Common use of Preservation of Corporate Existence Clause in Contracts

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 190 contracts

Samples: Securities Purchase Agreement (Thoughtful Media Group Inc.), Securities Purchase Agreement (Thoughtful Media Group Inc.), Securities Purchase Agreement (Thoughtful Media Group Inc.)

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Preservation of Corporate Existence. The Until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 47 contracts

Samples: Securities Purchase Agreement (PishPosh, Inc.), Securities Purchase Agreement (CarbonMeta Technologies, Inc.), Securities Purchase Agreement (Unique Logistics International Inc)

Preservation of Corporate Existence. The Company Corporation shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which (i) such qualification is necessary or desirable in view of its business and operations or operations and where the ownership or lease of its properties or (ii) the failure to so qualify or remain qualified might reasonably would have a Material Adverse Effect upon material adverse effect on the business, properties, assets or condition (financial condition, business or operations otherwise) of the Company taken as a wholeCorporation.

Appears in 22 contracts

Samples: Series B 2 Convertible Preferred Stock and Warrant Purchase Agreement, License Agreement (Radius Health, Inc.), Series B 2 Convertible Preferred Stock and Warrant Purchase Agreement (Radius Health, Inc.)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 18 contracts

Samples: Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.), Securities Purchase Agreement (Medite Cancer Diagnostics, Inc.), Securities Purchase Agreement (Sport Endurance, Inc.)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company and its Subsidiaries taken as a whole.

Appears in 17 contracts

Samples: Securities Purchase Agreement (Mojo Ventures, Inc), Subscription Agreement (Conspiracy Entertainment Holdings Inc), Subscription Agreement (Conspiracy Entertainment Holdings Inc)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation entity in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 16 contracts

Samples: Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (GT Biopharma, Inc.), Securities Purchase Agreement (GT Biopharma, Inc.)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its then-incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 9 contracts

Samples: Securities Purchase Agreement (RiskOn International, Inc.), Securities Purchase Agreement (Alzamend Neuro, Inc.), Securities Purchase Agreement (Ault Alliance, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation corporation, and maintain all necessary licenses and approvals in each jurisdiction in which such qualification is necessary in view of its business or operations and it does business, except where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges, qualifications, licenses and approvals would not have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholewith respect to it.

Appears in 8 contracts

Samples: Master Loan Purchase Agreement (Wyndham Worldwide Corp), Master Loan Purchase Agreement (Wyndham Worldwide Corp), Master Loan Purchase Agreement (Wyndham Worldwide Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon preserve and maintain such qualification would materially adversely affect the financial condition, business or operations interests of the Company taken as a wholeOwners or the Agent hereunder or in the Pool Receivables and Related Security, or the ability of the Servicer to perform its obligations hereunder.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon preserve and maintain such qualification would materially adversely affect the financial condition, business or operations interests of the Company taken as a wholeOwners or the Agent hereunder or in the Pool Receivables and Related Security, or the ability of the Seller or the Servicer to perform their respective obligations hereunder or the ability of the Seller to perform its obligations under the Contracts.

Appears in 7 contracts

Samples: Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp), Receivables Purchase Agreement (Polyone Corp)

Preservation of Corporate Existence. The So long as any Notes remain outstanding, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might would reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 6 contracts

Samples: Securities Purchase Agreement (Can B Corp), Securities Purchase Agreement (Charge Enterprises, Inc.), Securities Purchase Agreement (Can B Corp)

Preservation of Corporate Existence. The Company and each Subsidiary shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation entity in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company and each Subsidiary taken as a whole.

Appears in 6 contracts

Samples: Securities Purchase Agreement (NLS Pharmaceutics Ltd.), Securities Exchange Agreement (NLS Pharmaceutics Ltd.), Securities Purchase Agreement (NLS Pharmaceutics Ltd.)

Preservation of Corporate Existence. The Company shall preserve and maintain its respective corporate existence, rights, franchises and privileges and franchises in the its jurisdiction of its incorporation, and will qualify and remain qualified, qualified as a foreign corporation in each every jurisdiction in which such qualification is necessary in view of its the business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeor the ownership of their respective properties.

