Common use of Maintenance of Existence; Compliance with Laws, etc Clause in Contracts

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party will, and will cause its Subsidiaries to, (a) preserve and maintain in full force and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Laws, rules, regulations and orders except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles have been established on the books of such Person or where the failure to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marks, and (f) conduct its business without infringement of any Intellectual Property of any other Person in any respect and shall comply in all respects with the terms of its licenses, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Each Loan Party willshall, and will shall cause its Subsidiaries to, (a) except in a transaction permitted by Section 9.03, preserve and maintain in full force and effect its organizational existencelegal existence except, in the case of any Subsidiary that is not a Loan Party, where failure to do so would not reasonably be expected to result in a Material Adverse Effect, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to ; and preserve and maintain its good standing under the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, laws of each other state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Laws, rules, regulations and orders except material to the extent being diligently contested Business, (d) do or cause to be done all things reasonably necessary to preserve, renew and keep in good faith by appropriate proceedings full force and for which adequate reserves in accordance with effect the Accounting Principles have been established on the books of such Person or where rights, licenses, permits, privileges, franchises, and IP Rights unless the failure to comply preserve, renew and keep in full force and effect such rights, licenses, permits, privileges, franchises or IP Rights neither affects any Key IP nor could not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew comply with all of its material registered trademarkslaws, trade names rules, regulations and service marks, and (f) conduct its business without infringement orders of any Intellectual Property of any other Person Governmental Authority applicable to it or its property, in any respect and shall comply in all respects with the terms of its licenses, each case under this Section 8.05 except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party will, and will cause its Subsidiaries to, (a) preserve and maintain in full force and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Laws, rules, regulations and orders except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles have been established on the books of such Person or where the failure to comply could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marks, and (f) conduct its business and affairs without infringement of or interference with any Intellectual Property of any other Person in any respect and shall comply in all respects with the terms of its licenses, except where the failure to do so, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party Xxxx-Xxxxx will, and will cause each of its Subsidiaries to, to (a) preserve and maintain in full force its legal existence (except as otherwise permitted by Section 7.2.10), and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Lawsapplicable laws, rules, regulations and orders, including (i) any such applicable laws, rules, regulations and orders with respect to any Pension Plan, and (ii) the payment (before the same become delinquent), of (A) all Taxes, imposed upon Xxxx-Xxxxx or its Subsidiaries or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate appropriate reserves in accordance with the Accounting Principles GAAP have been established set aside on the books of such Person Xxxx-Xxxxx or where the failure to comply could notits Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marksapplicable, and (fB) conduct its business without infringement at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods), all their payment obligations of whatever nature and any additional costs that are imposed as a result of any Intellectual Property failure to so pay, discharge or otherwise satisfy such obligations, except when the amount or validity of any other Person such obligations and costs is currently being contested in any good faith by appropriate proceeding and reserves, if applicable, in conformity with GAAP with respect and shall comply in all respects with thereto have been provided on the terms books of Xxxx-Xxxxx or its licensesSubsidiaries, as the case may be, except where the failure to do so, individually or in comply with the aggregate, requirements of this clause (b) could not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party Xxxx-Xxxxx will, and will cause each of its Subsidiaries to, to (a) preserve and maintain in full force its legal existence (except as otherwise permitted by Section 7.2.10), and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Lawsapplicable laws, rules, regulations and orders, including (i) any such applicable laws, rules, regulations and orders with respect to any Pension Plan, and (ii) the payment (before the same become delinquent), of (A) all Taxes, imposed upon Xxxx-Xxxxx or its Subsidiaries or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate appropriate reserves in accordance with the Accounting Principles GAAP have been established set aside on the books of such Person Xxxx-Xxxxx or where the failure to comply could notits Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marksapplicable, and (fB) conduct its business without infringement at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods), all their payment obligations of whatever nature and any additional costs that are imposed as a result of any Intellectual Property failure to so pay, discharge or otherwise satisfy such obligations, except when the amount or validity of any other Person such obligations and costs is currently being contested in any good faith by appropriate proceeding and reserves, if applicable, in conformity with GAAP with respect and shall comply in all respects with thereto have been provided on the terms books of Xxxx-Xxxxx or its licensesSubsidiaries, as the case may be, except where the failure to do so, individually or in comply with the aggregate, requirements of this clause (b) could not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party