Maintain Existence and Obtain Approvals Sample Clauses

Maintain Existence and Obtain Approvals. Until the Closing --------------------------------------- Phonoscope shall, and the Stockholders shall cause each of the Companies to, do all things necessary to maintain its limited partnership or corporate existence, as the case may be. Each of the Sellers shall, and shall cause each of the Companies to, diligently and in good faith use all reasonable efforts to procure all Required Consents.
Sample 1
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Maintain Existence and Obtain Approvals. Until the Closing, Seller and License Company shall do all things necessary to maintain its respective corporate existence. Seller shall diligently and in good faith use its best efforts to procure all Required Consents (as such term is referred to in Section 4.2.8). Buyer shall cooperate and support Seller in its efforts to obtain all Required Consents, including, without limitation, paying to Seller, on and after the Closing Date, 50% of the costs paid, per Cable Subscriber and Billable Phone Subscriber, to obtain each Required Consent up to $1,000,000 (50% of $2,000,000) in the aggregate but only up to $100 (50% of $200) per Cable Subscriber and Billable Phone Subscriber relating to any such Required Consent. Notwithstanding the aforesaid (but still subject to the aggregate limit), to the extent a Cable Subscriber and Billable Phone Subscriber is the same Person and is being provided service under one Right of Entry for both phone and cable services, Buyer shall only be required to pay up to $100 for such subscriber. Costs paid per Cable Subscriber and Billable Phone Subscriber shall include, cash incentive payments, the present value (using a monthly discount rate of 1.25%) of any increased amount of Revenue Share and capital costs of equipment. Except as set forth below, Seller shall not enter into any agreements with property owners which would require costs to be paid or incurred, including, but not limited to undertaking to provide additional services by Buyer without obtaining Buyer's prior written consent to such agreement. Subject to the maximum dollar amounts stated above, Seller shall not be required to obtain the written consent of Buyer prior to offering (i) cash incentives, (ii) an improvement of the terms of Revenue Share or (iii) a commitment to provide up to ten additional channels, and to the extent required, additional programming may be selected from the list set forth on Schedule 6.1 (with no more than one sports channel set forth on Schedule 6.1 per property), to Cable Subscribers, in connection with obtaining a consent; provided, that Seller may offer to provide programming which is not listed on Schedule 6.1 provided that the related Right of Entry states that such programming is not included in the basic program tier and will be subject to additional per subscription charges. Notwithstanding the aforesaid, Seller may not offer any programming under subsection (iii) if it would require the placement of any additional, or relocatio...
Sample 1

Related to Maintain Existence and Obtain Approvals

  • Maintain Existence It will preserve and maintain its existence, rights, franchises and privileges in the jurisdiction of its formation, and qualify and remain qualified in good standing as a foreign trust or limited liability company in each jurisdiction where its business is conducted, and will obtain and maintain all requisite authority to conduct its business in each jurisdiction in which its business requires such authority.

  • Organization, Existence and Good Standing Seller is a corporation duly organized, validly existing and in good standing under the Laws of the state of Delaware and has full corporate power and authority to own, lease and operate all of its properties and assets and to carry on its business as presently conducted.

  • Legal Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its legal existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

  • Preservation of Corporate Existence, Etc Preserve and maintain, and cause each of its Subsidiaries to preserve and maintain, its corporate existence, rights (charter and statutory) and franchises; provided, however, that the Borrower and its Subsidiaries may consummate any merger or consolidation permitted under Section 5.02(b) and provided further that neither the Borrower nor any of its Subsidiaries shall be required to preserve any right or franchise if the Board of Directors of the Borrower or such Subsidiary shall determine that the preservation thereof is no longer desirable in the conduct of the business of the Borrower or such Subsidiary, as the case may be, and that the loss thereof is not disadvantageous in any material respect to the Borrower, such Subsidiary or the Lenders.

  • Legal Existence, Etc Subject to Section 10.5, the Company will at all times preserve and keep in full force and effect its legal existence. Subject to Sections 10.5 and 10.6, the 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 legal existence, right or franchise could not, individually or in the aggregate, have a Material Adverse Effect.

  • Preservation of Corporate Existence and Related Matters Except as permitted by Section 10.4, preserve and maintain its legal existence and all material rights, franchises, licenses and privileges and qualify and remain qualified as a foreign corporation and authorized to do business in each jurisdiction in which the failure to so qualify could reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence; Compliance with Law Each of the Borrower and its Subsidiaries (a) is duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization, (b) has the corporate power and authority, and the legal right, to own and operate its Property, to lease the Property it operates as lessee and to conduct the business in which it is currently engaged, (c) is duly qualified as a foreign corporation and in good standing under the laws of each jurisdiction where its ownership, lease or operation of Property or the conduct of its business requires such qualification except to the extent the failure to be so qualified could not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (d) is in compliance with all Requirements of Law except to the extent that the failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect.

  • Corporate Existence and Standing Each of the Borrower and its Subsidiaries is a corporation duly incorporated, validly existing and in good standing under the laws of its jurisdiction of incorporation and has all requisite authority to conduct its business in each jurisdiction in which its business is conducted.

  • Maintenance of Corporate Existence, etc The Company shall maintain in full force and effect its corporate existence, rights and franchises and all licenses and other rights in or to use patents, processes, licenses, trademarks, trade names or copyrights owned or possessed by it or any subsidiary and deemed by the Company to be necessary to the conduct of their business.

  • Corporate Existence and Good Standing The Borrower shall, and shall cause each of its Subsidiaries to, maintain its corporate existence and its qualification and good standing in all jurisdictions in which the failure to maintain such existence and qualification or good standing could reasonably be expected to have a Material Adverse Effect.

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