Maintenance of Status and Authorisation. Each Obligor will, and will procure that each of its Subsidiaries will:
(i) do all such things as are necessary to maintain its corporate existence, save (A) in the case of any Group Company which is not an Obligor or a Material Group Company where the failure to do such things would not result in a Material Adverse Effect or (B) where the relevant Group Company will cease to exist or carry on business pursuant to a Permitted Transaction;
(ii) ensure that it has the right and is duly qualified to conduct its business and will obtain and maintain all licences, approvals, authorisations, consents, exemptions, and make all filings, necessary for the conduct of such business the absence of which might reasonably be expected to result in a Material Adverse Effect and take all steps necessary to ensure that the same are in full force and effect and, on request by the Agent, supply copies (certified by a director of the relevant Obligor as true, complete and up-to-date) of any such licences, approvals, authorisations, consents and exemptions; and
(iii) comply with all laws, regulations and directives binding upon it and procure compliance by all of their respective officers, employees, agents and licensees with all applicable laws, regulation and directives where failure so to comply could reasonably be expected to have a Material Adverse Effect.
Maintenance of Status and Authorisation. Each Obligor will, and will procure that each of its Subsidiaries will:
(a) ensure that it has the right to conduct its business and will obtain and maintain all material consents and make all material filings necessary for the conduct of such business and take all steps necessary to ensure that the same are in full force and effect save where non-compliance would not reasonably be expected to have a Material Adverse Effect; and
(b) comply with all laws and directives binding upon it and procure compliance by all of its respective officers and employees with all applicable laws and directives save where non-compliance would not reasonably be expected to have a Material Adverse Effect.
Maintenance of Status and Authorisation. Each Obligor will, and will procure that each of its Subsidiaries will:
(i) do all things necessary to maintain its corporate existence;
(ii) obtain and maintain in full force and effect all consents and filings required for the conduct of its business; and
(iii) comply with all laws and regulations applicable to it, where failure to do so could reasonably be expected to materially impair its ability to perform its obligations under the Senior Finance Documents.
Maintenance of Status and Authorisation. Each Obligor will, and will procure that each of its Subsidiaries will:
(a) do all such things as are necessary to maintain its corporate (or, in the case of Octel Associates, its partnership) existence;
(b) ensure that it has the right and is duly qualified to conduct its business and will obtain and maintain all material consents and make all material filings necessary for the conduct of such business and take all steps necessary to ensure that the same are in full force and effect except where failure to do so could not reasonably be expected to have a Material Adverse Effect; and
(c) comply with all laws, regulations and directives binding upon it and procure compliance by all of its respective officers and employees with all applicable laws, regulation and directives except where failure to be in compliance could not reasonably be expected to have a Material Adverse Effect;
Maintenance of Status and Authorisation. The Borrower will:
(a) ensure that it has the right to conduct its business and will obtain and maintain all material consents and make all material filings necessary for the conduct of such business and take all steps necessary to ensure that the same are in full force and effect, save where non compliance would not reasonably be expected to have a Material Adverse Effect; and
(b) comply with all laws and regulations binding upon it save where non compliance would not reasonably be expected to have a Material Adverse Effect.
Maintenance of Status and Authorisation. Each Obligor will, and will procure that each of its Subsidiaries will (save as permitted by Clause 16.3(a) (Amalgamations and Change of Business)):
(i) do all such things as are necessary to maintain its corporate existence;
(ii) ensure that it has the right to conduct its business and will obtain and maintain all material consents and make all material filings necessary for the conduct of such business and take all steps necessary to ensure that the same are in full force and effect and on request by the Facility Agent, supply copies of any such consent or filing; and
(iii) comply in all material respects with all laws and directives binding upon it and procure compliance in all material respects by all of its respective officers and employees with all applicable laws and directives and in particular, without limitation, will comply with any directive from or of any agency of the United Kingdom (including the Office of Fair Trading) or the European Community and any undertaking or other agreement given to any such agency. If any agency of any state or of the European Community issues or delivers any new directive (whether specifically in relation to a member of the Group or otherwise) which will or could reasonably be expected to have a material adverse effect on the operation by one or more Material Group Companies of its business or the pricing of its sales, the Parent shall promptly notify the Facility Agent in writing and if the Facility Agent so requests within a period of 120 days from the occurrence of such issue or delivery shall present to the Banks a revised business plan for the Group to take account of such event and details of, and an explanation of, the steps that are proposed to be taken by the Group as a result of such directive.
Maintenance of Status and Authorisation. Each Obligor will, and will procure that:
(a) each Material Company will (save pursuant to a Permitted Reorganisation) do all such things as are necessary to maintain its corporate existence, in each case where (save in respect of each Obligor) failure to do so would have a Material Adverse Effect;
(b) each of its Subsidiaries will (save pursuant to a Permitted Reorganisation) ensure that it has the right to conduct its business, obtain and maintain all material consents and make all material filings necessary for the carrying on of the Target Business, and take all reasonable steps necessary to ensure that the same are in full force and effect in each case where failure to do so would have a Material Adverse Effect; and
(c) each of its Subsidiaries will, comply in all material respects with all laws and directives binding upon it and applicable to the Target Business, in each case where failure to do so would have a Material Adverse Effect.
Maintenance of Status and Authorisation. The Borrower must:
(i) do all things necessary to maintain its corporate existence; and
(ii) comply with all laws (including all applicable Authorisations).
Maintenance of Status and Authorisation. The Company will:
(a) do all such things as are necessary to maintain its corporate existence;
(b) ensure that it has the right to conduct its business, obtain and maintain all material consents and make all filings necessary for the carrying on of its business, and take all reasonable steps necessary to ensure that the same are in full force and effect in each case where failure to do so would have a Material Adverse Effect; and
(c) comply in all material respects with all laws and directives binding upon it and applicable to its business, in each case where failure to do so would have a Material Adverse Effect.
Maintenance of Status and Authorisation. (a) Each Obligor will do all such things as are necessary to maintain its respective corporate existence and good standing and ensure that it has the right and is duly qualified to conduct its business as conducted in all applicable jurisdictions.
(b) Each South African Obligor will do all such things as are reasonably necessary to rectify any corporate irregularities relating to it, including irregularities regarding unclaimed dividends, corporate records, share certificates and the amount of Capital Stock outstanding. *