Xxxx-Xxxxx will, and will cause each of its Subsidiaries to, to (a) preserve and maintain in full force its legal existence (except as otherwise permitted by Section 7.2.10 hereof), and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Lawsapplicable laws, rules, regulations and orders, including (i) any such applicable laws, rules, regulations and orders with respect to any Pension Plan, and (ii) the payment (before the same become delinquent), of (A) all Taxes, imposed upon Xxxx-Xxxxx or its Subsidiaries or upon their property, except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate appropriate reserves in accordance with the Accounting Principles GAAP have been established set aside on the books of such Person Xxxx-Xxxxx or where the failure to comply could notits Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marksapplicable, and (fB) conduct its business without infringement at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods), all their payment obligations of whatever nature and any additional costs that are imposed as a result of any Intellectual Property failure to so pay, discharge or otherwise satisfy such obligations, except when the amount or validity of any other Person such obligations and costs is currently being contested in any good faith by appropriate proceeding and reserves, if applicable, in conformity with GAAP with respect and shall comply in all respects with thereto have been provided on the terms books of Xxxx-Xxxxx or its licensesSubsidiaries, as the case may be, except where the failure to do so, individually or in comply with the aggregate, requirements of this clause (b) could not reasonably be expected to result in a Material Adverse EffectChange.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party The Borrower will, and will cause each of its Subsidiaries to, to (a) preserve and maintain in full force its legal existence (except as otherwise permitted by Section 7.2.10), and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Lawsapplicable laws, rules, regulations and orders, including (i) any such applicable laws, rules, regulations and orders with respect to any Pension Plan, and (ii) the payment (before the same become delinquent), of (A) all Taxes, imposed upon the Borrower or its Subsidiaries or upon their property except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate reserves in accordance with the Accounting Principles GAAP have been established set aside on the books of such Person the Borrower or where the failure to comply could notits Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marksapplicable, and (fB) conduct its business without infringement at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods), all their payment obligations of whatever nature and any additional costs that are imposed as a result of any Intellectual Property failure to so pay, discharge or otherwise satisfy such obligations, except when the amount or validity of any other Person such obligations and costs is currently being contested in any good faith by appropriate proceeding and reserves, if applicable, in conformity with GAAP with respect and shall comply in all respects with thereto have been provided on the terms books of the Borrower or its licensesSubsidiaries, as the case may be, except where the failure to do so, individually or in comply with the aggregate, requirements of this clause (b) could not reasonably be expected to result in a Material Adverse Effect.

Maintenance of Existence; Compliance with Laws, etc. Except to the extent permitted under Section 10.03 or Section 10.04, each Credit Party Xxxx-Xxxxx will, and will cause its Subsidiaries to, each of the other Borrowers and Guarantors to (a) preserve and maintain in full force its legal existence (except as otherwise permitted by Section 7.2.10 hereof), and effect its organizational existence, (b) preserve and maintain its good standing (to the extent such concept is applicable) under the laws of its state or jurisdiction of incorporation, organization or formation, and, to the extent that failure to do so would reasonably be expected to have a Material Adverse Effect, each state or other jurisdiction where such Person is qualified, or is required to be so qualified, to do business as a foreign entity, (c) except as provided in Section 9.18, comply in all material respects with all Applicable Lawsapplicable laws, rules, regulations and orders, including (i) any such applicable laws, rules, regulations and orders with respect to any Pension Plan, and (ii) the payment (before the same become delinquent), of (A) all Taxes, imposed upon Xxxx-Xxxxx or its Subsidiaries or upon their property, except to the extent being diligently contested in good faith by appropriate proceedings and for which adequate appropriate reserves in accordance with the Accounting Principles GAAP have been established set aside on the books of such Person Xxxx-Xxxxx or where the failure to comply could notits Subsidiaries, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (d) preserve and maintain in full force and effect all rights, privileges, qualifications, permits and licenses necessary in the normal conduct of its business except in connection with transactions permitted by Section 10.03 and sales of assets permitted by Section 10.04 and except as would not reasonably be expected to have, either individually or in the aggregate, a Material Adverse Effect, (e) preserve or renew all of its material registered trademarks, trade names and service marksapplicable, and (fB) conduct its business without infringement at or before maturity or before they become delinquent, as the case may be, in accordance with industry practice (subject, where applicable, to specified grace periods), all their payment obligations of whatever nature and any additional costs that are imposed as a result of any Intellectual Property failure to so pay, discharge or otherwise satisfy such obligations (other than when the amount or validity of any other Person such obligations and costs is currently being contested in any good faith by appropriate proceeding and reserves, if applicable, in conformity with GAAP with respect and shall comply in all respects with thereto have been provided on the terms books of Xxxx-Xxxxx or its licensesSubsidiaries, as the case may be), except where the failure to do so, individually or in comply with the aggregate, requirements of this clause (b) could not reasonably be expected to result in a Material Adverse EffectChange.