Common use of Corporate Existence, Etc Clause in Contracts

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 19 contracts

Samples: Defined Terms (Broadmark Realty Capital Inc.), Note Purchase Agreement (Barings BDC, Inc.), Master Note Purchase Agreement (Crescent Capital BDC, Inc.)

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Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 9 contracts

Samples: Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/), Note Purchase Agreement (Mettler Toledo International Inc/)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Wholly‑Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 9 contracts

Samples: Purchase Agreement (Tortoise Pipeline & Energy Fund, Inc.), Note Purchase Agreement (Tortoise Midstream Energy Fund, Inc.), Note Purchase Agreement (Tortoise MLP Fund, Inc.)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 6 contracts

Samples: Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp), Note Purchase Agreement (Meredith Corp)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 6 contracts

Samples: Note Purchase Agreement (Piper Jaffray Companies), Note Purchase Agreement (Deltic Timber Corp), Note Purchase Agreement (Piper Jaffray Companies)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Wholly Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 6 contracts

Samples: Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc), Guaranty Agreement (Caseys General Stores Inc)

Corporate Existence, Etc. Subject to Section 10.210.5(c), the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 6 contracts

Samples: Guaranty Agreement (Tiffany & Co), Guaranty Agreement (Tiffany & Co), Note Purchase Agreement (Tiffany & Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Wholly‑Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc), Note Purchase Agreement (South Jersey Industries Inc)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.6 and 10.7, the Company each Obligor will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.6 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Patterson Companies (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.), Patterson Companies (Patterson Companies, Inc.)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Note Purchase Agreement (Tortoise MLP Fund, Inc.), Securities Purchase Agreement (Tortoise MLP Fund, Inc.), Tortoise Power (Tortoise Power & Energy Infrastructure Fund Inc)

Corporate Existence, Etc. Subject to Section 10.210.11, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.10 and 10.11, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp), Note Purchase Agreement (Marcus Corp)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 5 contracts

Samples: Guaranty Agreement (Evercore Partners Inc.), Note Purchase Agreement (Myers Industries Inc), Note Purchase Agreement (Evercore Inc.)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.6 and 10.7, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 5 contracts

Samples: Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co), Note Purchase Agreement (Stepan Co)

Corporate Existence, Etc. Subject to Section 10.2, the The Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Consolidated Subsidiaries (unless merged into the Company or a Wholly-Owned Consolidated Subsidiary) and all rights and franchises of the Company and its Consolidated Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD), Note Purchase Agreement (American Capital Strategies LTD)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless dissolved or merged into the Company or a Wholly-Owned Subsidiary) and all Material rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Public Service Co of New Mexico), Note Purchase Agreement (Texas New Mexico Power Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Note Purchase Agreement (Associated Estates Realty Corp), Note Purchase Agreement (Jacobs Engineering Group Inc /De/), Agreement (W. P. Carey Inc.)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Guaranty Agreement (Patterson Uti Energy Inc), Note Purchase Agreement (Andersons Inc), Note Purchase Agreement (Snyder's-Lance, Inc.)

Corporate Existence, Etc. Subject to Section 10.2, the The Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Uil Holdings Corp, Uil Holdings Corp, Uil Holdings Corp

Corporate Existence, Etc. Subject to Section 10.2, the The Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises (as franchisee) of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Guarantee Agreement (Spartech Corp), Guarantee Agreement (Spartech Corp), Note Purchase Agreement (Cpi Corp)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Wholly Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 4 contracts

Samples: Note Purchase Agreement (Teledyne Technologies Inc), Agreement (Teledyne Technologies Inc), Note Purchase Agreement (Teledyne Technologies Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, unless the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Henry Schein Inc), Master Note Purchase Agreement (Henry Schein Inc), Private Shelf Agreement (Henry Schein Inc)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiaryan Affiliate) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp), Note Purchase Agreement (Uil Holdings Corp)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence and the Company will at all times preserve and keep in full force and effect the corporate or other organizational existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate or other organizational existence, right or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Guarantee Agreement (Yamana Gold Inc), Yamana Gold (Yamana Gold Inc), Note Purchase Agreement (Yamana Gold Inc.)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.2 and 10.9, the Company Obligors will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect their respective corporate or partnership existences (as applicable), and the Company Obligors will at all times preserve and keep in full force and effect the corporate existence of each of its their Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company Obligors and its their Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect the corporate existence of any Subsidiary (other than the Company), or any such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Firstservice Corporation (Firstservice Corp), Note and Guarantee Agreement (Firstservice Corp), Firstservice Corporation (Firstservice Corp)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, unless the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Private Shelf Agreement (Henry Schein Inc), Private Shelf Agreement (Henry Schein Inc), Master Note Purchase Agreement (Henry Schein Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Note Purchase Agreement (Littelfuse Inc /De), Subsidiary Guaranty Agreement (Littelfuse Inc /De), Gas Natural Inc.

