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

Maintenance of Existence; Conduct of Business. (a) The Company will, and will cause each of its Subsidiaries to: (i) maintain in effect its corporate existence and all registrations necessary therefor; (ii) take all necessary actions to maintain all rights, privileges, titles to property, franchises and the like, necessary or desirable in the normal conduct of its business (as now conducted and as proposed to be conducted), activities or operations; and (iii) maintain and preserve all of its Property and keep such Property in good working order or condition; provided, however, that this covenant shall not prohibit any transaction by the Company or any of its Subsidiaries otherwise permitted under Section 7.03 (Mergers, Consolidations, Sales and Leases), nor shall it require any Subsidiary (other than a Material Subsidiary) to maintain any such right, privilege, title to property or franchise or the Company to preserve the corporate existence of any Subsidiary (other than a Material Subsidiary) if the Company shall determine in good faith that the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company or its Subsidiaries and that the loss thereof could not reasonably be expected to have a Material Adverse Effect. (b) The Company will, and will cause each of its Material Subsidiaries to, continue to engage only in the Company’s Core Business.

Maintenance of Existence; Conduct of Business. (a) The Company will, and will cause each of its Material Subsidiaries to: to (i) maintain in effect its corporate existence and all registrations necessary therefor; (ii) take all necessary reasonable actions to maintain all rights, privileges, titles to property, franchises and the like, like necessary or desirable in the normal conduct of its business (as now conducted and as proposed to be conducted)business, activities or operations; and (iii) maintain and preserve keep all of its Property and keep such Property in good working order or condition; provided, however, that this covenant shall not prohibit any transaction by the Company or any of its Material Subsidiaries otherwise permitted under Section 7.03 (Mergers, Consolidations, Sales and Leases), nor shall it require any Subsidiary (other than a Material Subsidiary) the Company to maintain any such right, privilege, title to property or franchise or the Company to preserve the corporate existence of any Subsidiary (other than a Material Subsidiary) , if the Company shall determine in good faith that the maintenance or preservation thereof is no longer desirable in the conduct of the business of the Company or its Material Subsidiaries and that the loss thereof could not reasonably be expected to have a Material Adverse Effect. (b) The Company will, and will cause each of its Material Subsidiaries to, continue to engage only in business of the Company’s Core Businesssame general type as now conducted by the Company and its Material Subsidiaries.