Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 11 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.
Appears in 7 contracts
Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges privileges, Broker-Dealer Licenses and Memberships, Broker-Dealer Registrations and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 6.3 or Section 6.4(e) and except to the extent (other than with respect to the preservation of the existence of the Loan Parties) that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 6 contracts
Samples: Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.), Credit Agreement (Investment Technology Group, Inc.)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its the organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) Company, each Material Subsidiary and each Insurance Subsidiary and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, including all required insurance licenses of each Material Subsidiary, except, in each case, as otherwise permitted by Section 7.4 7.3 and except except, in the case of each of clauses (i) and (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 5 contracts
Samples: Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD), Credit Agreement (Aspen Insurance Holdings LTD)
Maintenance of Existence; Compliance. Each of the Borrower and Holdings will, and will cause each of its Subsidiaries to:
(a) (i) Preservepreserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 6.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and and
(b) comply with all Contractual Obligations and Obligations, Requirements of Law and Permits except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Merisant Co), Credit Agreement (Merisant Worldwide, Inc.), Credit Agreement (Merisant Foreign Holdings I Inc)
Maintenance of Existence; Compliance. (a) In the case of the Borrower and each of its Significant Subsidiaries, (i) Preservepreserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 5.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Keyspan Corp), Credit Agreement (Keyspan Corp), Credit Agreement (Keyspan Corp)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that a Person’s Board of Directors has determined that the preservation thereof is no longer desirable in the conduct of the business of such Person and the failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Second Lien Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc), Credit Agreement (Amedisys Inc)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all registrations, consents, approvals, authorizations, rights, permits, licenses, privileges and franchises from any Governmental Authority, Self-Regulatory Organization or securities exchange necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 6.04 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and
(b) comply with all Contractual Obligations and Requirements of Law Law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Sanders Morris Harris Group Inc), Credit Agreement (Sanders Morris Harris Group Inc), Credit Agreement (Sanders Morris Harris Group Inc)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges privileges, Broker-Dealer Licenses and Memberships, Broker-Dealer Registrations and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 6.4 or Section 6.5(e) and except except, in the case of clause (ii) above, to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law (including any Requirements of Law dealing with net capital requirements), except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 3 contracts
Samples: Credit Agreement (Knight Capital Group, Inc.), Credit Agreement (Knight Capital Group, Inc.), Credit Agreement (Knight Capital Group, Inc.)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its the organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) Borrower, each Material Subsidiary and each Insurance Subsidiary and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, including all required insurance licenses of each Material Subsidiary, except, in each case, as otherwise permitted by Section 7.4 7.3 and except except, in the case of each of clauses (i) and (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Term Loan Credit Agreement (Aspen Insurance Holdings LTD), Term Loan Credit Agreement (Aspen Insurance Holdings LTD)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any except the existence of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenderswho are liquidated in accordance with Section 8.4(b) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 8.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law Law, except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Itron Inc /Wa/), Credit Agreement (Itron Inc /Wa/)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (existence, provided that Holdings and any of its Subsidiaries Subsidiary may change the form if its organizational form so long as such change shall not adversely affect the interests of the Lenders) entity organization, including from a corporation to a limited liability company and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in material to the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Universal Health Services Inc), Credit Agreement (Universal Health Services Inc)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided except with respect to any Subsidiary that Holdings and any has Disposed of all or substantially all of its Subsidiaries may change its organizational form so long as such change shall not adversely affect assets in accordance with the interests provisions of the Lendersthis Agreement) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Coinstar Inc)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect except, in the interests case of the Lenders) Loan Parties, as otherwise expressly permitted by Section 6.4, and except, in the case of any Subsidiary (iiother than the Borrower), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (b) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (bc) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Price T Rowe Associates Inc /Md/)
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) without limiting the Borrower’s obligations under Section 6.13, take all reasonable action to maintain in full force and effect all rights, privileges privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 7.04 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) without limiting the Borrower’s obligations under Section 6.13, take all reasonable action to maintain in full force and effect all rights, privileges privileges, permits, licenses and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 7.04 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and and
(b) comply with all Contractual Obligations and Requirements of Law Law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any each of its Subsidiaries may change its organizational form so long as such change shall not adversely affect Subsidiaries’ existence and the interests existence of the Lenders) Specified Non-Recourse Holdco and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its businessand each such Subsidiaries’ businesses, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its the organizational existence (provided that Holdings of each Loan Party and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) Subsidiary Guarantor and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable its qualification to carry on business in the normal conduct of its each jurisdiction in which it carries on business, except, in each case, as otherwise permitted by Section 7.4 8.9 or 11.19 or as may otherwise occur in connection with a Permitted Reorganization and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect except, in the interests case of the Lenders) Borrower, as otherwise expressly permitted by Section 6.4, and except, in the case of any Subsidiary, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; (iib) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (bc) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Maintenance of Existence; Compliance. Except as otherwise required by a Governmental Authority having jurisdiction over the Borrower or any of its Subsidiaries, (a) (i) Preservepreserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 7.02 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. Notwithstanding anything to the contrary in this Section 6.04, the Borrower may consummate the Reorganization.
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Maintenance of Existence; Compliance. (a) (i) Preserve, renew and keep in full force and effect its the organizational existence (provided that Holdings of each Loan Party and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) Material Subsidiary and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable its qualification to carry on business in the normal conduct of its each jurisdiction in which it carries on business, except, in each case, as otherwise permitted by Section 7.4 8.4 or Section 11.19 or as may otherwise occur in connection with a Permitted Reorganization and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract