Existence; Franchises. Each Credit Agreement Party will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, in the case of each Borrower and its respective Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case to the extent material; provided, however, that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by either Borrower or any of its respective Restricted Subsidiaries in accordance with Section 10.02, (ii) the abandonment by either Borrower or any of its respective Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that such Borrower reasonably determines are no longer material to the operations of such Borrower and its respective Restricted Subsidiaries taken as a whole or (iii) the withdrawal by either Borrower or any of its respective Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Bway Parent Company, Inc.), Credit Agreement (Phoenix Container, Inc.), Credit Agreement (BWAY Holding CO)
Existence; Franchises. Each Credit Agreement Party The Lead Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, in the case of each the Lead Borrower and its respective Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case to the extent material; provided, however, that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by either the Lead Borrower or any of its respective Restricted Subsidiaries in accordance with Section 10.02, (ii) the abandonment by either the Lead Borrower or any of its respective Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that such the Lead Borrower reasonably determines are no longer material to the operations of such the Lead Borrower and its respective Restricted Subsidiaries taken as a whole or (iii) the withdrawal by either the Lead Borrower or any of its respective Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Bway Intermediate Company, Inc.), Credit Agreement (Bway Intermediate Company, Inc.)
Existence; Franchises. Each Credit Agreement Party The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence existence, and, in the case of each the Borrower and its respective Restricted Subsidiaries, its and their rights, franchises, licenses, permits, leases, easements and Intellectual Property, in each case to the extent material; provided, however, that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by either the Borrower or any of its respective Restricted Subsidiaries in accordance with Section 10.02Sections 10.02 and 10.10, (ii) the abandonment by either the Borrower or any of its respective Restricted Subsidiaries of any rights, franchises, licenses, permits, leases, easements or Intellectual Property that such the Borrower reasonably determines are no longer material to the operations of such the Borrower and its respective Restricted Subsidiaries taken as a whole or whole, (iii) the withdrawal by either the Borrower or any of its respective Restricted Subsidiaries of its qualification as a foreign corporation, partnership, partnership or limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or (iv) the Transactions.
Appears in 2 contracts
Samples: Patent Security Agreement, Security Agreement (OCI Partners LP)
Existence; Franchises. Each Credit Agreement Party The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence existence, and, in the case of each the Borrower and its respective Restricted Subsidiaries, its and their rights, franchises, licenses, permits, leases, easements and Intellectual Property, in each case to the extent material; provided, however, that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by either the Borrower or any of its respective Restricted Subsidiaries in accordance with Section 10.02Sections 10.02 and 10.10, (ii) the abandonment by either the Borrower or any of its respective Restricted Subsidiaries of any rights, franchises, licenses, permits, leases, easements or Intellectual Property that such the Borrower reasonably determines are no longer material to the operations of such the Borrower and its respective Restricted Subsidiaries taken as a whole whole, or (iii) the withdrawal by either the Borrower or any of its respective Restricted Subsidiaries of its qualification as a foreign corporation, partnership, partnership or limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement, Credit Agreement (OCI Partners LP)
Existence; Franchises. Each Credit Agreement Party The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, in the case of each the Borrower and its respective Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case to the extent material; provided, however, that nothing in this Section 9.04 8.04 shall prevent (ig) sales of assets and other transactions by either the Borrower or any of its respective Restricted Subsidiaries in accordance with Section 10.029.02, (iih) the abandonment by either the Borrower or any of its respective Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that such the Borrower reasonably determines are no longer material to the operations of such the Borrower and its respective Restricted Subsidiaries taken as a whole or (iiii) the withdrawal by either the Borrower or any of its respective Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Existence; Franchises. Each Credit Agreement Party will, and any Restricted Subsidiary will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, in the case of each Borrower Credit Party and its respective such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case to the extent material; provided, however, that nothing in this Section 9.04 shall prevent (i) sales of assets and other transactions by either Borrower such Credit Parties or any of its respective such Restricted Subsidiaries in accordance with Section 10.02, (ii) the abandonment by either Borrower the Credit Parties or any of its respective such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that such the Borrower reasonably determines are no longer material to or used in the operations of such the Borrower and its respective such Restricted Subsidiaries taken as a whole or, with respect to Intellectual Property, no longer commercially practicable to maintain or (iii) the withdrawal by either the Borrower or any of its respective such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Existence; Franchises. Each Credit Agreement Party will, and will cause each of its Restricted Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and, in the case of each Borrower and its respective Restricted Subsidiaries, its and their material rights, franchises, licenses, permits, copyrights, trademarks and patents (and other Intellectual Property, in each case to the extent material); provided, however, that nothing in this Section 9.04 8.04 shall prevent (i) sales of assets and other transactions by either Borrower or any of its respective Restricted Subsidiaries in accordance with Section 10.029.02, (ii) the abandonment by either Borrower or any of its respective Restricted Subsidiaries of any rights, franchises, licenses, permits, copyrights, trademarks or patents (or other Intellectual Property that Property) which such Borrower reasonably determines are no longer material to the operations of such Borrower and its respective Restricted Subsidiaries taken as a whole or (iii) the withdrawal by either Borrower or any of its respective Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal would not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Bway Corp)