewalsprovider numbers, additionsprovider agreements and licenses necessary to conduct the businesses reflected therein as currently conducted, improvements and replacements thereto necessary except where the failure to maintain the same could not reasonably be expected to have a Material Adverse Effect or where such business is disposed of in order that the business carried on in connection therewith may be properly conducted at all times; provided that nothing accordance with Section 6.05. As used in this Section 5.01 shall prevent clause (b), “comply in all material respects” means a level of compliance that would keep Sun and the Borrower or any Material Subsidiary from discontinuing Subsidiaries (and the operation and maintenance of each Facility in the ordinary course of business) free from any material proceedings or sanctions by any Governmental Authority having jurisdiction over the operation of any Facility that could reasonably be expected to result in a Material Adverse Effect. (c) For the avoidance of its rightsdoubt, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties not necessary for the conduct any and all of the business of the Borrower and its Subsidiaries if transactions (i) made pursuant to and in order to effectuate the reasonable judgment of Restructuring and the Borrower Restructuring Documents or such Material Subsidiary, such discontinuance is desirable in the conduct of its business and not disadvantageous in any material respect to the Lender and (ii) set forth on the Borrower gives prior written notice to the Lender of such discontinuanceRestructuring Schedule shall be permitted under this Section 5.01.

Existence; Compliance with Laws; Businesses and Properties. (a) Do Each Loan Party shall (i) do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence under the laws of the State of Delaware, any other state of the United States of America or the District of Columbia and (ii) cause each Subsidiary (other than each Immaterial Subsidiary) to, 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 except as otherwise expressly permitted under Section 6.05. (b) Do Except to the extent that the failure to do so could not reasonably be expected to result in a Material Adverse Effect (except in respect of compliance with Anti-Terrorism Laws and Anti-Corruption Laws, for which any non-compliance shall constitute an immediate breach of this covenant), each Loan Party shall, and shall cause each Subsidiary to, (i) do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patentsPatents, copyrightsCopyrights, trademarks Trademarks and tradenames trade names (and all other Intellectual Property) material or necessary to the conduct of its business; maintain and operate such business in substantially the manner in which it is conducted and operated as of the Closing Date; , (ii) comply in all material respects with all applicable lawsApplicable Laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, Authority whether now in effect or hereafter enacted; , including ERISA, Environmental Laws, FLSA, OSHA, Anti-Terrorism Laws, and laws regarding collection and payment of Taxes and conduct its business in compliance with applicable Anti-Corruption laws and maintain policies and procedures designed to promote and achieve compliance with such laws, (iii) maintain all governmental approvals necessary to the ownership 112 of its properties or conduct of its business and (iv) at all times maintain and preserve all property material necessary to the conduct of such its business and keep such property in good repair, working order and condition (ordinary wear and from time to time maketear and damage by casualty and condemnation excepted). Without limiting the generality of the foregoing, upon discovery of the occurrence of an Environmental Release at 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 may be properly conducted at all times; provided that nothing in this Section 5.01 shall prevent the any properties of any Borrower or any Subsidiary that could reasonably be expected to result in a Material Subsidiary from discontinuing Adverse Effect, the operation applicable Borrower shall act promptly and maintenance of any of its rightsdiligently to investigate and report to Agent and all appropriate Governmental Authorities the extent of, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties not necessary for the conduct of the business of the Borrower and its Subsidiaries if (i) in the reasonable judgment of the Borrower or such Material Subsidiaryto make appropriate remedial action to eliminate, such discontinuance is desirable in the conduct of its business and Environmental Release, whether or not disadvantageous in directed to do so by any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuanceGovernmental Authority.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do Except, in each case, to the extent failure to do so would not reasonably be expected to have a Material Adverse Effect, (i) do or cause to be done all things reasonably necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, material licenses, permitsPermits, franchises, authorizations, patentsPatents, copyrightsCopyrights, trademarks Trademarks and tradenames material trade names and Trade Secrets necessary to the conduct of its business; , (ii) maintain and operate such business in substantially the manner in which it is presently conducted and operated as and comply with the obligations, covenants and conditions contained in contractual obligations of the Closing Date; comply in all material respects with all applicable lawsBorrower and the Subsidiaries, rules, regulations, decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and (iii) at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition and from time to time makecondition, 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 may be properly conducted at all times; provided that nothing in this Section 5.01 shall prevent (v) sales of property, consolidations or mergers in accordance with Section 6.05, (w) the withdrawal by the Borrower or any of the Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Subsidiary from discontinuing Adverse Effect, (x) the operation and maintenance abandonment by the Borrower or any of the Subsidiaries of any of its rights, licenses, permitsPermits, franchises, authorizations, patentscommercial agreements, copyrightsPatents, trademarksCopyrights, tradenames Trademarks, Trade Secrets and trade names or properties other Company IP Rights that such person reasonably determines are not necessary for useful to its business or no longer commercially desirable, including the conduct termination of any licenses or commercial agreements due to breach by the other party thereto, (y) the disclosure of Trade Secrets or any confidential information to the Borrower or any of the business Subsidiaries, or to a third party having an obligation of confidentiality with respect to such Trade Secret or confidential information; provided, that each abandonment, disposition or disclosure set forth in clauses (x) and (y) is made in the ordinary course of business, or (z) leasing, subleasing or licensing of any real properties that are not Mortgaged Properties to the extent such properties are not useful to its business. (c) Each Loan Party shall, and shall cause each of its Subsidiaries to, comply with all Requirements of Law and Permits (including without limitation, all Registrations) of any Governmental Authority having jurisdiction over it or its business, except where failures to comply would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect. Without limiting the generality of the Borrower foregoing, each Loan Party and its Subsidiaries if (i) shall comply with all Healthcare Laws, Data Protection Laws and all lawful requests of any Governmental Authority applicable to it or its business except where failures to comply would not reasonably be expected to have, either individually or in the reasonable judgment of the Borrower or such aggregate, a Material Subsidiary, such discontinuance is desirable in the conduct of its business and not disadvantageous in any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuanceAdverse Effect.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and tradenames trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is presently conducted and operated as of the Closing Dateoperated; comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except where the failure to comply, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect; and at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition (other than wear and tear occurring in the ordinary course of business) 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 may be properly conducted at all times; provided that nothing in this Section 5.01 shall prevent (i) sales of property, consolidations or mergers in accordance with Section 6.05; (ii) the withdrawal by the Borrower or any of the Subsidiaries of its qualification as a foreign corporation in any jurisdiction where such withdrawal, individually or in the aggregate, could not reasonably be expected to result in a Material Subsidiary from discontinuing Adverse Effect; or (iii) the operation and maintenance abandonment by the Borrower or any of the Subsidiaries of any of its rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties trademarks and trade names that such person reasonably determines are not necessary for the conduct of the business of the Borrower and its Subsidiaries if (i) in the reasonable judgment of the Borrower or such Material Subsidiary, such discontinuance is desirable in the conduct of useful to its business and not disadvantageous in any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuanceor no longer commercially desirable.

