Preservation of Existence and Properties. Scope of Business, Compliance with Law,
Preservation of Existence and Properties. Scope of -------------------------------------------------- Business; Compliance with Law; Payment of Taxes and Claims; Preservation of --------------------------------------------------------------------------- Enforceability. From the Agreement Date and until the Repayment Date, the -------------- Borrower shall and shall cause each Subsidiary to (a) preserve and maintain its corporate existence and all of its other franchises, licenses, rights and privileges, (b) preserve, protect and obtain all Intellectual Property, and preserve and maintain in good repair, working order and condition all other properties, required for the conduct of its business, (c) engage only in businesses in substantially the same fields as the businesses conducted on the Agreement Date, (d) comply with Applicable Law, (e) pay or discharge when due all Taxes and all Liabilities that might become a Lien on any of its properties and (f) take all action and obtain all consents and Governmental Approvals required so that its obligations under the Loan Documents will at all times be legal, valid and binding and enforceable in accordance with their respective terms, except that this Section 4.1 (other than clauses (a), in so far as it requires any Loan Party to preserve its corporate existence, (c) and (f)) shall not apply in any circumstance where noncompliance, together with all other noncompliances with this Section 4.1, will not have a Materially Adverse Effect on (x) the Borrower and the Subsidiaries taken as a whole, (y) any Loan Document or (z) the Collateral. #90068563.
Preservation of Existence and Properties. The Borrower shall, and shall cause each Subsidiary to (a) preserve and maintain its corporate existence and all of its other franchises, licenses, rights and privileges and (b) preserve, protect and obtain all Intellectual Property, and preserve and maintain in good repair, working order and condition all other properties, required for the conduct of its business, except that this Section 4.01 (other than clause (a), in so far as it requires the Borrower or, subject to Section 5.02, the Significant Subsidiaries, to preserve its corporate existence) shall not apply in any circumstance where noncompliance, together with all other noncompliances with this Section 4.01, would not have a significant possibility of having a Materially Adverse Effect on (x) the Borrower and the Consolidated Subsidiaries taken as a whole or (y) any Loan Document.
Preservation of Existence and Properties. Scope of Business, Compliance with Law, Payment of Taxes and Claims, Preservation of Enforceability
Preservation of Existence and Properties. 26 Section 4.02 Scope of Business......................................................................26 Section 4.03 Compliance with Law; Payment of Taxes and Claims.......................................26 Section 4.04 Preservation of Enforceability.........................................................26 Section 4.05 Insurance..............................................................................26 Section 4.06 Use of Proceeds........................................................................26 Section 4.07 Ownership of Significant Subsidiaries..................................................27 Section 4.08 Delivery of Information................................................................27
Preservation of Existence and Properties. (a) Preserve and maintain its corporate (or, in the case of a Subsidiary that is not a corporation, its applicable other organizational) existence and, where applicable, good standing and all of its other material franchises, licenses, rights and privileges, and remain qualified to do business as a foreign corporation or other organization, as the case may be, in all jurisdictions in which the property or assets owned, leased, or operated by it or the nature of the business conducted by the Borrower or such Subsidiary requires such qualification, except for qualifications the lack of which, singly or in the aggregate, does not result in, and would not reasonably be expected to result in, a Material Adverse Effect, (b) preserve and protect all intellectual property which the Borrower in good faith determines to be material, (c) preserve and maintain in good repair, working order and condition, reasonable wear and tear excepted, all of its other material assets and other material properties and (d) engage only in businesses in substantially the same fields as the businesses conducted by the Borrower and/or its Subsidiaries on the date hereof or in fields reasonably related to such same fields; provided, however, that the Borrower or such Subsidiary shall not be required to preserve any such franchise license, right or privilege, or the corporate existence of any Subsidiary (it being agreed that the corporate existence of the Borrower must be maintained at all times), or maintain any such properties, if the Board of Directors of the Borrower shall in good faith determine that the preservation or maintenance thereof is no longer necessary or desirable in the conduct of the business of the Company and its Subsidiaries as a whole and that the loss thereof does not, and would not be reasonably be expected to, result, individually or in the aggregate, in a Material Adverse Effect; and provided, further, that the provisions of this Section 4.1 shall not prohibit (i) a sale, transfer or conveyance of a Subsidiary or any of its assets in compliance with the terms of this Loan Agreement, or (ii) a merger or consolidation made in compliance with the terms of this Loan Agreement.