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect its corporate existence and the corporate or other applicable existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned another Subsidiary) and all rights rights, privileges, permits, licenses and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate or other applicable existence, right right, privilege, permit, license or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Guaranty Agreement (Tampa Electric Co), Note Purchase Agreement (Tampa Electric Co), Guaranty Agreement (Tampa Electric Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Securities Purchase Agreement (Tortoise MLP Fund, Inc.), Note Purchase Agreement, Note Purchase Agreement (Keyspan Corp)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.4 and 10.5, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Note Purchase Agreement (Dentsply International Inc /De/), Dentsply International (Dentsply International Inc /De/), Dentsply International Inc /De/

Corporate Existence, Etc. Subject to Section 10.2, the The Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.211.2 and Section 11.7, the Company will at all times preserve and keep in full force and effect the corporate or other entity existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Note Purchase Agreement (Invacare Corp), Note Purchase Agreement (Invacare Corp), Purchase Agreement (Invacare Corp)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Subsidiary Guaranty Agreement (Eagle Materials Inc), Note Purchase Agreement (Cleveland Cliffs Inc), Subsidiary Guaranty Agreement (Molex Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: ServisFirst Bancshares, Inc., ServisFirst Bancshares, Inc., ServisFirst Bancshares, Inc.

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Master Note Purchase Agreement (Cerner Corp /Mo/), Master Note Agreement (CERNER Corp), Master Note Agreement (CERNER Corp)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 3 contracts

Samples: Supplemental Agreement (Old Dominion Freight Line Inc/Va), Note Purchase Agreement (Old Dominion Freight Line Inc/Va), Note Purchase Agreement (Old Dominion Freight Line Inc/Va)

Corporate Existence, Etc. Subject to Section 10.2, the Company each Obligor will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.3, the Company each Obligor will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company Obligors and its their Subsidiaries unless, in the good faith judgment of the CompanyObligors, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V), Note Purchase and Guarantee Agreement (Chicago Bridge & Iron Co N V)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises Material to the conduct of the business of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Jackson Hewitt Tax Service Inc), Jackson Hewitt Tax Service Inc

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Alabama Gas Corp), Note Purchase Agreement (Alabama Gas Corp)

Corporate Existence, Etc. Subject to Section 10.210.1, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.210.1, the Company will at all times preserve and keep in full force and effect the corporate (or equivalent) existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (SJW Group), Note Purchase Agreement (SJW Group)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.4 and 10.5, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Miller Herman Inc), Note Purchase Agreement (Miller Herman Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Wholly‑Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Guaranty Agreement (Ugi Utilities Inc), Guaranty Agreement (Ugi Utilities Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve Sections 10.5 and keep its corporate existence in full force and effect. Subject to Section 10.210.6, the Company will at all times preserve and keep in full force and effect its corporate existence, and will at all times preserve and keep in full force and effect the corporate or other similar legal entity existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effectmaterially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Company and its Subsidiaries taken as a whole.

Appears in 2 contracts

Samples: Note Purchase Agreement (Evans Bob Farms Inc), Note Purchase Agreement (Evans Bob Farms Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.9, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Arch Chemicals Inc), Note Purchase and Private Shelf Agreement (Arch Chemicals Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ecolab Inc), Subsidiary Guarantee Agreement (Ecolab Inc)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Fair Isaac Corp), Fair Isaac Corp

Corporate Existence, Etc. Subject to Section 10.210.7, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase and Private Shelf Agreement (Mdu Resources Group Inc), Master Shelf Agreement (Mdu Resources Group Inc)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.6 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Private Shelf Agreement (Azz Inc), Note Purchase Agreement (Azz Inc)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Perkinelmer Inc), Note Purchase Agreement (Perkinelmer Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Ugi Corp /Pa/), Guaranty Agreement (Ugi Corp /Pa/)