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.056.04. (b) Do Except where any such failure would not reasonably be expected to have a Material Adverse Effect, do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises, authorizations, patents, copyrights, trademarks and tradenames trade names material to the conduct of its business; maintain and operate such the business in substantially the manner in which it is conducted and operated as of the Closing DateBorrower and the Restricted Subsidiaries, taken as a whole; comply in all material respects with all applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enactedenacted and all contractual obligations under any indenture, instrument or agreement pursuant to which any Material Indebtedness or Indebtedness under the ABL Facility of the Borrower or any of the Restricted Subsidiaries is outstanding; and except as permitted under Section 6.04, at all times maintain and preserve all property material to the conduct of such business and keep such property in good repair, working order and condition (ordinary wear and tear excepted) 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 may be properly conducted at all times; times (provided that nothing in this Section 5.01 shall prevent the Borrower or any Material Subsidiary from discontinuing the operation and maintenance of any of its rightsthat, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties not necessary for the conduct of the business of the Borrower and its Subsidiaries if (i) in the event of a Casualty Event relating to no more than two separate facilities at any one time, the Loan Parties shall have a reasonable judgment of the Borrower or time period to repair and/or replace such Material Subsidiary, such discontinuance is desirable in the conduct of its business and not disadvantageous in any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuancefacilities).

Existence; Compliance with Laws; Businesses and Properties. (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (b) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenseslicenses (including FCC Licenses (except any auxiliary FCC Licenses no longer used in the operation of the full power broadcast television stations authorized by such FCC Licenses) or foreign equivalent, as applicable), permits, franchises, authorizations, patents, copyrights, trademarks and tradenames trade names material to the conduct of its business; maintain and operate such business in substantially the manner in which it is conducted and operated as of the Closing Date; comply in all material respects with all material applicable laws, rules, regulations, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted; and at all times maintain and preserve all property material to the conduct of such 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 may be properly conducted at all times; provided that nothing . (c) Operate all of the Stations in this Section 5.01 shall prevent material compliance with the Borrower Communications Act and the FCC’s rules, regulations and published policies promulgated thereunder and with the terms of the FCC Licenses, (ii) timely file all required reports and notices with the FCC and pay all amounts due in timely fashion on account of fees and charges to the FCC and (iii) timely file and prosecute all applications for renewal with respect to all of the FCC Licenses, except in the case of each of the foregoing clauses, where a failure to do so could not reasonably be expected to have a Material Adverse Effect. (d) Maintain ownership of all FCC Licenses held by Holdings or any Material Subsidiary from discontinuing the operation and maintenance of any of its rightsSubsidiaries, licenses, permits, franchises, authorizations, patents, copyrights, trademarks, tradenames or properties not necessary for the conduct of and used in the business of the Borrower Holdings and its Restricted Subsidiaries if (i) in Borrowers or Subsidiary Guarantors the reasonable judgment equity interests of which have been pledged to the Collateral Agent for the benefit of the Borrower or such Material Subsidiary, such discontinuance is desirable in the conduct of its business and not disadvantageous in any material respect to the Lender and (ii) the Borrower gives prior written notice to the Lender of such discontinuanceSecured Parties.