Appears in 6 contracts

Samples: Investor Rights Agreement (Net Value Holdings Inc), Investor Rights Agreement (Net Value Holdings Inc), Investor Rights Agreement (Net Value Holdings Inc)

Preservation of Corporate Existence. The Company and each Subsidiary shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Reign Sapphire Corp), Securities Purchase Agreement (Reign Sapphire Corp), Securities Purchase Agreement (Andalay Solar, Inc.)

Preservation of Corporate Existence. The Company and each Subsidiary shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation Company in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 5 contracts

Samples: Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.), Securities Purchase Agreement (Western Magnesium Corp.)

Preservation of Corporate Existence. The Company It shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation organization in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify preserve and maintain such existence, rights, franchises, privileges and qualification would, individually or remain qualified might in the aggregate, reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 4 contracts

Samples: Performance Guaranty (OUTFRONT Media Inc.), Guaranty (OUTFRONT Media Inc.), Guaranty (OUTFRONT Media Inc.)

Preservation of Corporate Existence. The Company shall Preserve and maintain, and cause each of its Subsidiaries which is a material part of the Company's overall business operations to preserve and maintain maintain, its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 4 contracts

Samples: Revolving Credit Agreement (Source One Mortgage Services Corp), Revolving Credit Agreement (Source One Mortgage Services Corp), Revolving Credit Agreement (Source One Mortgage Services Corp)

Preservation of Corporate Existence. The Company shall will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 4 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Paratek Pharmaceuticals Inc), Investor Rights Agreement (Paratek Pharmaceuticals Inc)

Preservation of Corporate Existence. The For as long as the Notes or Warrants remain outstanding. the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction jurisdictions of its their incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its their business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 4 contracts

Samples: Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.), Securities Purchase Agreement (Petroteq Energy Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the financial condition, business or operations interests of the Company taken as a wholeOwner or the Agent hereunder or in the Pool Receivables, or the ability of the Seller or the Collection Agent to perform their respective obligations hereunder.

Appears in 4 contracts

Samples: Trade Receivables Purchase and Sale Agreement, Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC), Trade Receivables Purchase and Sale Agreement (Detroit Edison Securitization Funding LLC)

Preservation of Corporate Existence. The Company shall for each of itself and each subsidiary preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole, subject to any proposal that receives approval of a Majority in Interest or is required to be or has been approved by shareholders of the Company.

Appears in 4 contracts

Samples: Securities Purchase Agreement (InfoSonics Corp), Securities Purchase Agreement (Bioptix, Inc.), Securities Purchase Agreement (Bioptix, Inc.)

Preservation of Corporate Existence. The Company shall preserve and maintain for itself and each Subsidiary its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 3 contracts

Samples: Debenture Purchase Agreement (Luxeyard, Inc.), Debenture Purchase Agreement (Cytosorbents Corp), Debenture Purchase Agreement (BeesFree, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, privileges rights and franchises in the jurisdiction of its incorporationprivileges, and qualify and remain qualified, qualified as a foreign corporation Company in good standing in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.required;

Appears in 3 contracts

Samples: Convertible Note Purchase Agreement (Burcon NutraScience Corp), Convertible Note Purchase Agreement (Chan Kwok Keung Charles), Convertible Note Purchase Agreement (Burcon NutraScience Corp)

Preservation of Corporate Existence. The Company Corporation shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify ownership or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations lease of the Company taken as a wholeits properties.

Appears in 3 contracts

Samples: Stockholders Agreement, Stockholders Agreement (Leap Therapeutics, Inc.), Stockholders' Agreement (Proteostasis Therapeutics, Inc.)

Preservation of Corporate Existence. The Company shall will preserve and maintain its corporate existence, existence and all rights, privileges privileges, and franchises necessary or desirable in the jurisdiction conduct of its incorporationbusiness. The Company will conduct its business in an orderly, efficient, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeregular manner.

Appears in 3 contracts

Samples: Convertible Subordinated Debenture Purchase Agreement (Bartol Timothy C), Convertible Subordinated Debenture Purchase Agreement (Rockford Corp), Convertible Subordinated Debenture Purchase Agreement (Rockford Corp)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 3 contracts

Samples: Securities Purchase Agreement (American International Holdings Corp.), Securities Purchase Agreement (American International Holdings Corp.), Securities Purchase Agreement (Helix TCS, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view the ownership or lease of property or the conduct of its business requires such qualification, licenses or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeapprovals.

