Common use of Corporate Existence; Maintenance of Properties Clause in Contracts

Corporate Existence; Maintenance of Properties. The Company will, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, nothing in this 9.7 shall prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution or liquidation, consolidation or merger is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence (except as otherwise expressly permitted by the first sentence of Section 5.11), and will do or cause to be done all things commercially reasonable to preserve and keep in full force and effect its franchises; and the Borrower will, and will cause each of the other Hasbro Companies its Significant Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will (a) cause all of its properties used and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment equipment, and will (b) cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower or its Significant Subsidiaries (as applicable) may be necessary necessary, so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 5.06 shall prevent the Company Borrower or any of its Subsidiaries from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, properties if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the sole judgment of the CompanyBorrower or its Subsidiary, as the case may be, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which do does not in the aggregate have materially adversely affect the business, properties or financial condition of the Borrower and its Subsidiaries, taken as a Material Adverse Effectwhole; provided further that nothing in this Section 5.06 shall affect or impair in any manner the ability of the Borrower or any of its Subsidiaries to sell or dispose of all or any portion of its property and assets (including, without limitation, its shares in any Subsidiary or all or any portion of the property or assets of any Subsidiary); and provided finally that, in the event of any loss or damage to its property or assets, the Borrower and its Subsidiaries shall only be obligated to repair, replace or restore any such property or assets if the Borrower or the relevant Subsidiary has determined that such repair, replacement or restoration is necessary or appropriate and any such repair, replacement and/or restoration may be effectuated by the Borrower or such Subsidiary in such time period and in the manner it deems appropriate.

Corporate Existence; Maintenance of Properties. The Company willExcept as expressly permitted by Section 10, the Parent will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Material Subsidiaries and will not, and will not cause each or permit any of its Material Subsidiaries to, convert to a limited liability company provided, that the foregoing shall not prevent the termination of corporate existence or business of any Borrower other than Parent if: (a) on the date of termination of such Borrower's corporate existence or business, such Borrower shall have delivered to the Agent a letter terminating all rights of such Borrower to obtain borrowings under this Credit Agreement, and has no Loans outstanding under this Credit Agreement; and (b) in the opinion of the other Hasbro Companies toParent's Board of Directors, maintain its legal existence and good standing under such termination is in the laws best interests of its jurisdiction of incorporationthe Parent, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary is not disadvantageous to the conduct of its businessBanks and is not otherwise prohibited by this Credit Agreement. The Company It (a) will cause all of its properties and those of the other Hasbro Companies its Material Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Material Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Parent may be necessary so that the business carried on in connection therewith may be 61 -55- properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Material Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 9.6 shall prevent the Company Parent from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Material Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of the CompanyParent, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willEach of AmeriKing, --------- ---------- ----------- -- ---------- Holdings and the Borrower will do or cause each of the other Hasbro Companies toto be done all things necessary to preserve and keep in full force and effect its corporate existence, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to and those of its Subsidiaries except as permitted under (S)9.5.1 hereof or the dissolution of any Subsidiary of the Borrower whose operation has been discontinued if such dissolution is, in the judgment of the Borrower, desirable in the conduct of its businessbusiness and does not materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis. The Company Each (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of AmeriKing, Holdings and the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 (S)8.6 shall -------- prevent AmeriKing, Holdings or the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of AmeriKing, Holdings or the CompanyBorrower, as the case may be, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of AmeriKing, Holdings, the Company Borrower and its their Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company willEach of Holdings and the Borrower will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to and those of its Subsidiaries except as permitted under (S)9.5.1 hereof or the dissolution of any Subsidiary of the Borrower whose operation has been discontinued if such dissolution is, in the judgment of the Borrower, desirable in the conduct of its businessbusiness and does not materially adversely affect the business of the Borrower and its Subsidiaries on a consolidated basis. The Company Each (a) will cause all of its properties and those of the other Hasbro Companies its Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of Holdings and the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 (S)8.6 shall prevent Holdings or the Company Borrower from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of Holdings or the CompanyBorrower, as the case may be, desirable in the conduct of its or their business and does not in the aggregate materially adversely affect the business of Holdings, the Company Borrower and its their Subsidiaries on a consolidated basis and which do not in the aggregate have a Material Adverse Effectbasis.

Corporate Existence; Maintenance of Properties. The Company will, and will cause each of the other Hasbro Companies and Hasbro SA to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its business. The Company will cause all of its properties and those of the other Hasbro Companies used or useful in the conduct of its business or the business of the Hasbro Companies to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and will cause each of the Hasbro Companies to continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, nothing in this 9.7 shall prevent any Asset Sale permitted by 10.5.2 hereof, or prevent the Company from discontinuing the operation and maintenance of any of its properties, or those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, if such discontinuance, dissolution or liquidation, consolidation or merger is, in the judgment of the Company, desirable in the conduct of the business of the Company and its Subsidiaries on a consolidated basis and which do does not in the aggregate have a Material Adverse Effect.