Preservation of Existence and Properties. Scope of Business, Compliance with Law, Payment of Taxes and Claims, Preservation of Enforceability ......................................25 Section 4.02. Insurance ..............................................25 Section 4.03. Use of Proceeds ........................................26 Section 4.04. Guaranties .............................................26 Section 4.05. Liens ..................................................26 Section 4.06. Restricted Payments ....................................27 Section 4.07. Merger or Consolidation; Acquisitions ..................28 Section 4.08. Disposition of Assets ..................................30 Section 4.09. Indebtedness ...........................................31 Section 4.10. Transactions with Affiliates ...........................32 Section 4.11. Management .............................................32 (a) Management Agreement ...............................32 (b)
Preservation of Existence and Properties. Scope of Business, Compliance with Law, Payment of Taxes and Claims, Preservation of Enforceability. (a) Preserve and maintain its corporate or partnership existence, as the case may be (except as permitted by Section 4.07 and except for liquidation or dissolution of any Subsidiary in connection with or following the sale or other disposition of all or substantially all of the assets of such Subsidiary in a disposition permitted under Section 4.08), and, except as contemplated under Section 4.08, all of its other franchises, licenses, rights and privileges, including Cellular Licenses, (b) preserve, protect and obtain all Intellectual Property, and preserve and maintain in good repair, working order and condition all other properties, required for the conduct of its business, (c) comply with Applicable Law, including, without limitation, all laws applicable to the construction, ownership and operation of a Cellular System or the ownership and use of a Cellular License (including, without limitation, the Communications Act of 1934, and all rules and regulations of the FCC thereunder), (d) pay or discharge when due all Taxes and all Liabilities that are or might become a Lien on any of its properties and (e) take all action and obtain all consents and Governmental Approvals required so that its obligations under the Loan Documents will at all times be legal, valid and binding and enforceable in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally; provided, however, that this Section 4.01 (other than clause (a) above (insofar as it requires the Borrower to preserve its corporate or partnership existence, as the case may be) and clause (e) above) shall not apply in any circumstance where noncompliance, together with all other noncompliances with this Section 4.01, will not have a Materially Adverse Effect on (i) the Borrower and the Consolidated Subsidiaries taken as a whole, (ii) any Material Loan Document or (iii) the Collateral.
Preservation of Existence and Properties. Scope of Business, Compliance with Law, Payment of Taxes and Claims, Preservation of Enforceability . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 4.02. Insurance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 4.03. Additional Subsidiaries and Acquired Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31 Section 4.04. Use of Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 4.05. Indebtedness . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 4.06. Guaranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32 Section 4.07. Liens . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 4.08. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 4.09. Merger or Consolidation, Acquisitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33 Section 4.10. Disposition of Assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34 Section 4.11. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 4.12. Operating Leases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36 Section 4.13. Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
Preservation of Existence and Properties. Scope of Business, Compliance with Law, Payment of Taxes and Claims, Preservation of Enforceability. (a) Preserve and maintain its corporate existence and all of its other franchises, licenses, rights and privileges, (b) preserve, protect and obtain all Intellectual Property, and preserve and maintain in good repair, working order and condition all other properties, required for the conduct of its business, (c) engage only in businesses in substantially the same fields as the businesses conducted on the Agreement Date, or in other businesses directly related thereto, (d) comply with Applicable Law, (e) pay or discharge when due all Taxes and all Liabilities that might become a Lien on any of its properties and (f) take all action and obtain all consents and Governmental Approvals required so that its obligations under the Loan Documents will at all times be legal, valid and binding and enforceable in accordance with their respective terms, except that this Section 4.01 (other than clauses (a), in so far as it requires any Loan Party to preserve its corporate existence, (c) and (f)) shall not apply in any circumstance where noncompliance, together with all other noncompliances with this Section 4.01, will not have a Materially Adverse Effect on (x) the Borrower and the Consolidated Subsidiaries taken as a whole, (y) any Loan Document or (z) the Collateral.