Appears in 3 contracts

Samples: Pooling and Servicing Agreement (International Comfort Products Corp), Pooling and Servicing Agreement (International Comfort Products Corp), Pooling and Servicing Agreement (Healthcare Financial Partners Inc)

Preservation of Corporate Existence. The Company shall covenants and agrees that it will at all times (i) preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership or lease of its properties, and where the failure (ii) preserve and maintain all licenses and other rights to qualify use Intellectual Property owned or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of possessed by it and deemed by the Company taken as a wholeto be necessary or useful to the conduct of its business.

Appears in 2 contracts

Samples: Investors' Rights Agreement, Investors’ Rights Agreement (TNAV Holdings, Inc.)

Preservation of Corporate Existence. The Company shall preserve Etc. Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Sterion Inc), Credit Agreement (Aero Systems Engineering Inc)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation entity in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company GT Biopharma, taken as a whole.

Appears in 2 contracts

Samples: Settlement Agreement (GT Biopharma, Inc.), Settlement Agreement (GT Biopharma, Inc.)

Preservation of Corporate Existence. The Company shall Observe all procedures required by its certificate of incorporation and by-laws and preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationformation, and qualify and remain qualified, qualified in good standing as a foreign corporation entity in each other jurisdiction in which such qualification is necessary in view where the nature of its business or operations requires such qualification and where the failure to qualify or remain be so qualified might would reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (At&t Wireless Services Inc), Receivables Purchase Agreement (At&t Wireless Services Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its ----------------------------------- corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view where the nature of its business or operations and where the failure requires it to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholebe so qualified.

Appears in 2 contracts

Samples: Lease Receivables Sale and Contribution Agreement (Bankvest Capital Corp), Lease Receivables Purchase Agreement (Bankvest Capital Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the interests of any Purchaser, any Bank or remain qualified might reasonably have a Material Adverse Effect upon the financial conditionAgent hereunder or in the Pool Receivables, business or operations the ability of the Company taken as a wholeSeller or the Collection Agent to perform their respective obligations under this Agreement.

Appears in 2 contracts

Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh), Receivables Purchase and Sale Agreement (Northeast Utilities System)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its then-incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeCompany.

Appears in 2 contracts

Samples: Share Exchange Agreement (Ecoark Holdings, Inc.), Share Exchange Agreement (Ault Alliance, Inc.)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business and operations or operations and where the failure to qualify ownership or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations lease of the Company taken as a wholeits properties.

Appears in 2 contracts

Samples: Investor Rights Agreement (Applied Genetic Technologies Corp), Investor Rights Agreement (Applied Genetic Technologies Corp)

Preservation of Corporate Existence. The From the date hereof until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 2 contracts

Samples: Securities Exchange Agreement (AgEagle Aerial Systems Inc.), Securities Exchange Agreement (Unique Logistics International Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership of its properties. Preserve and where maintain all material licenses and other rights to use patents, processes, licenses, trademarks, trade names, inventions, intellectual property rights or copyrights owned or possessed by it and necessary to the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations conduct of the Company taken as a wholeits business.

Appears in 2 contracts

Samples: Series F Convertible Preferred Stock Purchase Agreement (Net Genesis Corp), Series D Convertible Preferred Stock Purchase Agreement (Net Genesis Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its ----------------------------------- corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership or lease of its properties. Preserve and where the failure maintain all licenses and other rights to qualify use Intellectual Property owned or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of possessed by it and deemed by the Company taken as a wholeto be necessary or useful to the conduct of its business.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Diamond Technology Partners Inc), Stock Purchase Agreement (Diamond Technology Partners Inc)

Preservation of Corporate Existence. The Company shall will preserve and maintain its corporate existence, existence and all of its rights, privileges and franchises necessary or desirable in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view normal conduct of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial conditionshall conduct its business in an orderly, business or operations of the Company taken as a wholeefficient and regular manner.

