Existence and Business. Each Borrower shall (a) preserve and maintain its corporate existence and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, (b) preserve and maintain in full force and effect all material rights, licenses, patents and franchises, (c) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the conduct of business, except to the extent that the provisions of the Bankruptcy Code specifically conflict therewith and would govern, and (d) engage only in the businesses which it is conducting on the date of this Agreement.
Existence and Business. Each of CSSW Parent and the Borrower shall, and shall cause each of the Borrower’s Subsidiaries to (a)(i) preserve, renew and keep in full force and effect its organizational existence and good standing, and (ii) maintain all rights, privileges and franchises necessary for the maintenance of its existence and the normal conduct of its business, (b) comply in all material respects with all Organizational Documents applicable to it and (c) obtain, renew, preserve and maintain in full force and effect and comply with all its necessary licenses and Governmental Approvals, except, with respect to clause (c) above, to the extent that failure to do so or to comply therewith, as applicable, would not reasonably be expected to have a Material Adverse Effect.
Existence and Business. American Ski and each Restricted Subsidiary will (a) preserve and maintain its corporate or partnership existence and qualify and remain qualified as a foreign corporation or partnership in each jurisdiction in which such qualification is required except to the extent that any failure to remain qualified as a foreign corporation or partnership would not have a Material Adverse Effect, (b) preserve and maintain in full force and effect all material rights, licenses, patents and franchises, (c) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the conduct of business and (d) engage only in the businesses which they are conducting on the date of this Agreement (operation of all-season resort properties, including related restaurant and retail operations, but excluding the real estate development prohibited by Section 9.13 hereof); PROVIDED, HOWEVER that a Restricted Subsidiary may merge into another Restricted Subsidiary.
Existence and Business. Tweeter and each Subsidiary will (a) subject to Section 9.6, preserve and maintain its corporate existence and qualify and remain qualified as a foreign corporation in each jurisdiction in which the failure to maintain such qualification would, individually or in the aggregate, have a Material Adverse Effect, (b) preserve and maintain in full force and effect all material rights, licenses, patents and franchises, (c) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the conduct of business and (d) engage only in the businesses which it is conducting on the date of this Agreement.
Existence and Business. Pledgor (i) is a corporation duly organized, validly existing and in good standing under the laws of Delaware, (ii) is duly qualified and in good standing as a foreign company in each other jurisdiction in which it owns or leases property or in which the conduct of its business requires it to so qualify or be licensed, except where the failure (either individually or in the aggregate) to so qualify or be licensed could not reasonably be expected to have a Material Adverse Effect and (iii) has all requisite corporate power and authority to own or lease and operate its Properties and to carry on its business as now conducted and as proposed to be conducted and to execute, deliver and perform its obligations under this Agreement and grant the liens on Collateral intended to be granted hereunder.
Existence and Business. The Parent and each Subsidiary will ---------------------- (a) subject to Section 9.6, preserve and maintain their corporate existence and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, (b) preserve and maintain in full force and effect all material rights, licenses, patents and franchises, (c) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the conduct of business, and (d) engage only in (i) the businesses in which they are currently engaged as of the Closing Date and (ii) businesses reasonably related to the businesses in which they are currently engaged as of the Closing Date; provided that (A) such reasonably related businesses do not involve direct retail operations and do not require significant expenditures or commitments and (B) the addition of such reasonably related businesses does not materially change the nature of the Borrower's or Guarantors' business.
Existence and Business. (i) Manager is a corporation duly organized, validly existing and in good standing under the laws of the State of Maryland and is duly qualified to do business in the State of Kansas.
Existence and Business. The Company and each Subsidiary will (a) subject to Section 9.7, preserve and maintain their corporate existence and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, except where the failure to be so qualified would not have a material adverse effect on the Company or any Subsidiary, (b) preserve and maintain in full force and effect all material rights, licenses, patents and franchises, (c) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the conduct of business, and (d) engage only in (i) the businesses in which they are currently engaged as of the Closing Date and (ii) businesses reasonably related to the businesses in which they are currently engaged as of the Closing Date; provided that (A) such reasonably related businesses do not involve direct retail operations and do not require significant expenditures or commitments and (B) the addition of such reasonably related businesses does not materially change the nature of the Borrowers' business.
Existence and Business. Power and Authorization; Enforceable Obligations . . . . . . . . . . . . . . . 42 4.2. No Violation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42 4.3. Litigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 43 4.4.
Existence and Business. The Borrower and each Subsidiary will (a) preserve and maintain its corporate existence, and qualify and remain qualified as a foreign corporation in each jurisdiction in which such qualification is required, (b) preserve and maintain in full force and effect all material rights, licenses, patents and franchises, (c) comply in all material respects with all valid and applicable statutes, rules and regulations necessary for the conduct of business, and (d) engage only in the businesses which it is conducting on the date of this Agreement and substantially similar businesses (i.e., child care, education and work/family solutions); provided, however, that (i) the Borrower and its Subsidiaries may engage in transactions permitted by Sections 9.4 and 9.6, and (ii) notwithstanding clause (a) of this Section 8.2, the Borrower may permit the dissolution of any of its Subsidiaries (and any such Subsidiary may suffer such dissolution) if at the time of such dissolution such Subsidiary has no assets, engages in no business and otherwise has no activities other than activities related to the maintenance of its corporate existence and good standing.
