Maintain Rights Sample Clauses

Maintain Rights. Each Borrower or Portfolio shall: (i) keep in full force and effect its corporate existence; (ii) keep in full force and effect all material rights, registrations, licenses, leases and franchises reasonably necessary to the conduct of its business; provided that nothing in this Section 4.01(c)(ii) shall prevent the abandonment or termination of any right, registration, license, lease or franchise, if, in the reasonable opinion of the Board of Directors of the applicable Borrower or Portfolio, such abandonment or termination is in the best interest of such Borrower or Portfolio and not disadvantageous to the Bank; (iii) duly observe and conform to all applicable material laws, statutes, regulations, decrees, judgments, orders, writs and other requirements of all governmental authorities in any way relating to it or the conduct of its business (including without limitation the 1940 Act and the regulations, rules and orders issued or promulgated thereunder), except where the failure to so comply could not have a material adverse affect on the business, operations, properties or financial condition or prospects of such Borrower or Portfolio; and (iv) abide by the additional covenants set forth in Schedule A.
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Maintain Rights. Each Borrower shall: (i) keep in full force and effect its corporate existence and all material rights, licenses, leases and franchises reasonably necessary to the conduct of its business; (ii) duly observe and conform to all applicable material requirements of all governmental authorities in any way relating to it or the conduct of its business, all applicable material laws and regulations wherever its business is conducted, and all applicable decrees, orders and judgments; (iii) perform or comply with the terms and conditions of each material contract, agreement or obligation to which it is a party, and the provisions of its charter documents; (iv) keep true records and books of account; (v) not engage in any business other than the dental laboratory business in which it is now engaged and businesses reasonably related thereto; (vi) not establish any subsidiaries, other than pursuant to acquisitions that either (A) are funded by one or more advances under the Second Line of Credit pursuant to Section 8 hereof, or (B) are permitted under Section 6(k) hereunder. All subsidiaries established or acquired by such Borrower or any of its subsidiaries shall be wholly owned, either directly or indirectly through one or more other subsidiaries, by such Borrower. If such subsidiaries are not consolidated or merged with such Borrower within 45 days of their acquisition or establishment, then any such subsidiaries shall become a borrower or guarantor hereunder, at the Bank's sole discretion, provided, however, the foregoing requirement to make such subsidiaries a borrower or guarantor hereunder shall not apply to Impact Dental Laboratory Limited, a corporation organized under the laws of the Province of Ontario, Canada ("Impact"). Upon forming or acquiring any subsidiary, at the Bank's discretion such subsidiary and such Borrower shall execute and deliver to the Bank (a) a joinder agreement substantially in the form of Exhibit E attached hereto and the documents referred to therein and (b) such other documents reasonably requested by the Bank consistent with the terms of this Agreement which provide that such subsidiary shall become bound by all of the terms, covenants and agreements contained in the Loan Documents. Upon satisfaction of the conditions set forth in this Section 6(e), each newly-formed or acquired subsidiary shall become a Borrower or guarantor hereunder and under the other Loan Documents to the same extent as if such subsidiary had been a party hereto...
Sample 1
Maintain Rights. The Borrower shall: (i) keep in full force and effect its corporate existence and all material rights, licenses, leases and franchises reasonably necessary to the conduct of its business; (ii) duly observe and conform to all applicable material requirements of all governmental authorities in any way relating to it or the conduct of its business; (iii) perform or comply with the terms and conditions of each material contract, agreement or obligation to which it is a party; (iv) keep true records and books of account; (v) not engage in any business other than the dental laboratory business in which it is now engaged and businesses reasonably related thereto; and (vi) not establish any subsidiaries, other than pursuant to acquisitions that either (i) are funded by one or more advances under a Line of Credit pursuant to Section 8 hereof, or (ii) are permitted under Section 6(k) hereunder. All subsidiaries established or acquired by the Borrower or any of its subsidiaries shall be wholly-owned, either directly or indirectly through one or more other subsidiaries, by the Borrower.
Sample 1
Maintain Rights. Each Borrower (and X. Xxxxxx Coin-Op Laundry, --------------- Inc. the proposed successor-in-interest to Xxx-Xxxx Acquisition Corp.) will, except in contemplation of any Permitted Acquisition: (i) keep in full force and effect its corporate existence; (ii) keep in full force and effect all material rights, licenses, leases and franchises reasonably necessary to the conduct of its business except for such rights, licenses, leases and franchises the loss of which would not have a material adverse effect on such Borrower's business or financial condition; provided that nothing in this Section 4.01(d)(ii) shall prevent the abandonment or termination of any right, license, lease or franchise, if such Borrower shall have determined that such abandonment or termination is in the best interest of such Borrower and not disadvantageous to the Banks; and (iii) duly observe and conform to all applicable material laws, statutes, regulations, decrees, judgments, orders, writs and other requirements of all governmental authorities in any way relating to it or the conduct of its business, except where the failure to so comply would not have a material adverse affect on the business, operations, property or financial condition of such Borrower.
Sample 1
Maintain Rights. The Company will, at all times, maintain and preserve its corporate existence and all permits, rights and franchises material to the conduct of its business in full force and effect and adequate for its business as presently conducted. The Company will qualify, and will cause any subsidiary of the Company to qualify to do business as a foreign corporation in any jurisdiction where the failure to do so would have a material adverse effect on the business, condition (financial or otherwise), assets, properties or operations of the Company and its subsidiaries taken as a whole.
Sample 1
Maintain Rights. 19 (c) Books and Records; Inspection..................................... 19 (d)
Sample 1
Maintain Rights. Each Borrower (and each Subsidiary ) will, except --------------- in contemplation of any Permitted Acquisition: (i) keep in full force and effect its corporate existence; (ii) keep in full force and effect all material rights, licenses, leases and franchises reasonably necessary to the conduct of its business except for such rights, licenses, leases and franchises the loss of which would not have a Material Adverse Effect; provided that nothing in this Section 4.01(d)(ii) shall prevent the abandonment or termination of any right, license, lease or franchise, if such Borrower shall have determined that such abandonment or termination is in the best interest of such Borrower and not disadvantageous to the Banks; and (iii) duly observe and conform to all applicable material laws, statutes, regulations, decrees, judgments, orders, writs and other requirements of all governmental authorities in any way relating to it or the conduct of its business, except where the failure to so comply would not have a Material Adverse Effect.
Sample 1
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Related to Maintain Rights

