Maintenance of Corporate Existences, etc Sample Clauses

Maintenance of Corporate Existences, etc. The Borrower will cause to be done at all times all things necessary to maintain and preserve the corporate existences, rights (charter and statutory, except for changes in statutory rights effected by legislation passed or court decisions rendered after the date hereof) and franchises of the Borrower and each of its Subsidiaries, and the Borrower will continue to own and hold, directly or indirectly, free and clear of all Security Interests (other than those created in favor of the Lender pursuant to the Security Agreement and the Pledge Agreement) all of the outstanding shares of capital stock (excluding directors' qualifying shares, if any) of each such Subsidiary.
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Maintenance of Corporate Existences, etc. Except as ---------------------------------------- permitted by Section 7.2.4, the Borrower will cause to be done at all times all ------------- things necessary to maintain and preserve the corporate existences of the Borrower, each Guarantor and each Significant Subsidiary, and to comply in all material respects with all applicable laws, rules, regulations and orders. Except as permitted by Section 7.2.4, the Borrower or the Guarantors will ------------- continue to own and hold directly or indirectly, free and clear of all Liens (except as permitted by Section 7.2.2), all of the outstanding shares of capital ------------- stock of each Subsidiary now owned or hereafter acquired.
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Maintenance of Corporate Existences, etc. Except as permitted by Section 7.2.6, the Borrower will cause to be done at all times all things necessary to maintain and preserve the corporate existences of the Borrower and each Subsidiary, and to comply in all material respects with all applicable laws, rules, regulations and orders. Except as permitted by Section 7.2.6, the Borrower will continue to own and hold directly, free and clear of all Liens (except as permitted by Section 7.2.2), all of the outstanding shares of capital stock of each Subsidiary now owned or hereafter acquired. The Borrower shall continue to be a "citizen of the United States" within the meaning of Section 2 of the Shipping Act, 1916, as amended.
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Maintenance of Corporate Existences, etc. Except as permitted by ----------------------------------------- subsection 7.6, the Company will cause to be done at all times all things necessary to maintain and preserve the corporate existences, rights (charter and statutory, except for changes in statutory rights effected by legislation passed or court decisions rendered after the date hereof, which rights the Company cannot reinstate without undue expense or effort) and franchises of the Company and each Subsidiary Guarantor, and, except (i) as permitted by subsection 8.6 and (ii) the sale of any Subsidiary Guarantor included in the Professional Audio Group or the Transportation Products Group as contemplated by subsection 2.8(b), the Company will continue to own and hold directly or indirectly all of the outstanding shares of capital stock of each of the Subsidiary Guarantors.
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Maintenance of Corporate Existences, etc. The Company will cause to be done at all times all things necessary to maintain and preserve the corporate existences of the Company and its Subsidiaries.
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Maintenance of Corporate Existences, etc. The Borrowers shall cause to be done at all times all things necessary to maintain and preserve the corporate existence of the Borrowers and of the Subsidiaries, and their respective qualification to transact business in each jurisdiction in which the character of the properties owned, leased or operated by it or the business conducted by them would be materially adversely affected by their failure to so qualify.
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Maintenance of Corporate Existences, etc. Except as permitted pursuant to Section 6.2.10 of the Credit Agreement, the Company will cause to be done at all times all things necessary to maintain and preserve the corporate existences of the Company and its Subsidiaries.
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Related to Maintenance of Corporate Existences, etc

  • Maintenance of Corporate Existence, etc The Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights in or to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of their business.

  • Maintenance of Corporate Existence The Company, at its own cost and expense, will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises, except as otherwise specifically permitted in Section 5.02; provided, however, that the Company shall not be required to preserve any right or franchise if the Company shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Company.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Preservation of Corporate Existence The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

  • Corporate Existence; Maintenance of Properties The Company will, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, nothing in this 9.7 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution or liquidation, consolidation or merger is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effect.

  • Corporate Existence, Etc Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

  • Maintenance of Separate Existence (i) Fail to do all things necessary to maintain its existence separate and apart from the Purchaser including, without limitation, maintaining appropriate books and records (including current minute books); (ii) except as required by applicable law, suffer any limitation on the authority of its own directors and officers or partners to conduct its business and affairs in accordance with their independent business judgment, or authorize or suffer any Person other than its own officers and directors or partners to act on its behalf with respect to matters (other than matters customarily delegated to others under powers of attorney) for which a limited liability company’s or limited partnership’s own officers and directors or partners would customarily be responsible; (iii) fail to (A) maintain or cause to be maintained by an agent of the Seller under the Seller’s control physical possession of all its books and records, (B) maintain capitalization adequate for the conduct of its business, (C) account for and manage all of its liabilities separately from those of any other Person, including, without limitation, payment by it of all payroll and other administrative expenses and taxes from its own assets, (D) segregate and identify separately all of its assets from those of any other Person, (E) maintain employees, or pay its employees, officers and agents for services performed for the Seller or (F) allocate shared overhead fairly and reasonably; or (iv) commingle its funds with those of the Purchaser or use the Purchaser’s funds for other than the uses permitted under the Transaction Documents.

  • Corporate Existence; Compliance with Law Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Properties and Corporate Existence The Company shall, and shall cause each Subsidiary to,

  • Corporate Existence and Standing Each of the Borrower and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

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