Maintenance of Properties and Business Sample Clauses

Maintenance of Properties and Business. The Company will maintain, preserve and keep, and will cause each Restricted Subsidiary to maintain, preserve and keep, its material properties which are necessary in any respect material to the Company and its Restricted Subsidiaries taken as a whole for the conduct of its business (whether owned in fee or a leasehold interest) in good repair and working order (ordinary wear and tear excepted) and from time to time will make all necessary repairs, replacements, renewals and additions so that at all times the efficiency thereof shall be maintained provided, however, that nothing in this Section 6.4 shall prevent the Company or any Restricted Subsidiary from discontinuing the operation and maintenance of any of its Properties if such discontinuance is, in the judgment of the Company, desirable in the conduct of the business of the Company or such Restricted Subsidiary, as the case may be.
Sample 1
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Maintenance of Properties and Business. (a) Borrower shall, and shall cause each Subsidiary to, maintain, preserve and protect (i) all of their respective tangible Properties that are used or useful in the conduct of their respective businesses in good order and condition, subject to wear and tear in the ordinary course of business, and not permit any waste of any material item of their respective Properties, and (ii) except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, all trademarks, trade names, copyrights, patents, patent rights, computer software, licenses and other intangible assets that are used or useful in the conduct of their respective businesses. (b) Except as permitted pursuant to the last sentence of Section 5.3, Borrower shall, and shall cause each of its Subsidiaries to, use its reasonable efforts, in the ordinary course and consistent with past practice, to preserve its business organization and preserve the goodwill and business of the customers, suppliers, and others having business relations with it.
Sample 1
Maintenance of Properties and Business. Each of the Parent and the Borrower shall, and shall cause each Subsidiary to, maintain, preserve, and keep its property, plant, and equipment in good repair, working order and condition (ordinary wear and tear excepted), and shall from time to time make all needful and proper repairs, renewals, replacements, additions, and betterments thereto so that at all times the efficiency thereof shall be fully preserved and maintained, except to the extent that, in the reasonable business judgment of such Person, any such Property is no longer necessary for the proper conduct of the business of such Person. The Parent and the Borrower shall, and shall cause each Subsidiary to, preserve and keep in force and effect all licenses, permits, franchises, approvals, patents, trademarks, trade names, trade styles, copyrights, and other proprietary rights necessary to the proper conduct of its business where the failure to do so could reasonably be expected to have a Material Adverse Effect.
Sample 1
Maintenance of Properties and Business. The Guarantor will maintain, preserve and keep, and will cause each Restricted Subsidiary to maintain, preserve and keep, its material properties which are necessary in any respect material to the Guarantor and its Restricted Subsidiaries taken as a whole for the conduct of its business (whether owned in fee or a leasehold interest) in good repair and working order (ordinary wear and tear excepted) and from time to time will make all necessary repairs, replacements, renewals and additions so that at all times the efficiency thereof shall be maintained; provided, however, that nothing in this Section l0.l(d) shall prevent the Guarantor or any Restricted Subsidiary from discontinuing the operation and maintenance of any of its Company Properties if such discontinuance is, in the judgment of the Guarantor, desirable in the conduct of the business of the Guarantor or such Restricted Subsidiary, as the case may be.
Sample 1
Maintenance of Properties and Business. Between the date hereof and Closing Sellers shall carry on the Acquired Businesses in the ordinary course of business (including collecting receivables and paying payables) and substantially in the same manner as previously conducted and to conduct the Acquired Businesses so as to maintain the properties and business of Sellers to preserve the business organization and the goodwill of customers, suppliers and employees of Sellers and other Persons having business relationships with Sellers. Except as otherwise herein provided or otherwise in the ordinary course of business, without the prior written consent of Buyer, none of Sellers shall between the date hereof and Closing: 4.1.1 Fail to make capital expenditures substantially in accordance with the schedule of budgeted capital expenditures attached hereto as Schedule 4.1.1 (the "CAPITAL EXPENDITURES BUDGET"); 4.1.2 Make any capital expenditure in excess of $25,000 per transaction or $100,000 in the aggregate, except as set forth in the schedule of Capital Expenditures