Common use of Consolidated Corporate Franchises Clause in Contracts

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 38 contracts

Samples: Security Agreement (Rockwood Holdings, Inc.), Credit Agreement (Dollar General Corp), Term Loan Credit Agreement (McJunkin Red Man Holding Corp)

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Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction otherwise permitted hereby, including under Section 10.2, 10.3, 10.4 or 10.5.

Appears in 16 contracts

Samples: Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Corp.), Credit Agreement (Vistra Energy Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 16 contracts

Samples: Possession Credit Agreement (EP Energy LLC), Credit Agreement (Athlon Energy Inc.), Credit Agreement (Range Resources Corp)

Consolidated Corporate Franchises. The Parent Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Parent Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 11 contracts

Samples: Credit Agreement (Hca Inc/Tn), Credit Agreement (HCA Healthcare, Inc.), Credit Agreement (HCA Holdings, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, provided that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 9 contracts

Samples: Credit Agreement (LPL Financial Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.), Fourth Amendment Agreement (LPL Financial Holdings Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 8 contracts

Samples: Junior Priority Intercreditor Agreement (MultiPlan Corp), Incremental Agreement (Grocery Outlet Holding Corp.), Intercompany Loan Agreement (Grocery Outlet Holding Corp.)

Consolidated Corporate Franchises. The Borrower will do, and the Borrower will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.510.10.

Appears in 8 contracts

Samples: Credit Agreement (Intelsat LTD), Credit Agreement (Intelsat LTD), Credit Agreement (Intelsat LTD)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 10.3 or 10.510.4.

Appears in 7 contracts

Samples: Credit Agreement (Bristol West Holdings Inc), Credit Agreement (Bristol West Holdings Inc), Credit Agreement (Bristol West Holdings Inc)

Consolidated Corporate Franchises. The Borrower will do, and the Borrower will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 7 contracts

Samples: Credit Agreement, 3 and Waiver (Intelsat S.A.), Credit Agreement (Intelsat S.A.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 7 contracts

Samples: Credit Agreement (Amsurg Corp), Incremental Agreement (Snap One Holdings Corp.), Credit Agreement (Amsurg Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction otherwise permitted hereby, including under Section 10.2, 10.3, 10.4 or 10.5.

Appears in 6 contracts

Samples: Term Loan Credit Agreement (Avaya Holdings Corp.), Term Loan Credit Agreement (Avaya Holdings Corp.), Credit Agreement (Avaya Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 6 contracts

Samples: Security Agreement (Energy Future Competitive Holdings Co LLC), Credit Agreement (Energy Future Holdings Corp /TX/), Credit Agreement (Energy Future Competitive Holdings CO)

Consolidated Corporate Franchises. The Each of Holdings, the Borrower and the Canadian Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 5 contracts

Samples: Assignment and Acceptance (Sealy Corp), Credit Agreement (Sealy Corp), Credit Agreement (Sealy Mattress CORP)

Consolidated Corporate Franchises. The Each of Holdings and the Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 5 contracts

Samples: Credit Agreement (Accellent Corp.), Credit Agreement (Sealy Corp), Credit Agreement (Sealy Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section 10.311.3, 10.4 11.4 or 10.511.5.

Appears in 4 contracts

Samples: Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each of its Subsidiaries that is a Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 4 contracts

Samples: Credit Agreement (Laureate Education, Inc.), Credit Agreement (Laureate Education, Inc.), Collateral Agreement (Laureate Education, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and the Borrower will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 4 contracts

Samples: Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.), Credit Agreement (Intelsat S.A.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.311.3, 10.4 11.4 or 10.511.5.

Appears in 4 contracts

Samples: Collateral Agency Agreement (California Resources Corp), Passu Intercreditor Agreement (California Resources Corp), Credit Agreement (California Resources Corp)

Consolidated Corporate Franchises. The Borrower Borrowers will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower Borrowers and its their Restricted Subsidiaries may consummate any transaction specifically permitted under Section 10.3, 10.4 or 10.5this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Milacron Holdings Corp.), Canadian Security Agreement (Milacron Holdings Corp.), Credit Agreement (Milacron Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section Sections 10.3, 10.4 or 10.5.

Appears in 3 contracts

Samples: Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp), Credit Agreement (Mach Natural Resources Lp)

Consolidated Corporate Franchises. The Each of the US Borrower and the UK Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the US Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 3 contracts

Samples: Security Agreement (Rockwood Specialties Group Inc), Credit Agreement (Rockwood Specialties Group Inc), Credit Agreement (Rockwood Holdings, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 3 contracts

Samples: Credit Agreement (HCA Healthcare, Inc.), Restatement Agreement (HCA Healthcare, Inc.), Restatement Agreement (HCA Healthcare, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction specifically permitted under Section 10.3, 10.4 or 10.5this Agreement.