Appears in 2 contracts

Samples: Convertible Subordinated Debenture Amendment Agreement (Rockford Corp), Convertible Subordinated Debenture Amendment Agreement (Rockford Corp)

Preservation of Corporate Existence. The Company shall and each Subsidiary will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership of its properties. The Company and where each Subsidiary shall preserve and maintain all licenses and other rights to use patents, processes, licenses, trademarks, trade names, inventions or copyrights owned or possessed by it and necessary to the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations conduct of the Company taken as a wholeits business.

Appears in 2 contracts

Samples: Series E Preferred Stock Purchase Agreement (Higher One Holdings, Inc.), Investor Rights Agreement (Higher One Holdings, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, status as a "registered organization", rights, franchises and privileges and franchises solely in the jurisdiction of its incorporationincorporation or organization, and qualify and remain qualified, qualified in good standing as a foreign corporation entity in the jurisdiction where its principal place of business and its chief executive office are located and in each other jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualifications would have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Loan Agreement (Central Freight Lines Inc/Tx), Receivables Purchase Agreement (Central Freight Lines Inc/Tx)

Preservation of Corporate Existence. The Company It shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation organization in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might preserve and maintain such existence, rights, franchises, privileges and qualification could reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Guaranty (Hill-Rom Holdings, Inc.), Performance Guaranty (Hill-Rom Holdings, Inc.)

Preservation of Corporate Existence. The Company shall will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership or lease of its properties. Secure, preserve and where the failure maintain all licenses and other rights to qualify use Intellectual Property Rights owned or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of possessed by it and deemed by the Company taken as a wholeto be necessary to the conduct of its business.

Appears in 2 contracts

Samples: Investors' Rights Agreement (Convio, Inc.), Investors' Rights Agreement (Convio, Inc.)

Preservation of Corporate Existence. The Subject to the closing of the Merger, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Inuvo, Inc.), Securities Purchase Agreement

Preservation of Corporate Existence. The Company shall preserve (i) Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, incorporation and (ii) qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which where such qualification is necessary in view of its business or operations and required other than any jurisdiction where the failure so to qualify or remain qualified might reasonably would not have a Material Adverse Effect upon with respect to the financial condition, business or operations of the Company taken as a wholeCompany.

Appears in 2 contracts

Samples: Pooling Agreement (American Axle & Manufacturing Holdings Inc), Pooling Agreement (American Axle & Manufacturing Inc)

Preservation of Corporate Existence. The Company It shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the financial condition, business or operations interests of the Company taken as a wholeLender or the Program Manager or their ability to perform their respective obligations hereunder.

Appears in 2 contracts

Samples: Loan and Security Agreement (BioScrip, Inc.), Loan and Security Agreement (BioScrip, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation corporation, in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 2 contracts

Samples: Credit Agreement (PBSJ Corp /Fl/), Credit Agreement (PBSJ Corp /Fl/)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, licenses, permits, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure of such Person to qualify or remain qualified might reasonably have a Material Adverse Effect upon preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the financial condition, business or operations interests of the Company taken as Banks or the XX Xxxxx under this Agreement, or the ability of such Borrower to perform its obligations under this Agreement and the other Loan Documents to which such Borrower is a wholeparty.

Appears in 2 contracts

Samples: Credit Agreement (Uil Holdings Corp), Credit Agreement (Uil Holdings Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership of its properties; and where preserve and maintain all material licenses and other rights to use patents, processes, licenses, trademarks, trade names, inventions, intellectual property rights or copyrights owned or possessed by it and necessary to the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations conduct of the Company taken as a wholeits business.

Appears in 2 contracts

Samples: Convertible Note and Warrant Purchase Agreement (Photoelectron Corp), Convertible Note and Warrant Purchase Agreement (Photoelectron Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation limited liability company or corporation, as applicable, in each jurisdiction in which such qualification is necessary in view of its business or operations and is conducted except, with respect to the Servicer, where the failure to qualify or remain qualified might preserve and maintain such existence, rights, franchises, privileges and qualification could not reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Loan Agreement (Aspen Technology Inc /De/), Loan Agreement (Aspen Technology Inc /De/)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might would reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Healthy Choice Wellness Corp.), Securities Purchase Agreement (Healthier Choices Management Corp.)

