Common use of Maintenance of Existence; Conduct of Business Clause in Contracts

Maintenance of Existence; Conduct of Business. The Company will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) (ii) the merger of any Subsidiary of the Company (a "Merging Subsidiary") with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger is permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such merger, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), or (iii) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company and its Subsidiaries. Nothing in this Agreement shall, or shall be deemed to, prohibit or restrict the merger of the Company with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative Agent.

Maintenance of Existence; Conduct of Business. (a) The Company Parent will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED provided that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) ), (ii) the merger or consolidation of any Subsidiary of the Company (a "“Merging Subsidiary"”) with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger or consolidation is permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such mergermerger or consolidation, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED provided that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), (iii) the dissolution of any Wholly-Owned Subsidiary of the Company, or (iiiiv) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company Parent and its Subsidiaries. Nothing in this Agreement shall, or shall be deemed to, prohibit or restrict the merger of the Company with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative Agent.

Maintenance of Existence; Conduct of Business. The Company Parent will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED provided that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) ), (ii) the merger of any Subsidiary of the Company (a "“Merging Subsidiary"”) with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger is permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such merger, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED provided that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), (iii) the dissolution of any Wholly-Owned Subsidiary of the Company or (iiiiv) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company Parent and its Subsidiaries. Nothing in this Agreement shall, or shall be deemed to, prohibit or restrict the merger of the Company with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative Agent.

Maintenance of Existence; Conduct of Business. (a) The Company Parent will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED provided that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) ), (ii) the merger or consolidation of any Subsidiary of the Company (a "“Merging Subsidiary"”) with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger or consolidation is permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary duly organized under the laws of the United States, any state thereof or the District of Columbia (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such mergermerger or consolidation, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED provided that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), (iii) the dissolution of any Wholly-Owned Subsidiary of the Company, or (iiiiv) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company Parent and its Subsidiaries. Nothing in this Agreement shall, or shall be deemed to, prohibit or restrict the merger of the Company with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative Agent.

Maintenance of Existence; Conduct of Business. (a) The Company Parent will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED provided that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) ), (ii) the merger or consolidation of any Subsidiary of the Company (a "“Merging Subsidiary"”) with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger or consolidation is 101 permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary duly organized under the laws of the United States, any state thereof or the District of Columbia (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such mergermerger or consolidation, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED provided that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), (iii) the dissolution of any Wholly-Owned Subsidiary of the Company, or (iiiiv) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company Parent and its Subsidiaries. Nothing in this Agreement shall, or shall be deemed to, prohibit or restrict the merger of the Company with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative Agent.

Maintenance of Existence; Conduct of Business. The Company Parent will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED provided that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) ), (ii) the merger of any Subsidiary of the Company (a "“Merging Subsidiary"”) with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger is permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such merger, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED provided that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), or (iii) the dissolution of any Wholly-Owned Subsidiary of the Company, (iv) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company Parent and its Subsidiaries. Nothing in this Agreement shall, Subsidiaries or shall be deemed to, prohibit or restrict (v) the merger of the Company Parent into Successor Parent in accordance with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative AgentSection 9.12(viii).

Maintenance of Existence; Conduct of Business. The Company will preserve and maintain, and will cause each of its Subsidiaries to preserve and maintain, its legal existence and all of its rights, privileges and franchises necessary or desirable in the normal conduct of its business, and will conduct its business in a regular manner; PROVIDED provided that nothing herein shall prevent (i) the merger and dissolution of any Subsidiary of the Company into the Company or any Wholly-Owned Subsidiary of the Company so long as the Company or such Wholly-Owned Subsidiary is the surviving corporation (and, if such Subsidiary is not an Excluded Subsidiary prior to such merger or dissolution, the surviving corporation (if not the Company) is not an Excluded Subsidiary and is a Subsidiary Guarantor) (ii) the merger of any Subsidiary of the Company (a "“Merging Subsidiary"”) with any Person (other than the Company or a Wholly-Owned Subsidiary of the Company) provided that (A) such merger is permitted under Section 9.12(vi) hereof and (B) the surviving entity is either (x) a Wholly-Owned Subsidiary (and, if such Merging Subsidiary is not an Excluded Subsidiary prior to such merger, the surviving entity is not an Excluded Subsidiary and is a Subsidiary Guarantor), or (y) an Excluded Subsidiary (PROVIDED provided that such Merging Subsidiary is an Excluded Subsidiary prior to such merger), (iii) the dissolution of any Wholly-Owned Subsidiary of the Company or (iiiiv) the abandonment of any right, privilege or franchise (including any lease) not material in the aggregate to the business of the Company and its Subsidiaries. Nothing in this Agreement shall, or shall be deemed to, prohibit or restrict the merger of the Company with or into another corporation for the sole purpose of changing the Company's domicile from Pennsylvania to Delaware, so long as the surviving corporation of such merger, if such surviving corporation is not the Company, shall expressly assume all of the obligations of the Company under this Agreement and the other Basic Documents to which it is a party and expressly agree to be bound by all other provisions applicable to the Company under this Agreement and the other Basic Documents to which it is a party in a manner reasonably satisfactory to the Administrative Agent.