  • Certain Rights With the approval of Beneficiary, Trustee shall have the right to take any and all of the following actions: (a) to select, employ and advise with counsel (who may be, but need not be, counsel for Beneficiary) upon any matters arising hereunder, including the preparation, execution and interpretation of the Security Documents, and shall be fully protected in relying as to legal matters on the advice of counsel; (b) to execute any of the trusts and powers hereof and to perform any duty hereunder either directly or through his agents or attorneys; (c) to select and employ, in and about the execution of his duties hereunder, suitable accountants, engineers and other experts, agents and attorneys-in-fact, either corporate or individual, not regularly in the employ of Trustee, and Trustee shall not be answerable for any act, default or misconduct of any such accountant, engineer or other expert, agent or attorney-in-fact, if selected with reasonable care, or for any error of judgment or act done by Trustee in good faith, or be otherwise responsible or accountable under any circumstances whatsoever, except for Trustee’s gross negligence or bad faith; and (d) to take any and all other lawful action as Beneficiary may instruct Trustee to take to protect or enforce Beneficiary’s rights hereunder. Trustee shall not be personally liable in case of entry by him, or anyone entering by virtue of the powers herein granted him, upon the Mortgaged Property for debts contracted or liability or damages incurred in the management or operation of the Mortgaged Property. Trustee shall have the right to rely on any instrument, document or signature authorizing or supporting any action taken or proposed to be taken by him hereunder, believed by him in good faith to be genuine. Trustee shall be entitled to reimbursement for expenses incurred by him in the performance of his duties hereunder and to reasonable compensation for such of his services hereunder as shall be rendered. Grantor will, from time to time, pay the compensation due to Trustee hereunder and reimburse Trustee for, and save him harmless against, any and all liability and expenses which may be incurred by him in the performance of his duties.

  • Certain Rights of the Agent The Agent shall have the right to take any action with respect to the Collateral, on behalf of all of the Secured Parties. To the extent practical, the Agent shall request instructions from the Secured Parties with respect to any material act or action (including failure to act) in connection with the Agreement or any other Transaction Document, and shall be entitled to act or refrain from acting in accordance with the instructions of a Majority in Interest; if such instructions are not provided despite the Agent’s request therefor, the Agent shall be entitled to refrain from such act or taking such action, and if such action is taken, shall be entitled to appropriate indemnification from the Secured Parties in respect of actions to be taken by the Agent; and the Agent shall not incur liability to any person or entity by reason of so refraining. Without limiting the foregoing, (a) no Secured Party shall have any right of action whatsoever against the Agent as a result of the Agent acting or refraining from acting hereunder in accordance with the terms of the Agreement or any other Transaction Document, and the Debtors shall have no right to question or challenge the authority of, or the instructions given to, the Agent pursuant to the foregoing and (b) the Agent shall not be required to take any action which the Agent believes (i) could reasonably be expected to expose it to personal liability or (ii) is contrary to this Agreement, the Transaction Documents or applicable law.