Preservation of Corporate Existence. The Company shall and each Subsidiary will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, organization and qualify and remain qualified, qualified as a foreign corporation entities in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 2 contracts

Samples: Investor Rights Agreement, Investor Rights Agreement (Gomez Inc)

Preservation of Corporate Existence. The Company shall preserve (i) Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, incorporation and (ii) qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which where such qualification is necessary in view of its business or operations and required other than any jurisdiction where the failure so to qualify or remain qualified might reasonably would not have a Company Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Pooling Agreement (Lifestyle Furnishings International LTD), Pooling Agreement (Ingram Micro Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its ------------------------------------- corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation corporation, and maintain all necessary licenses and approvals, in each jurisdiction in which such qualification is necessary in view of its business or operations and except where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges, qualifications, licenses and approvals would not have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Receivables Purchase Agreement (Fairfield Communities Inc), Receivables Purchase Agreement (Fairfield Communities Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its -------------------------------------- corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation corporation, and maintain all necessary licenses and approvals, in each jurisdiction in which such qualification is necessary in view of its business or operations and jurisdiction, except where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges, qualifications, licenses and approvals would not have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 2 contracts

Samples: Pledge and Servicing Agreement (Fairfield Communities Inc), Credit Agreement (Fairfield Communities Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view where the nature of its business or operations and where the failure requires it to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholebe so qualified.

Appears in 1 contract

Samples: Asset Purchase Agreement (Litchfield Financial Corp /Ma)

Preservation of Corporate Existence. The Company shall It will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationformation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction where its business is conducted and which requires such qualification, and will maintain all requisite authority to conduct its business in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholerequires such authority.

Appears in 1 contract

Samples: Guaranty (United States Cellular Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations the ownership of its properties. Preserve and where maintain all material licenses and other rights to use patents, processes, licenses, trademarks, trade names, inventions, intellectual property rights or copyrights owned or possessed by it and necessary in any material respect to the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations conduct of the Company taken as a wholeits business.

Appears in 1 contract

Samples: Note Purchase Agreement (Vision Twenty One Inc)

Preservation of Corporate Existence. The Company It shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify preserve and maintain such existence, rights, franchises, privileges and qualifications would or remain qualified might could reasonably have be expected to have, individually or in the aggregate, a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Performance Guaranty (Mylan Inc.)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.. ​

Appears in 1 contract

Samples: Securities Purchase Agreement (Digital Brands Group, Inc.)

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Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure ownership or lease of its properties. The Company shall use its best efforts to qualify or remain qualified might reasonably have a Material Adverse Effect upon operate the financial condition, business or operations substantially in the manner operated as of the Company taken as a wholedate of this Agreement and will continue to dedicate the same or greater resources to, and endeavor to expand, its business and prospects.

Appears in 1 contract

Samples: Common Stock Purchase Agreement (Emerge Interactive Inc)

Preservation of Corporate Existence. The Until the Company becomes subject to the reporting requirements of Section 13 or 15(d) under the Exchange Act, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 1 contract

Samples: Securities Purchase Agreement (PishPosh, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeis conducted.

Appears in 1 contract

Samples: Purchase and Resale Agreement (Aspen Technology Inc /De/)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the interests of any Purchaser, any Bank or remain qualified might reasonably have a Material Adverse Effect upon the financial conditionAgent hereunder or in the Set Receivables, business or operations the ability of the Company taken as a wholeSeller or the Collection Agent to perform their respective obligations under this Agreement.

Appears in 1 contract

Samples: Receivables Purchase and Sale Agreement (North Atlantic Energy Corp /Nh)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate limited liability company existence, rights, franchises, licenses, permits and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualification could have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Warehouse Loan and Security Agreement (Financial Pacific Co)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its and its Material Subsidiaries’ corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where required, unless the failure to so preserve, maintain or qualify or remain qualified might reasonably does not and will not have a Material Adverse Effect upon the financial conditionEffect, business or operations and preserve and maintain all of the Company taken as a wholeits Proprietary Assets that are material to it and its Subsidiaries’ business.