Corporate Existence, Etc. Subject to Section 10.2SECTION 10.7, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2SECTION 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (St Joe Co), Subsidiary Guaranty Agreement (St Joe Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Wholly‑Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Toro Co), Note Purchase Agreement (Toro Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.6, the Company will at all times preserve and keep in full force and effect its corporate existence. Subject to Sections 10.5 and 10.6 the corporate Company will at all times preserve and keep in full force and effect the legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate legal existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (International Speedway Corp), Note Purchase Agreement (International Speedway Corp)

Corporate Existence, Etc. Subject to Section 10.210.4, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.210.4, the Company will at all times preserve and keep in full force and effect the corporate organizational existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Green Brick Partners, Inc.), Note Purchase Agreement (Green Brick Partners, Inc.)

Corporate Existence, Etc. Subject to Section 10.27.02, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, and the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Subsidiaries Restricted Subsidiaries, unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit and Term Loan Agreement (Waste Management Inc), Credit and Term Loan Agreement (Waste Management Inc)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, unless the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Intercreditor Agreement (Modine Manufacturing Co), Modine Manufacturing Co

Corporate Existence, Etc. Subject to Section 10.2Sections 10.6 and 10.7, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Master Note Agreement (Stepan Co), Defined Terms (Stepan Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (C. H. Robinson Worldwide, Inc.), Note Purchase Agreement (C H Robinson Worldwide Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Guaranty Agreement (Woodward Governor Co), Guaranty Agreement (Woodward Governor Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Consolidated Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (Kirby Corp), Kirby Corp

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate legal existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate legal existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Purchase Agreement (CION Investment Corp), Note Purchase Agreement (CION Investment Corp)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.4 and 10.5, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Restricted Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Sigma Aldrich Corp), Hain Celestial Group Inc

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.9, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Master Note Purchase Agreement (Arch Chemicals Inc), Master Note Purchase Agreement (Arch Chemicals Inc)

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Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate or other legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, unless the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Collateral Agency Agreement (Modine Manufacturing Co), Modine Manufacturing Co

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, Sections 10.2 and 10.7 the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: Note Purchase Agreement (RGC Resources Inc), Private Shelf Agreement (RGC Resources Inc)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned another Subsidiary) and all rights licenses and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right license or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 2 contracts

Samples: MCG Capital Corp, MCG Capital Corp

Corporate Existence, Etc. Subject to Section 10.210.4, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, the Company and will at all times preserve and keep in full force and effect the corporate existence of each of its Significant Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. AVON PRODUCTS, INC. NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Note Purchase Agreement (Avon Products Inc)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.6 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.. AZZ incorporated Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (Azz Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect. Section 9.6.

Appears in 1 contract

Samples: Note Purchase Agreement (Regal Rexnord Corp)

Corporate Existence, Etc. Subject to Section 10.210.1, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 9.1 and 10.1, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Material Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Material Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would will not, directly or indirectly and individually or in the aggregate, have result in a Material Adverse Effect.

Appears in 1 contract

Samples: Note Assumption and Exchange Agreement (Consolidated Edison Inc)

Corporate Existence, Etc. Subject to Section 10.210.9, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.8 and 10.9, the Company will at all times preserve and keep in full force and effect the corporate corporate, limited partnership or limited liability company existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Egl Inc

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.. OWL ROCK CAPITAL CORPORATION III NOTE PURCHASE AGREEMENT

Appears in 1 contract

Samples: Master Note Purchase Agreement (Owl Rock Capital Corp III)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.210.2 and Section 10.8, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Resmed Inc)

Corporate Existence, Etc. Subject to Section 10.210.3, the Company will at all times preserve and keep its corporate or trust, as applicable, existence in full force and effect. Subject to Section 10.2, the The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (El Paso Electric Co /Tx/)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate or other existence of each of its Subsidiaries Subsidiary (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate or other existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Equity One, Inc.)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate legal existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (G&k Services Inc)

Corporate Existence, Etc. Subject to Section 10.2, the The Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.6 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged or liquidated into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effectmaterially adverse effect on the business, operations, affairs, financial condition, properties or assets of the Company and its Subsidiaries taken as a whole.