Appears in 3 contracts

Samples: Term Loan Agreement (Milacron Holdings Corp.), Term Loan Agreement (Milacron Holdings Corp.), Term Loan Agreement (Milacron Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each of its Material Subsidiary Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under by Section 10.3, 10.4 or 10.58.02 will not constitute a breach of this Section 7.05.

Appears in 2 contracts

Samples: Credit Agreement (Rj Reynolds Tobacco Holdings Inc), Credit Agreement (Rj Reynolds Tobacco Holdings Inc)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.. 9.6

Appears in 2 contracts

Samples: Credit Agreement (Snap One Holdings Corp.), Credit Agreement (Snap One Holdings Corp.)

Consolidated Corporate Franchises. The Each of the Parent Companies, Holdings, the US Borrower and the UK Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the US Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Credit Agreement (Rockwood Specialties Group Inc), Credit Agreement (Rockwood Specialties Group Inc)

Consolidated Corporate Franchises. The Holdings and the Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that Holdings, the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section Sections 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Goodman Sales CO), Lease Agreement (Goodman Global Group, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Credit Agreement (KKR Financial Holdings LLC), Security Agreement (KKR Financial Holdings LLC)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Credit Agreement (Serena Software Inc), Security Agreement (Serena Software Inc)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate material rights and authority, except to the extent that unless the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under by Section 10.3, 10.4 or 10.58.02 will not constitute a breach of this Section 7.05.

Appears in 2 contracts

Samples: Credit Agreement (Global Marine Inc), Credit Agreement (Global Marine Inc)

Consolidated Corporate Franchises. The Holdings and the Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that Holdings, the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Credit Agreement (LPL Investment Holdings Inc.), Credit Agreement (LPL Investment Holdings Inc.)

Consolidated Corporate Franchises. The Holdings, the Borrower and the Canadian Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its legal existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Credit Agreement (Visant Corp), Credit Agreement (Jostens IH Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could couldwould not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Joinder Agreement (HCA Healthcare, Inc.), Credit Agreement (HCA Healthcare, Inc.)

Consolidated Corporate Franchises. The Borrower will dowill, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Credit Agreement (MultiPlan Corp), Security Agreement (MultiPlan Corp)

Consolidated Corporate Franchises. The Holdings and the Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that Holdings, the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3Sections 9.3, 10.4 9.4 or 10.59.5.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (Goodman Sales CO), Lease Agreement (Goodman Global Group, Inc.)

Consolidated Corporate Franchises. The Borrower Holdings and the Borrowers will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its legal existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower Borrowers and its their respective Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 2 contracts

Samples: Senior Subordinated Loan Agreement (Premdor Finace LLC), Credit Agreement (Premdor Finace LLC)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.2, 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Security Agreement (Energy Future Competitive Holdings Co LLC)

Consolidated Corporate Franchises. The Each Borrower will do, and will cause each of its respective Subsidiaries that is a Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Parent Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not 150 reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (First Data Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 10.1 or 10.5.

Appears in 1 contract

Samples: Bridge Loan Agreement (Rockwood Holdings, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges, franchises and authority, except to the extent that the failure to do so (other than with respect to preserving the existence of the Borrower) could not reasonably be expected to have a Material Adverse Effect; provided, however, provided that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.. 9.7

Appears in 1 contract

Samples: Credit Agreement (GCM Grosvenor Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each of its Subsidiaries that is a Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.. 9.6

Appears in 1 contract

Samples: Second Lien Intercreditor Agreement

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.310.1, 10.4 10.5 or 10.5the definition of "Permitted Investment."

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (Rockwood Specialties Group Inc)

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Consolidated Corporate Franchises. The Each of Holdings and the Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 10.3 or 10.510.4.

Appears in 1 contract

Samples: Senior Unsecured Credit Agreement (Sealy Corp)

Consolidated Corporate Franchises. The Each Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the any Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.310.2.3, 10.4 10.2.4 or 10.5.10.2.5. 125

Appears in 1 contract

Samples: Loan, Security and Guarantee Agreement (South Texas Supply Company, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each of its Material Subsidiary Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate material rights and authority, except to the extent that unless the failure to do so could is not reasonably be expected likely to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any transaction permitted under by Section 10.3, 10.4 or 10.58.02 will not constitute a breach of this Section 7.05.

Appears in 1 contract

Samples: Credit Agreement (Ensco International Inc)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges, franchises and authority, except to the extent that the failure to do so (other than with respect to preserving the existence of the Borrower) could not reasonably be expected to have a Material Adverse Effect; provided, however, provided that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (GCM Grosvenor Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not 135 reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: 2016 October Joinder Agreement (First Data Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, corporate material rights and authority, except to the extent that unless the failure to do so could is not reasonably be expected likely to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any transaction permitted under by Section 10.3, 10.4 or 10.58.02 will not constitute a breach of this Section 7.05.