Appears in 1 contract

Samples: Securities Purchase Agreement (Distributed Energy Systems Corp)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, privileges existence and franchises in the jurisdiction of its incorporationfranchises, and qualify be and remain qualified, qualified to do business as a foreign corporation in under the laws of each jurisdiction in which such qualification it is necessary in view of required to be qualified to conduct its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholebusiness.

Appears in 1 contract

Samples: Loan Agreement (Remote Knowledge Inc)

Preservation of Corporate Existence. The Company shall To preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business operation or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 1 contract

Samples: Mortgage Warehousing Agreement (Rock Financial Corp/Mi/)

Preservation of Corporate Existence. The Company shall and each Subsidiary will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, incorporation and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 1 contract

Samples: Investor Rights Agreement (Gomez Advisors Inc)

Preservation of Corporate Existence. The Until the End Date, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, incorporation and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 1 contract

Samples: Note and Warrant Purchase Agreement (Ehave, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in the jurisdiction where its principal place of business and its chief executive office are located and in each other jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualifications would have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Linc Capital Inc)

Preservation of Corporate Existence. The So long as the Warrant remains outstanding, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might would reasonably be expected to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Securities Purchase Agreement (Charge Enterprises, Inc.)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view where the nature of its business or operations requires it to be so qualified and where the failure to qualify may adversely affect the Purchaser or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeany other Affected Party.

Appears in 1 contract

Samples: Asset Purchase Agreement (Litchfield Financial Corp /Ma)

Preservation of Corporate Existence. The Company It shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary the character of the properties owned or leased by it or in view which the transaction of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholemakes such qualification necessary.

Appears in 1 contract

Samples: Loan and Security Agreement (Transcend Services Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, privileges privileges, licenses, franchises and franchises in the jurisdiction of its incorporation, permits and qualify and remain qualified, qualified as a foreign validly existing corporation in good standing in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeunder applicable law.

Appears in 1 contract

Samples: Credit Agreement (Riviera Tool Co)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in good standing in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and the ownership or lease of its properties, except where the failure to so qualify or remain qualified might reasonably would have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Datastream Systems Inc)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which its failure to maintain such qualification is necessary in view of would have a material adverse effect on its business or operations and where financial condition or its ability to perform its obligations under the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeFinancing Documents.

Appears in 1 contract

Samples: Letter of Credit Agreement (Hosokawa Micron International Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and -------------------------------------- maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in the jurisdiction where its principal place of business and its chief executive office are located and in each other jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualifications would have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Linc Capital Inc)

Preservation of Corporate Existence. The Company shall preserve Etc. Preserve and maintain its corporate existence, rights, privileges existence and franchises in the jurisdiction such of its incorporation, rights (charter and statutory) and privileges as are material to its business and operations; and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary in view material to its business and operations or the ownership of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeproperties.

Appears in 1 contract

Samples: Reimbursement Agreement (Pfsweb Inc)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole. Unless otherwise prohibited pursuant to the Transaction Documents, the foregoing obligation shall not, of itself, prohibit Fundamental Transaction.

Appears in 1 contract

Samples: Securities Purchase Agreement (MV Portfolios, Inc.)

Preservation of Corporate Existence. The Company shall for itself and each Subsidiary, preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.

Appears in 1 contract

Samples: Securities Purchase Agreement (OxySure Systems Inc)

Preservation of Corporate Existence. The Company It shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualification would have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Loan and Security Agreement

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view where the conduct of its business or operations and where the failure requires it to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholebe so qualified.

Appears in 1 contract

Samples: Receivables Purchase and Sale Agreement (Usa Finance Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, licenses, permits and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation corporation, in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, licenses, permits, privileges and qualification could have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Loan and Security Agreement (Onyx Acceptance Corp)

Preservation of Corporate Existence. The With the exception of Exelgen Limited, the Company’s wholly-owned subsidiary that is in the process of administration, the Company shall preserve and maintain its corporate existence, rights, privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company and its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Subscription Agreement (Commonwealth Biotechnologies Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate limited liability company existence, rights, franchises, licenses, permits and privileges and franchises in the jurisdiction of its incorporationorganization, and qualify and remain qualified, qualified in good standing as a foreign corporation limited liability company, in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualification could have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Warehouse and Security Agreement (Financial Pacific Co)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view where the nature of its business or operations and where the failure requires it to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a whole.be so qualified;

