Common use of Maintenance of Properties and Corporate Existence Clause in Contracts

Maintenance of Properties and Corporate Existence. Each Company shall (a) maintain the property owned by each Affiliated Entity and all of that Company's other property in good condition and make all renewals, replacements, additions, betterments, and improvements thereto including the ability to sell assets, dissolve or withdraw Companies which are deemed necessary by that Company to be in the best interests of the Company; (b) keep true books of records and accounts in which full and correct entries will be made of all its business transactions, including, without limitation, any transaction with any Affiliated Entity, and reflect in its financial statements adequate accruals and appropriations to reserves; (c) do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its existence, general partnership rights, contractual management rights, franchises, and other rights, (ii) except as contemplated by clause (a), to maintain its status as a corporation or limited liability company duly organized and existing and in good standing under the laws of the state of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premises; (e) not be in violation of any laws, ordinances, or governmental rules and regulations or fail to obtain any licenses, permits, franchises, or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) a general or limited partner in any partnership in which it holds such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this Agreement.

Maintenance of Properties and Corporate Existence. Each Company The Borrower shall (a) maintain the property owned by each Affiliated Entity and all of that Company's other its property in good condition and make all renewals, replacements, additions, betterments, betterments and improvements thereto including the ability to sell assets, dissolve or withdraw Companies which are deemed necessary by that Company to be in the best interests of the Companyit deems necessary; (b) keep true books maintain, with financially sound and reputable insurers, insurance with respect to its properties and business against such casualties and contingencies, of records such types (including but not limited to fire and accounts casualty, public liability, products liability, larceny, embezzlement or other criminal misappropriation insurance) and in which full such amounts as is customary in the case of entities of established reputations engaged in the same or a similar business and correct entries will be made similarly situated, with each such policy of all insurance containing a clause or endorsement satisfactory to the Bank that names the Bank as additional insured and lender loss payee, as its business transactions, including, without limitation, any transaction with any Affiliated Entityinterest may appear, and that provides that no act, default or breach of warranty or condition of the Borrower or any other person shall affect the right of the Bank to recover under such policy or policies of insurance or to pay any premium in whole or in part relating thereto, in such amounts as is customary in the case of entities of established reputations engaged in the same or a similar business and similarly situated; (c) reflect in its financial statements adequate accruals and appropriations to reservesreserves and keep and maintain proper books of record and account in which entries in conformity with GAAP shall be made of all dealings and transactions in relation to its businesses and activities, including, without limitation, transactions and other dealings with respect to the Collateral; (cd) do or cause to be done all things necessary (i) except as contemplated by clause (a), to preserve and keep in full force and effect its existence, general partnership rights, contractual management rights, rights and franchises, and other rights, (ii) except as contemplated by clause (a), to maintain its status as a corporation or limited liability company duly organized and existing and in good standing under the laws of the state of its incorporation or organization, (iii) except as contemplated by clause (a), to maintain where necessary its status as a corporation licensed to do business as a foreign corporation in any state in which it is presently so qualified, and (iv) except as contemplated by clause (a), to maintain on behalf of each Affiliated Entity its status as a business entity qualified to do business in the state in which each such Affiliated Entity does business; (d) not acquire, incur, or assume directly or indirectly, any material contingent liability in connection with the release of any Hazardous Substances into the Environment, or dispose of, or allow to be disposed of, or otherwise release Hazardous Substances or solid waste on or onto said Company's Premisesincorporation; (e) conduct continuously and operate actively its business and take all actions necessary to enforce and protect the validity of any intellectual property; and (f) not be in violation of any laws, ordinances, or governmental rules and regulations or fail to obtain any licenses, permits, franchises, franchises or other governmental authorizations necessary to the ownership of its properties or to the conduct of its business, which violation or failure to obtain might materially and adversely affect the business, prospects, profits, properties, or condition (financial or otherwise) of said Company, and (f) notify the Bank immediately upon any change in the status of its continued existence as (i) have a corporation or limited liability company under the laws of the State of its incorporation or organization, (ii) a general or limited partner in any partnership in which it holds such an interest as of the date of this Agreement, or (iii) a management company as it pertains to the material loss of any partnerships for which it performs such function as of the date of this AgreementMaterial Adverse Effect.