Budget; 4.1.3 Make any distribution to its members, stockholders or partners, as applicable; 4.1.4 Amend its governing documents except as otherwise provided by this Agreement; 4.1.5 Make any material change in the operations of its businesses, including any changes in accounting principles and practices; 4.1.6 Acquire any other business or interest therein; 4.1.7 Buy or sell any amount of capital stock or other ownership interest in any Person, or otherwise change its capital structure, except as otherwise provided by this Agreement; 4.1.8 Grant any options, warrants, or other rights to acquire equity or debt; 4.1.9 Increase the compensation of any director, officer, or employee other than regularly scheduled increases consistent with an existing compensation program and past practices; 4.1.10 Mortgage, sell, lease, transfer, donate, dispose of or distribute any of its assets having a fair market value in excess of $25,000 in any single transaction or $100,000 in the aggregate, except as set forth on Schedule 4.1.10; 4.1.11 Execute, amend or terminate any Material Seller Contract to which it is a party, except as set forth on Schedule 4.1.11; 4.1.12 Settle any material Proceeding, including any administrative agency matter; 4.1.13 Incur or guarantee any Indebtedness in excess of $50,000 in any single transaction or $100,000 in the aggregate or make any loans; 4.1.14 Take any action that would result in a breach of Section 2.9; or 4.1.15 Ag...
Sample 1
Maintenance of Properties and Business. Each Co-Issuer will, and will cause each Credit Party and its Subsidiaries to, maintain and keep, or cause to be maintained and kept, their respective properties in good repair, working order and condition (other than ordinary wear and tear), so that the business carried on in connection therewith may be properly conducted at all times, provided that this Section 11.5 shall not prevent any Credit Party or any of its Subsidiaries from discontinuing the operation and the maintenance of any of its properties if such discontinuance is desirable in the conduct of its business and the Co-Issuers have concluded that such discontinuance could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect or otherwise cause a Default or an Event of Default. Each Co-Issuer will, and will cause each Credit Party and its Subsidiaries to, operate its businesses properly and efficiently, and in substantially the manner in which they are presently conducted and operated, subject to changes in the ordinary course of business.
Sample 1
Maintenance of Properties and Business. Seller shall cause the Company to conduct its business so as to maintain the properties and business of the Company and to preserve the business organization and the goodwill of customers and suppliers of the Company. Except as otherwise herein provided, without the prior written consent of Buyer (which consent shall not unreasonably be withheld), Seller shall cause the Company to not: 6.1.1. make any capital expenditure greater than twenty-five thousand dollars ($25,000) singly or in the aggregate; 6.1.2. sell, lease or otherwise dispose of any asset or assets, other than in the ordinary course of business and with replacement of an asset of equivalent value; 6.1.3. encumber any asset or assets other than in the ordinary course of business and provided such encumbrance(s) shall not exceed twenty-five thousand dollars ($25,000) singly or in the aggregate; 6.1.4. execute, amend or terminate any contract or lease to which the Company is a party, except if the annual payments or receipts under any such lease or contract do not exceed twenty-five thousand dollars ($25,000) singly or in the aggregate; 6.1.5. make any material change in the Company's business or operations, including, but not limited to, making any changes in its fees, charges, rebate arrangements or terms or other revenues, or its accounting practices, or fail to use reasonable care to (i) maintain the assets of the Company in their present condition, normal wear and tear excepted, and (ii) comply with all laws and regulations of governmental agencies or authorities applicable to the Company; 6.1.6. declare or pay any dividends or make any distribution to shareholders; 6.1.7. fail to maintain in effect the insurance coverage referred to in Section 2.23 herein; 6.1.8. fail to maintain compliance with any and all requirements imposed upon the Company by all applicable state and federal laws and regulations; 6.1.9. engage in any activity or enter into any material transactions that would cause any of the representations or warranties set forth in Article 2 hereof to be inaccurate if made as of a date subsequent to such activity or transaction; 6.1.10. except as set forth in Schedule 2.14, increase the compensation payable or to become payable to any director, officer or employee, except for increases in salary or wages that in either case are payable or are to become payable in the ordinary course of business and are consistent with past practice; 6.1.11. except as set forth in Scheduled 2.14, gra...
Sample 1
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Related to Maintenance of Properties and Business

