Common use of Existence; Franchises Clause in Contracts

Existence; Franchises. The Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the Company's existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.04 shall prevent (i) sales and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.11, (ii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.), Second Restatement Agreement (SunOpta Inc.)

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Existence; Franchises. The Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the Company's ’s existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.04 shall prevent (i) sales and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.11, (ii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 4 contracts

Samples: Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.), Credit Agreement (SunOpta Inc.)

Existence; Franchises. The Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the Company's its existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.04 9.04 shall prevent (i) sales and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.1110.02, (ii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its their respective qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 3 contracts

Samples: Fourth Amendment (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)

Existence; Franchises. The Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the Company's its existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.04 9.04 shall prevent (i) sales and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.1110.02, (ii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 2 contracts

Samples: Credit Agreement (Resolute Forest Products Inc.), Credit Agreement (Resolute Forest Products Inc.)

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Existence; Franchises. The Company and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the Company's its existence and (b) in the case of the Company and such Restricted Subsidiaries, its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.04 9.04 shall prevent (i) sales and licenses of assets and other transactions by the Company or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.1110.02, (ii) the abandonment or allowing the expiration or lapse by the Company or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company reasonably determines are no longer material to the operations of the Company and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company or such Restricted Subsidiaries of its itstheir respective qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Credit Agreement (Resolute Forest Products Inc.)

Existence; Franchises. The Company Borrower and any Restricted Subsidiary will (a) do all things necessary to preserve and keep in full force and effect the CompanyBorrower's existence and (b) in the case of the Company Borrower and such Restricted Subsidiaries, use their commercially reasonably efforts to preserve and keep in full force and effect its and their rights, franchises, licenses, permits, and Intellectual Property, in each case under this clause (b), to the extent the failure to do so would reasonably be expected to have a Material Adverse Effect; provided, however, that nothing in this Section 8.04 shall prevent (i) sales and licenses of assets and other transactions by the Company Borrower or such Restricted Subsidiaries in accordance with Section 9.02 or Section 9.11, (ii) the abandonment or allowing the expiration or lapse by the Company Borrower or such Restricted Subsidiaries of any rights, franchises, licenses, permits, or Intellectual Property that the Company Borrower reasonably determines are no longer material to the operations of the Company Borrower and such Restricted Subsidiaries taken as a whole, or (iii) the withdrawal by the Company Borrower or such Restricted Subsidiaries of its qualification as a foreign corporation, partnership, limited liability company or unlimited liability company, as the case may be, in any jurisdiction if such withdrawal could not, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.

Appears in 1 contract

Samples: Junior Priority Intercreditor Agreement (SunOpta Inc.)

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