Appears in 1 contract

Samples: Sale and Servicing Agreement (Fidelity Leasing Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation corporation, and maintain all necessary licenses and approvals, in each jurisdiction in which such qualification is necessary in view of its business or operations and jurisdiction, except where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges, qualifications, licenses and approvals would not have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Credit Agreement (Fairfield Communities Inc)

Preservation of Corporate Existence. The Company shall preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or, in the determination of the Company, desirable in view of its business and operations or operations and where the failure to qualify ownership or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations lease of the Company taken as a wholeits properties.

Appears in 1 contract

Samples: Stockholders Agreement (K12 Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existenceexistence as a corporation, partnership or limited liability company, as applicable, and all rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good Purchase and Sale Agreement standing as a foreign corporation corporation, partnership or limited liability company, as applicable, in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might preserve and maintain such existence, rights, franchises, privileges and qualification would be reasonably likely to have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Purchase and Sale Agreement (CSS Industries Inc)

Preservation of Corporate Existence. The Company shall preserve Etc. Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction juris- diction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 1 contract

Samples: Revolving Credit Agreement (Bnccorp Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the financial condition, business or operations interests of the Company taken as a wholeOwners or the Agent hereunder or in the Pool Receivables, or the ability of the Seller or the Collection Agent to perform their respective obligations hereunder or under any other Purchase Document or any Contract.

Appears in 1 contract

Samples: Trade Receivables Purchase and Sale Agreement (Dial Corp /New/)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 1 contract

Samples: Series G Convertible Preferred Stock Purchase Agreement (Sitara Networks Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationincorporation or organization, and qualify and remain qualified, qualified in good standing as a foreign corporation entity in the jurisdiction where its principal place of business and its chief executive office are located and in each other jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualifications would have a Material Adverse Effect upon the financial condition, business material adverse effect on its ability to pay or operations of the Company taken as a wholeperform its obligations hereunder.

Appears in 1 contract

Samples: Loan Agreement (Toro Co)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate or limited liability company existence, as the case may be, rights, franchises and privileges and franchises in the jurisdiction of its incorporationincorporation or formation, and qualify and remain qualified, qualified in good standing as a foreign corporation or limited liability company, as the case may be, in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges and qualification would have a Seller Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Receivables Sale Agreement (Georgia Gulf Corp /De/)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, licenses, permits, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeBorrower to preserve and maintain such existence, rights, franchises, privileges and qualification would materially adversely affect the interests of the Banks under this Agreement, or the ability of the Borrower to perform its obligations under this Agreement and the other Loan Documents.

Appears in 1 contract

Samples: Credit Agreement (Uil Holdings Corp)

Preservation of Corporate Existence. The Company shall It will preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporationformation, and qualify and remain qualified, qualified in good standing as a foreign corporation limited liability company or other corporate entity in each jurisdiction in which such qualification is necessary in view of its business or operations and where the failure to qualify maintain such existence, rights, franchises, privileges and qualification has had, or remain qualified might could reasonably have be expected to have, a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Credit Agreement (Capitalsource Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, as a foreign corporation in each jurisdiction in which such qualification is necessary or desirable in view of its business and operations or operations and where the failure to qualify or remain qualified might reasonably have a Material Adverse Effect upon the financial condition, business or operations ownership of the Company taken as a wholeits properties.

Appears in 1 contract

Samples: Revolving Credit Agreement (Credit Store Inc)

Preservation of Corporate Existence. The Company shall preserve Preserve and maintain its corporate existence, rights, franchises and privileges and franchises in the jurisdiction of its incorporation, and qualify and remain qualified, qualified in good standing as a foreign corporation corporation, and maintain all necessary licenses and approvals, in each jurisdiction in which such qualification is necessary in view of its business or operations and except where the failure to qualify or remain qualified might reasonably preserve and maintain such existence, rights, franchises, privileges, qualifications, licenses and approvals would not have a Material Adverse Effect upon the financial condition, business or operations of the Company taken as a wholeEffect.

Appears in 1 contract

Samples: Receivables Purchase Agreement (Fairfield Communities Inc)

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