Common use of Existence; Franchises Clause in Contracts

Existence; Franchises. The Borrower and each Parent Guarantor will, and will cause each of their Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses, permits, copyrights, trademarks and patents; provided, however, that nothing in this Section 5.04 shall prevent (i) sales of assets and other transactions by the Borrower, any Parent Guarantor or any of their Subsidiaries in accordance with Section 6.04, (ii) the withdrawal by the Borrower, any Parent Guarantor or any of their Subsidiaries of its qualification as a foreign Business in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) the change in form of organization of the Borrower, any Parent Guarantor or any of their Subsidiaries, if the Borrower or any Parent Guarantor in good faith determines that such change in organization is in the best interest of the Borrower, such Parent Guarantor or such Subsidiary, is not materially disadvantageous to the Lenders and, in the case of a change in the form of organization of any Loan Party, the Administrative Agent has consented thereto.

Appears in 5 contracts

Samples: Intabex Term Loan Credit Agreement (Pyxus International, Inc.), Pyxus Term Loan Credit Agreement (Pyxus International, Inc.), Amendment and Restatement Agreement (Pyxus International, Inc.)

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Existence; Franchises. The Parent Guarantors and the Borrower and each Parent Guarantor Agent will, and will cause each of their Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses, permits, copyrights, trademarks and patents; provided, however, that nothing in this Section 5.04 9.04 shall prevent (i) sales of assets assets, licenses and other transactions transaction by the Borrower, any Parent Guarantor Guarantor, the Borrower Agent or any of their Subsidiaries in accordance with Section 6.0410.02, (ii) the withdrawal by the BorrowerParent Guarantors, any Parent Guarantor the Borrower Agent or any of their Subsidiaries of its qualification as a foreign Business in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) dissolving, liquidating or otherwise terminating the existence of any Subsidiary of any Borrower (but not any Subsidiary that is a Borrower) or change in form of organization of the Borrower, any Parent Guarantor Guarantor, the Borrower Agent or any of their Subsidiaries, if the Borrower Agent or any Parent Guarantor in good faith determines that the preservation thereof or such change in organization is in the best interest of the Borrower, such Parent Guarantor Borrower Agent or such Subsidiary, is not materially disadvantageous to the Lenders andLenders, in the case of a change in the form of organization of any Loan Party, the Administrative Agent has consented thereto, and in the case of any dissolution or liquidation, the sale or transfer of assets of such Subsidiary would otherwise be permitted hereunder.

Appears in 3 contracts

Samples: Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.), Abl Credit Agreement (Pyxus International, Inc.)

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Existence; Franchises. The Parent Guarantors and the Borrower and each Parent Guarantor will, and will cause each of their Subsidiaries to, do or cause to be done, all things necessary to preserve and keep in full force and effect its existence and its material rights, franchises, licenses, permits, copyrights, trademarks and patents; provided, however, that nothing in this Section 5.04 9.04 shall prevent (i) sales of assets assets, licenses and other transactions transaction by the Borrower, any Parent Guarantor Guarantor, the Borrower or any of their Subsidiaries in accordance with Section 6.0410.02, (ii) the withdrawal by the BorrowerParent Guarantors, any Parent Guarantor the Borrower or any of their Subsidiaries of its qualification as a foreign Business in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or (iii) the change in form of organization of the Borrower, any Parent Guarantor Guarantor, the Borrower or any of their Subsidiaries, if the Borrower or any Parent Guarantor in good faith determines that such change in organization is in the best interest of the Borrower, such Parent Guarantor Borrower or such Subsidiary, is not materially disadvantageous to the Lenders and, in the case of a change in the form of organization of any Loan Party, the Administrative Agent has consented thereto.

Appears in 1 contract

Samples: Exit Abl Credit Agreement (Pyxus International, Inc.)

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