Appears in 1 contract

Samples: Credit Agreement (Noble Drilling Corp)

Consolidated Corporate Franchises. The Each Borrower will do, and will cause each of its respective Subsidiaries that is a Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate 165 rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Parent Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (Laureate Education, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Specified Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (Brunos Inc)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3‎10.3, 10.4 ‎10.4 or 10.5‎10.5.

Appears in 1 contract

Samples: Credit Agreement (MultiPlan Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section 10.39.3, 10.4 9.4 or 10.59.5.

Appears in 1 contract

Samples: Intercreditor Agreement (Lilis Energy, Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.38.3, 10.4 8.4 or 10.58.5.

Appears in 1 contract

Samples: Possession Credit Agreement (Energy Future Holdings Corp /TX/)

Consolidated Corporate Franchises. The Borrower will do, and --------------------------------- will cause each Material Subsidiary Subsidiary, if any, to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate material rights and authority, authority except to the extent that the failure to do so could any such action or omission would not be reasonably be expected likely to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any -------- transaction permitted under by Section 10.3, 10.4 or 10.58.02 will not constitute a breach of this Section 7.05.

Appears in 1 contract

Samples: Credit Agreement (Unilab Corp /De/)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section Sections 10.3, 10.4 or 10.510.5 of the XxXxxxxx Opco Credit Agreements.

Appears in 1 contract

Samples: Term Loan Credit Agreement (McJunkin Red Man Holding Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate material rights and authority, except to the extent that unless the failure to do so could is not reasonably be expected likely to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any transaction permitted under by Section 10.3, 10.4 or 10.58.02 will not constitute a breach of this Section 7.05.

Appears in 1 contract

Samples: Credit Agreement (Diamond Offshore Drilling Inc)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.. 9.6

Appears in 1 contract

Samples: Credit Agreement (EP Energy Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Subsidiaries may consummate any transaction otherwise permitted hereby, including under Section 10.2, 10.3, 10.4 or 10.5.. 131 9.6

Appears in 1 contract

Samples: Credit Agreement (Avaya Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, 186 AMERICAS 122173769123894352 however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction otherwise permitted hereby, including under Section 10.2, 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (Vistra Corp.)

Consolidated Corporate Franchises. The Borrower Company will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower Company and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Joinder Agreement (IPC Systems Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.312.3, 10.4 12.4 or 10.512.5.

Appears in 1 contract

Samples: Credit Agreement (Texas Genco Inc.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary of the Restricted Subsidiaries to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights rights, privileges and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (Snap One Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Restricted Subsidiaries may consummate any transaction otherwise permitted hereby, including under Section 10.2, 10.3, 10.4 or 10.5.. 9.6

Appears in 1 contract

Samples: Term Loan Credit Agreement (Avaya Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and the Borrower will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.. Table of Contents

Appears in 1 contract

Samples: Credit Agreement (Intelsat S.A.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary that is a Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its the Subsidiaries may consummate any transaction otherwise permitted hereby, including under Section 10.2, 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Possession Credit Agreement (Avaya Holdings Corp.)

Consolidated Corporate Franchises. The Borrower Company will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect; providedprovided , however, that the Borrower Company and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: First Lien Credit Agreement (IPC Systems Holdings Corp.)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect; provided, however, that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.3, 10.4 or 10.5.

Appears in 1 contract

Samples: Credit Agreement (Accellent Inc)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any transaction permitted under Section 10.311.3, 10.4 11.4 or 10.511.5.

Appears in 1 contract

Samples: Possession Credit Agreement (California Resources Corp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Restricted Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its existence, corporate rights and authority, except to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Borrower and its Restricted Subsidiaries may consummate any transaction permitted under Section Sections 10.3, 10.4 11.4 or 10.511.5.

Appears in 1 contract

Samples: Credit Agreement (Mach Natural Resources Lp)

Consolidated Corporate Franchises. The Borrower will do, and will cause each Material Subsidiary to do, or cause to be done, all things necessary to preserve and keep in full force and effect its corporate existence, corporate material rights and authority, except to the extent that unless the failure to do so could is not reasonably be expected likely to have a Material Adverse Effect; provided, however, provided that the Borrower and its Subsidiaries may consummate any transaction permitted under by Section 10.3, 10.4 or 10.59.02 will not constitute a breach of this Section 8.05.

Appears in 1 contract

Samples: Credit Agreement (Noble Drilling Corp)

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