Maintenance of Existence, Properties and Franchises; Compliance with Law Sample Clauses

Maintenance of Existence, Properties and Franchises; Compliance with Law. Taxes; Insurance. The Company will, and will cause each Subsidiary to: (a) maintain their respective existences, rights and other franchises in full force and effect; (b) maintain their respective tangible assets in good repair, working order and condition so far as is necessary or advantageous to the proper carrying on of their respective businesses; (c) comply in all respects with all applicable laws, rules, regulations, orders, rules, rulings, certificates, licenses, regulations, demands, judgments, writs, injunctions and decrees, and maintain all permits, licenses, filings and other authorizations (including without limitation all authorizations of state departments of insurance or other insurance regulatory agencies); provided, that such compliance and/or maintenance shall not be necessary so long as (i) the applicability or validity of any such constitution, statute, law, order, rule, ruling, certificate, license, regulation, demand, judgment, writ, injunction, ruling, charge or decree shall be contested in good faith by appropriate proceedings and (ii) the failure to so comply (or maintain, as the case may be) will not have a Material Adverse Effect; (d) pay promptly when due all taxes, fees, assessments and other governmental charges imposed upon their respective properties, assets or income and all claims or indebtedness (including without limitation materialmen's, vendors', workmen's and like claims) which might become a lien upon such properties or assets; provided, that payment of any such tax, fee, assessment, charge, claim or indebtedness shall not be necessary so long as (i) the applicability or validity thereof shall be contested in good faith by appropriate proceedings and a reserve, if appropriate, shall have been established with respect thereto and (ii) the failure to make such payment will not have a Material Adverse Effect; (e) keep in full force and effect one or more policies of insurance issued by financially sound and reputable insurance companies (with an A.M. Best rating of A- (Class IX) or better) (i) insuring the Company and its Subsidiaries and their respective properties and businesses and (ii) insuring the directors and executive officers of the Company and its Subsidiaries (including, without limitation, the Default Directors and the Preferred Director) against losses and risks, and in such amounts as are customary in the case of corporations of established reputation engaged in the same or similar businesses of similar si...
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Maintenance of Existence, Properties and Franchises; Compliance with Law. The Company agrees to: (a) maintain its corporate existence, rights and other franchises in full force and effect;

Related to Maintenance of Existence, Properties and Franchises; Compliance with Law

  • Existence; Compliance with Laws; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05. (i) Do or cause to be done all things necessary to obtain, preserve, renew, extend and keep in full force and effect the rights, licenses, permits, franchises and authorizations, material to the conduct of its business, except as could not reasonably be expected to have a Material Adverse Effect; (ii) comply in all material respects with all applicable laws, rules, regulations and decrees and orders of any Governmental Authority, whether now in effect or hereafter enacted, except as could not reasonably be expected to have a Material Adverse Effect; and (iii) at all times maintain and preserve all tangible property material to the conduct of such business and keep such property in good repair, working order and condition (subject to ordinary wear and tear, casualty and condemnation) and from time to time make, or cause to be made, all needful and proper repairs, renewals, additions, improvements and replacements thereto necessary in order that the business carried on in connection therewith may be properly conducted at all times, except as could not reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Existence; Compliance (a) (i) Preserve, renew and keep in full force and effect its organizational existence 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, 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.

  • Maintenance of Existence (a) Preserve, renew and maintain in full force and effect its legal existence under the Laws of the jurisdiction of its organization or incorporation and (b) take all reasonable action to maintain all rights, privileges (including its good standing), permits, licenses and franchises necessary or desirable in the normal conduct of its business, except (i) in each case of clauses (a) (other than with respect to the Borrower) and (b), to the extent that failure to do so would not reasonably be expected to have a Material Adverse Effect or (ii) in each case, pursuant to a transaction permitted by Section 7.04 or Section 7.05.

  • Maintenance of Existence, etc Maintain and preserve, and (subject to Section 11.5) cause each other Loan Party to maintain and preserve, (a) its existence and good standing in the jurisdiction of its organization and (b) its qualification to do business and good standing in each jurisdiction where the nature of its business makes such qualification necessary (other than such jurisdictions in which the failure to be qualified or in good standing could not reasonably be expected to have a Material Adverse Effect).

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Maintenance of Existence; Conduct of Business Except as permitted by Section 11.3, the Borrower will, and will cause each Subsidiary of the Borrower to, preserve and maintain (a) its corporate existence and (b) all of its leases, privileges, Permits, franchises, qualifications and rights that are necessary in the ordinary conduct of its business. The Borrower will, and will cause each Subsidiary of the Borrower to, conduct its business in an orderly and efficient manner in accordance with good business practices.

  • Conduct of Business and Maintenance of Existence, etc (a) (i) Preserve, renew and keep in full force and effect its corporate existence 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, 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.

  • Existence; Maintenance of Properties The Obligors will do or cause to be done all things necessary to preserve and keep in full force and effect its existence as corporations under the jurisdiction of their incorporation. The Obligors will do or cause to be done all things necessary to preserve and keep in full force all of its rights and franchises and those of their Subsidiaries, except for the Inactive Subsidiaries. The Obligors, except with respect to the Inactive Subsidiaries (i) will cause all of its properties and those of their Subsidiaries used or useful in the conduct of its business or the business of their Subsidiaries to be maintained and kept in good condition, repair and working order and supplied with all necessary equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Obligors may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) except as provided below, will, and will cause each of its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses. The Obligors (i) shall not make any loans or advances to, or transfer any assets to, any Inactive Subsidiary, nor allow any Inactive Subsidiary to engage in any business activity, other than such activity which may be required in connection with the dissolution and/or deregistration of such Inactive Subsidiary, and (ii) shall dissolve all Inactive Subsidiaries, which are Domestic Subsidiaries, on or before ninety (90) days from the date hereof, and shall endeavor in good faith and use its reasonable efforts to dissolve or deregister all Inactive Subsidiaries, which are not Domestic Subsidiaries as soon as possible, but in no event, not later than one (1) year from the date hereof. In the event that any Inactive Subsidiary has not been dissolved or deregistered in accordance with the provisions of the preceding sentence, the parent of such Inactive Subsidiary shall execute and deliver to the Agent, within thirty (30) days of the Agent's request, a stock pledge, in form and substance reasonably satisfactory to the Agent, to pledge the stock of such Inactive Subsidiary to the Agent for the ratable benefit of the Lenders and such other documents, instruments and agreements which the Agent may reasonably require in connection therewith.

  • Existence; Compliance with Law Each Group Member (a) is duly organized, validly existing and in good standing (if applicable) under the laws of the jurisdiction of its organization, (b) has the 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 or other organization and in good standing (if applicable) under the laws of each jurisdiction where the failure to be so qualified or in good standing could reasonably be expected to have a Material Adverse Effect and (d) is in material compliance with all Requirements of Law except in such instances in which (i) such Requirement of Law is being contested in good faith by appropriate proceedings diligently conducted and the prosecution of such contest would not reasonably be expected to result in a Material Adverse Effect, or (ii) the failure to comply therewith, either individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect.

  • Maintenance of Properties, Etc Maintain and preserve, and cause each of its Subsidiaries to maintain and preserve, all of its properties that are used or useful in the conduct of its business in good working order and condition, ordinary wear and tear excepted.

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