Common use of Legal Existence Clause in Contracts

Legal Existence. Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or that the loss thereof is not adverse in any material respect to the Holders.

Appears in 3 contracts

Samples: Supplemental Indenture (Brinks Co), Indenture (Brinks Co), Indenture (Brinks Co)

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Legal Existence. Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary Subsidiary, and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Issuer or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 3 contracts

Samples: Indenture (Wesco International Inc), Indenture (Wesco International Inc), Indenture (Wesco International Inc)

Legal Existence. Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Issuer or such Restricted Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or that whole. For the loss thereof is not adverse in any material respect avoidance of doubt, the Issuer and its Subsidiaries shall be permitted to the Holderschange their organizational form.

Appears in 2 contracts

Samples: Supplemental Indenture (Mueller Water Products, Inc.), Indenture (Mueller Water Products, Inc.)

Legal Existence. Except as permitted by Subject to Article Five5 of this Indenture, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership partnership, limited liability company or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) ), licenses and franchises of the Issuer and such the Restricted Subsidiaries; provided provided, however, that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership partnership, limited liability company or other existence of any of its the Restricted Subsidiaries if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its the Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 2 contracts

Samples: Canwest Media Inc, Canwest Media Inc

Legal Existence. Except as permitted by Section 4.09 or Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole whole, or that the loss thereof is not adverse in any material respect to the Holders.

Appears in 2 contracts

Samples: Supplemental Indenture (Ingevity Corp), Indenture (Ingevity Corp)

Legal Existence. Except as permitted by Subject to Article Five, the Parent and the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary (including the Issuer), in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) ), licenses and franchises of the Issuer Parent and such its Restricted SubsidiariesSubsidiaries (including the Issuer); provided that the Parent and the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (including the Issuer) if the Board of Directors of the Parent or the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer Parent and its Restricted SubsidiariesSubsidiaries (including the Issuer), taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 2 contracts

Samples: Gsi Group Inc, Gsi Group Inc

Legal Existence. Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or that the loss thereof is not adverse in any material respect to the Holders.

Appears in 2 contracts

Samples: Supplemental Indenture (Vail Resorts Inc), Indenture (Vail Resorts Inc)

Legal Existence. Except as permitted by Subject to Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted 73 -66- Subsidiary and (ii) the material rights (charter and statutory) ), licenses and franchises of the Issuer and such its Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 1 contract

Samples: Meritage Corp

Legal Existence. Except as permitted by Article Five, the Issuer Holdings shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted Subsidiaries, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer Holdings and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer Holdings and such Restricted Subsidiaries; provided that the Issuer Holdings shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Issuer Board of Directors of Holdings shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer Holdings and its Restricted Subsidiaries, taken as a whole or that the loss thereof is not adverse in any material respect to the Holders.

Appears in 1 contract

Samples: Indenture (James Hardie Industries PLC)

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Legal Existence. Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries (other than the Issuer) if the Board of Directors of the Issuer or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 1 contract

Samples: Supplemental Indenture (Keystone Automotive Operations Inc)

Legal Existence. Except as permitted by Subject to Article Five5 hereof, the Issuer Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its their legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) ), licenses and franchises of the Issuer Issuers and such their Restricted Subsidiaries; provided provided, however, that the Issuer -------- ------- Issuers shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its their Restricted Subsidiaries if the Issuer Board of Directors of the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer Issuers and its their Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 1 contract

Samples: Petersen Holdings LLC

Legal Existence. Except as permitted by Subject to Article Five5 hereof, the Issuer Issuers shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its their legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) ), licenses and franchises of the Issuer Issuers and such their Restricted Subsidiaries; provided provided, however, that the Issuer Issuers shall not be -------- ------- -58- required to preserve any such right, license or franchise, or the corporate, partnership partnership, limited liability company or other existence of any of its their Restricted Subsidiaries if the Issuer Board of Directors of the Issuers shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer Issuers and its their Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 1 contract

Samples: Coaxial LLC

Legal Existence. Except as permitted by Article Five, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesDomestic, Wholly-Owned Subsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each such Restricted Subsidiary and (ii) the material rights (charter and statutory) and franchises of the Issuer and such Restricted Subsidiaries; provided that the Issuer shall not be required to preserve any such right, franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Issuer or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or that whole. For the loss thereof is not adverse in any material respect avoidance of doubt, the Issuer and its Subsidiaries shall be permitted to the Holderschange their organizational form.

Appears in 1 contract

Samples: Supplemental Indenture (Cooper-Standard Holdings Inc.)

Legal Existence. Except as permitted by Subject to Article Five5 hereof, the Issuer shall do or cause to be done all things necessary to preserve and keep in full force and effect (i) its legal existence, and the corporate, partnership or other existence of each of its Restricted SubsidiariesSubsidiary, in accordance with the respective organizational documents (as the same may be amended from time to time) of the Issuer and each any such Restricted Subsidiary and (ii) the material rights (charter and statutory) ), licenses and franchises of the Issuer and such its Restricted Subsidiaries; provided provided, however, that the Issuer shall not be required to preserve any such right, license or franchise, or the corporate, partnership or other existence of any of its Restricted Subsidiaries if the Board of Directors of the Issuer shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Issuer and its Restricted Subsidiaries, taken as a whole or whole, and that the loss thereof is not adverse in any material respect to the Holders.

Appears in 1 contract

Samples: Indenture (United Industries Corp)

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