Appears in 1 contract

Samples: Note Purchase Agreement (Guilford Mills Inc)

Corporate Existence, Etc. Subject to Section 10.210.7(a), the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Dames & Moore Inc /De/)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: 2022 Note Purchase Agreement (Regal Rexnord Corp)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.4 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned another Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Signet Group PLC)

Corporate Existence, Etc. Subject to Section 10.210.1, the Company each Obligor will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section Sections 10.1 and 10.2, the Company each Obligor will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company each Obligor and its Subsidiaries unless, in the good faith judgment of the CompanyObligors, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Agl Resources Inc)

Corporate Existence, Etc. Subject to Section 10.210.5(c), the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Guaranty Agreement (Tiffany & Co)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company a Note Party or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Guaranty Agreement (Federated Hermes, Inc.)

Corporate Existence, Etc. Subject to Section 10.210.7, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.7, 10.8 and 10.9, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Granite Construction Inc)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.210.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Whollywholly-Owned owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.. MSC Industrial Direct Co., Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Note Purchase Agreement (MSC Industrial Direct Co Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (South Jersey Industries Inc)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.5 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate or other existence of each of its Subsidiaries (unless merged into the Company or a Whollywholly-Owned owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Barnes Group Inc)

Corporate Existence, Etc. Subject to Section 10.210.3, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned wholly‑owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the CompanyCompany or such Subsidiary, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Essential Utilities, Inc.

Corporate Existence, Etc. Subject to Section 10.210.7, the each Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.7 and 10.8, the each Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the a Company or a Wholly-Owned Subsidiary) and all rights and franchises of the each Company and its Subsidiaries unless, in the good faith judgment of the such Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: KMG Chemicals (KMG Chemicals Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Master Note Purchase Agreement (Idex Corp /De/)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.. Morningstar, Inc. Note Purchase Agreement

Appears in 1 contract

Samples: Subsidiary Guaranty Agreement (Morningstar, Inc.)

Corporate Existence, Etc. Subject to Section 10.210.5, each of the Issuer and the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.4 and 10.5, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its other Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Guarantee Agreement (Cordiant Communications Group PLC /Adr)

Corporate Existence, Etc. Subject to Section 10.210.5, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Material Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Material Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (ITC Holdings Corp.)

Corporate Existence, Etc. Subject to Section 10.211.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the The Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement

Corporate Existence, Etc. Subject to Section 10.2, the The Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 9.3, 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Dentsply International Inc /De/)

Corporate Existence, Etc. Subject to Section 10.210.3, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.210.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Layne Christensen Company (Layne Christensen Co)

Corporate Existence, Etc. Subject to Section 10.2Sections 10.7 and 10.8, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2effect its corporate existence, and the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Homeservices Com Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effect. Subject to Section 10.2Sections 10.2 and 10.7, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect. Section 9.6.

Appears in 1 contract

Samples: Note Purchase Agreement (Ugi Corp /Pa/)

Corporate Existence, Etc. Subject to Section 10.210.6, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.210.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Master Shelf Agreement (Mdu Resources Group Inc)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2Sections 10.2 and 10.6, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the CompanyCompany or Subsidiary, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Note Purchase Agreement (Smith & Nephew PLC)

Corporate Existence, Etc. (a) Subject to Section 10.210.3, the Company will at all times preserve and keep its corporate existence in full force and effect. (b) Subject to Section 10.2Sections 10.1 and 10.3, the Company will at all times preserve and keep in full force and effect the corporate existence of each of its Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would not, individually or in the aggregate, have a Material Adverse Effect. Section 9.6.

Appears in 1 contract

Samples: Note Purchase Agreement (Golden State Water CO)

Corporate Existence, Etc. Subject to Section 10.2, the Company will at all times preserve and keep its corporate existence in full force and effecteffect its corporate existence. Subject to Section 10.2, the Company will at all times preserve and keep in full force and effect the corporate (or other) existence of each of its Restricted Subsidiaries (unless merged into the Company or a Wholly-Owned Subsidiary) and all rights and franchises of the Company and its Restricted Subsidiaries unless, in the good faith judgment of the Company, the termination of or failure to preserve and keep in full force and effect such corporate existence, right or franchise would could not, individually or in the aggregate, have a Material Adverse Effect.

Appears in 1 contract

Samples: Private Shelf Agreement (Aecom Technology Corp)

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