  • Certain Rights of the Agents If any of the Agents shall request instructions from the Required Lenders with respect to any act or action (including failure to act) in connection with this Agreement, any other Credit Document or the Hermes Cover, the Agents shall be entitled to refrain from such act or taking such action unless and until the Agents shall have received instructions from the Required Lenders; and the Agents shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, no Lender shall have any right of action whatsoever against the Agents as a result of any of the Agents acting or refraining from acting hereunder or under any other Credit Document in accordance with the instructions of the Required Lenders.

  • RESERVATION OF RIGHTS AND OWNERSHIP PFU or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is protected by copyright and other intellectual property laws and treaties. Except as expressly stated herein, this XXXX does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by PFU and its suppliers.

  • March-in Rights The Performer agrees that, with respect to any subject invention in which it has retained title, DARPA has the right to require the Performer, an assignee, or exclusive licensee of a subject invention to grant a non-exclusive license to a responsible applicant or applicants, upon terms that are reasonable under the circumstances, and if the Performer, assignee, or exclusive licensee refuses such a request, DARPA has the right to grant such a license itself if DARPA determines that: 1. Such action is necessary because the Performer or assignee has not taken effective steps, consistent with the intent of this Agreement, to achieve practical application of the subject invention; 2. Such action is necessary to alleviate health or safety needs which are not reasonably satisfied by the Performer, assignee, or their licensees; 3. Such action is necessary to meet requirements for public use and such requirements are not reasonably satisfied by the Performer, assignee, or licensees; or 4. Such action is necessary because the agreement required by paragraph (H) of this Article has not been obtained or waived or because a licensee of the exclusive right to use or sell any subject invention in the United States is in breach of such Agreement.

  • Certain Rights of the Depositary The Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. The Depositary may issue ADSs against evidence of rights to receive Shares from the Company, any agent of the Company or any custodian, registrar, transfer agent, clearing agency or other entity involved in ownership or transaction records in respect of the Shares.

  • Right to Insure The Company shall have the right to secure, in its own name or otherwise, and at its own expense, life, health, accident or other insurance covering Executive, and Executive shall have no right, title or interest in and to such insurance. Executive shall assist the Company in procuring such insurance by submitting to examinations and by signing such applications and other instruments as may be required by the insurance carriers to which application is made for any such insurance.

  • STATE HELD HARMLESS The Contractor agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and losses accruing or resulting to any and all contractors, subcontractors, material men, laborers and other persons, firm or corporation furnishing or supplying work, services, articles, or supplies in connection with the performance of this Agreement, and from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by the Contractor in the performance of this Agreement.

  • Action upon Instructions; Certain Rights and Limitations Subject to the terms of Sections 5.02(a), 5.06, 6.01 and 6.03 hereof, upon the written instructions at any time and from time to time of a Majority in Interest of Note Holders, the Mortgagee shall, subject to the terms of this Section 6.02, take such of the following actions as may be specified in such instructions: (i) give such notice or direction or exercise such right, remedy or power hereunder as shall be specified in such instructions and (ii) give such notice or direction or exercise such right, remedy or power hereunder with respect to any part of the Collateral as shall be specified in such instructions; it being understood that without the written instructions of a Majority in Interest of Note Holders, the Mortgagee shall not, except as provided in Section 6.01, approve any such matter as satisfactory to the Mortgagee. The Mortgagee will execute and the Owner will file such continuation statements with respect to financing statements relating to the security interest created hereunder in the Collateral as may be specified from time to time in written instructions of a Majority in Interest of Note Holders (which instructions shall be accompanied by the form of such continuation statement so to be filed). The Mortgagee will furnish to each Note Holder, promptly upon receipt thereof, duplicates or copies of all reports, notices, requests, demands, certificates and other instruments furnished to the Mortgagee hereunder.

  • Certain Rights of Agent If Agent shall request instructions from Lenders with respect to any act or action (including failure to act) in connection with this Agreement or any Other Document, Agent shall be entitled to refrain from such act or taking such action unless and until Agent shall have received instructions from the Required Lenders; and Agent shall not incur liability to any Person by reason of so refraining. Without limiting the foregoing, Lenders shall not have any right of action whatsoever against Agent as a result of its acting or refraining from acting hereunder in accordance with the instructions of the Required Lenders.

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