Corporate Existence; Maintenance of Properties. The Company willEach of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its (except as otherwise permitted by Section 9.5 hereof) corporate existence, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary and those of the Designated Subsidiaries and will not, and will not cause or permit any of the Designated Subsidiaries to, convert to a limited liability company. Each of the conduct of its business. The Company Borrowers (i) will cause all of its material properties and those of the other Hasbro Companies Designated Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and will equipment, (ii) will, within thirty (30) days of any need therefor, cause to be made or, if not practicable to be completed within such thirty (30) day period, commenced (so long as such Borrower or Designated Subsidiary diligently causes and continues to cause to be made) all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 8.6 shall prevent the Company Borrowers from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Designated Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of either of the Companyboards of directors of the Borrowers, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrowers and the Designated Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willEach of the Borrowers will do or cause to be done all things necessary to preserve and keep in full force and effect its (except as otherwise permitted by Section 11.5 hereof) corporate or similar existence, and will cause each of the other Hasbro Companies to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its material rights and franchises reasonably necessary to for the conduct of its businessbusiness and those of the Designated Subsidiaries and will not, and will not cause or permit any of the Designated Subsidiaries to, convert to a limited liability company. The Company Each of the Borrowers (i) will cause all of its material properties and those of the other Hasbro Companies used or useful Designated Subsidiaries necessary in the conduct of its business or the business of the Hasbro Companies its Designated Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment equipment, unless failure to do so would not have a materially adverse effect on the property, assets, financial condition or business of the Borrowers and will the Designated Subsidiaries, considered as a whole, (ii) will, within thirty (30) days of any need therefor, cause to be made or, if not practicable to be completed within such thirty (30) day period, commenced (so long as such Borrower or Designated Subsidiary diligently causes and continues to cause to be made) all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrowers may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to Designated Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 Section 10.6 shall prevent the Company Borrowers from discontinuing the operation and maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Designated Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the judgment of any of the Companyboards of directors of the Borrowers, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrowers and the Designated Subsidiaries on a Material Adverse Effectconsolidated basis.

Corporate Existence; Maintenance of Properties. The Company willEach Borrower will ---------------------------------------------- do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Restricted Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company or a limited liability partnership. The Company Each Borrower (a) will cause all of its properties and those of the other Hasbro Companies its Restricted Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies their Restricted Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (b) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company each Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (c) will, and will cause each of the Hasbro Companies to its Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 (S)9.6 shall prevent any of the Company Borrowers from -------- discontinuing or reducing the level of the operation and or maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Restricted Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the reasonable judgment of the Companysuch Borrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrowers and their Restricted Subsidiaries on a Material Adverse Effectconsolidated basis. Specifically, but not in limitation of the foregoing, the US Borrower and each of its US Restricted Subsidiaries will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.

Corporate Existence; Maintenance of Properties. The Company willBorrower ---------------------------------------------- will do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and those of its Restricted Subsidiaries and will not, and will not cause each or permit any of the other Hasbro Companies its Restricted Subsidiaries to, maintain its legal existence and good standing under the laws of its jurisdiction of incorporation, maintain its qualification convert to do business in each state in which the failure to do so would have a Material Adverse Effect, and maintain all of its rights and franchises reasonably necessary to the conduct of its businesslimited liability company or a limited liability partnership. The Company It (i) will cause all of its properties and those of the other Hasbro Companies its Restricted Subsidiaries used or useful in the conduct of its business or the business of the Hasbro Companies its Restricted Subsidiaries to be maintained and kept in good condition, repair and working order (reasonable wear and tear excepted) and supplied with all necessary equipment and equipment, (ii) will cause to be made all necessary repairs, renewals, replacements, betterments and improvements thereof, all as in the judgment of the Company Borrower may be necessary so that the business carried on in connection therewith may be properly and advantageously conducted at all times, and (iii) will, and will cause each of the Hasbro Companies to its Restricted Subsidiaries to, continue to engage primarily in the businesses now conducted by them and in related businesses; provided, however, that, subject to the provisions of 10.5.2 hereof, provided that nothing in this 9.7 ss.8.6 shall prevent the Company Borrower from discontinuing or reducing the level of the operation and or maintenance of any of its properties, properties or any of those of its Subsidiaries, or from dissolving or liquidating any Subsidiary or from consolidating or merging any Subsidiary with or into another Subsidiary or with and into the Company, Restricted Subsidiaries if such discontinuance, dissolution or liquidation, consolidation or merger discontinuance is, in the reasonable judgment of the CompanyBorrower, desirable in the conduct of the its or their business of the Company and its Subsidiaries on a consolidated basis and which that do not in the aggregate have materially adversely affect the business of the Borrower and its Restricted Subsidiaries on a Material Adverse Effectconsolidated basis. Specifically, but not in limitation of the foregoing, the Borrower and each Restricted Subsidiary will maintain such an appropriate FRA Class rating on its railroad lines as is reasonable and prudent in light of all the relevant facts and circumstances.