  • 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 Properties and Insurance (a) The Company shall cause all properties used or held for use in the conduct of its business or the business of any Subsidiary to be maintained and kept in good condition, repair and working order (ordinary wear and tear excepted) and supplied with all necessary equipment and shall cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times; provided, however, that nothing in this Section shall prevent the Company from discontinuing the operation or maintenance of any such property, or disposing of it, if such discontinuance or disposal is, in the judgment of the Company, desirable in the conduct of its business and not disadvantageous in any material respect to the Holders. (b) The Company shall provide or cause to be provided, for itself and each of its Subsidiaries, insurance (including appropriate self-insurance) against loss or damage of the kinds that, in the reasonable, good faith opinion of the Company, are adequate and appropriate for the conduct of the business of the Company and such Subsidiaries in a prudent manner, with reputable insurers or with the government of the United States or an agency or instrumentality thereof, in such amounts, with such deductibles, and by such methods as shall be customary, in the reasonable, good faith opinion of the Company, for corporations similarly situated in the industry.

  • Maintenance of Properties (a) Maintain, preserve and protect all of its material properties and equipment necessary in the operation of its business in good working order and condition, ordinary wear and tear excepted; (b) make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect; and (c) use the standard of care typical in the industry in the operation and maintenance of its facilities.

  • 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.

  • Operation and Maintenance of Properties The Borrower will, and will cause each of its Subsidiaries to: (a) operate its Oil and Gas Properties and other material Properties or cause such Oil and Gas Properties and other material Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance with all Governmental Requirements, including, without limitation, applicable proration requirements and Environmental Laws, and all applicable laws, rules and regulations of every other Governmental Authority from time to time constituted to regulate the development and operation of its Oil and Gas Properties and the production and sale of Hydrocarbons and other minerals therefrom, except, in each case, where the failure to comply could not reasonably be expected to have a Material Adverse Effect. (b) keep and maintain all Property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted preserve, maintain and keep in good repair, working order and efficiency (ordinary wear and tear excepted) all of its material Oil and Gas Properties and other material Properties, including, without limitation, all material equipment, machinery and facilities. (c) promptly pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties and will do all other things necessary to keep unimpaired their rights with respect thereto and prevent any forfeiture thereof or default thereunder. (d) promptly perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards and in all material respects, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties. (e) to the extent the Borrower or one of its Subsidiaries is not the operator of any Property, the Borrower shall use reasonable efforts to cause the operator to comply with this Section 8.06.

  • Inspection of Properties and Books The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense (to the extent provided for below) and upon reasonable prior notice, to visit and inspect any of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants under their Leases), to examine the books of account of the Borrower, any Guarantor and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of such Persons.

  • Inspection of Properties and Books Etc The Borrower shall permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, no more frequently than once each calendar year, or more frequently as determined by the Lenders upon the occurrence and during the continuance of an Event of Default, to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, and each such inspection, if no Event of Default has occurred and is continuing, shall be at the Lenders’ expense. The Borrower shall also permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, to examine the books of account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers, all at such reasonable times and intervals as the Administrative Agent or any Lender may reasonably request. The Borrower authorizes the Administrative Agent and, if accompanied by the Administrative Agent, the Lenders to communicate directly with the Borrower’s independent certified public accountants and authorizes such accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules with respect to the business, financial condition and other affairs of the Borrower or any of its Subsidiaries.

  • Maintenance of Property The Company shall maintain, and shall cause each Subsidiary to maintain, and preserve all its property which is used or useful in its business in good working order and condition, ordinary wear and tear excepted and make all necessary repairs thereto and renewals and replacements thereof except where the failure to do so could not reasonably be expected to have a Material Adverse Effect.

  • Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

  • Maintenance of Properties; Insurance The Borrower will, and will cause each of its Subsidiaries to, (a) keep and maintain all property material to the conduct of its business in good working order and condition, ordinary wear and tear excepted, and (b) maintain, with financially sound and reputable insurance companies, insurance in such amounts and against such risks as are customarily maintained by companies engaged in the same or similar businesses operating in the same or similar locations.

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