Common use of Maintenance of Existence; Compliance Clause in Contracts

Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 7 contracts

Samples: Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.), Credit Agreement (Avis Budget Group, Inc.)

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Maintenance of Existence; Compliance. (a)(ia) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or Section 7.5 and except except, in the case of clause (i) (other than with respect to the Borrower) or (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 5 contracts

Samples: Credit Agreement (Bioventus Inc.), Second Lien Credit Agreement (Bioventus Inc.), Amendment and Restatement Agreement (Bioventus Inc.)

Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises reasonably necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or 7.5 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law Law, except (i) to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse EffectEffect or (ii) to the extent such Requirement of Law is currently being contested in good faith by appropriate proceedings. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with applicable Anti-Terrorism Law, Anti-Corruption Laws and applicable Sanctions.

Appears in 4 contracts

Samples: Credit Agreement (WEB.COM Group, Inc.), Credit Agreement (WEB.COM Group, Inc.), Credit Agreement (WEB.COM Group, Inc.)

Maintenance of Existence; Compliance. (a)(ia) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings except as otherwise permitted pursuant to Sections 6.4(a), 6.4(b) and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders6.6(d) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 6.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the BorrowerBorrowers, its their respective Subsidiaries and each of their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

Appears in 3 contracts

Samples: Credit Agreement (Essent Group Ltd.), Credit Agreement (Essent Group Ltd.), Credit Agreement (Essent Group Ltd.)

Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence (existence, provided that Holdings and any of its Subsidiaries Subsidiary may change the form if its organizational form so long as such change shall not adversely affect the interests of the Lenders) entity organization, including from a corporation to a limited liability company and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in material to the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 3 contracts

Samples: Credit Agreement (Universal Health Services Inc), Credit Agreement (Universal Health Services Inc), Credit Agreement (Universal Health Services Inc)

Maintenance of Existence; Compliance. (a)(ia) (i) Preserve, renew and keep in full force and effect its corporate or other organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its businessthe Business, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of each of clause (i) (other than with respect to the existence of the Borrower) and (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will , (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith would not, in the aggregate, reasonably be expected to have a Material Adverse Effect and (c) maintain in effect and enforce apply policies and procedures reasonably designed to ensure compliance in all material respects by the BorrowerCompany, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 3 contracts

Samples: Credit Agreement (Taboola.com Ltd.), 2 (Taboola.com Ltd.), Credit Agreement (Taboola.com Ltd.)

Maintenance of Existence; Compliance. (a)(ia) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders, including the perfection of the Administrative Agent’s security interests under the Security Documents) under the laws of its jurisdiction of incorporation, organization or formation and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 or Section 7.5(j) and except except, in the case of clause (ii) above, to the extent that failure to do so could would not reasonably be expected to have have, either individually or in the aggregate, a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could notwould not reasonably be expected to have, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries Group Members and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 3 contracts

Samples: Guarantee and Collateral Agreement (Thermon Group Holdings, Inc.), Credit Agreement (Thermon Group Holdings, Inc.), Credit Agreement (Thermon Group Holdings, Inc.)

Maintenance of Existence; Compliance. Except as otherwise required by a Governmental Authority having jurisdiction over the Borrower or any of its Subsidiaries, (a)(ia) Preserve(i) preserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 in this Agreement and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 2 contracts

Samples: Intra Group Loan Agreement (Avangrid, Inc.), Intra Group Green Loan Agreement (Avangrid, Inc.)

Maintenance of Existence; Compliance. (a)(ia) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any in the case of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenderseach Borrower, in a United States jurisdiction) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 7.4, and except except, in the case of this clause (ii), to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Parent Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the Parent Borrower, its Subsidiaries Affiliates and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 2 contracts

Samples: Credit Agreement (Colony Credit Real Estate, Inc.), Guarantee and Collateral Agreement (Colony NorthStar Credit Real Estate, Inc.)

Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except Section 7.5 and except, in the case of clause (ii) above or in the case of Restricted Subsidiaries, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Each Borrower will maintain in effect and enforce policies and procedures designed to ensure compliance by the such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 1 contract

Samples: Guarantee and Collateral Agreement (Dealertrack Technologies, Inc)

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Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries the other Group Members and their respective directors, officers, officers and employees and agents with Anti-Corruption Laws and applicable Sanctions; and (d) conduct its business in all material respects in compliance with Anti-Corruption Laws and Sanctions, including the Patriot Act.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality, Inc.)

Maintenance of Existence; Compliance. The Borrower shall, and shall cause each of its Subsidiaries to: (a)(i) Preservepay, preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, (A) in each case, as otherwise permitted by Section 7.4 and except (B) in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law Law, except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will shall maintain in effect and enforce policies and procedures designed reasonably intended to ensure procure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 1 contract

Samples: Third Amended and Restated Credit Agreement (Newpark Resources Inc)

Maintenance of Existence; Compliance. (a)(i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; (c) maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries the other Group Members and their respective directors, officers, officers and employees and agents with Anti-Corruption Laws and applicable Sanctions; and (d) conduct its business in all material respects in compliance with Anti-Corruption Laws and Sanctions, including the Patriot Act.

Appears in 1 contract

Samples: Credit Agreement (ESH Hospitality, Inc.)

Maintenance of Existence; Compliance. (a)(ia) (i) Preserve, renew and keep in full force and effect its organizational existence (provided that Holdings except as otherwise permitted pursuant to Sections 6.4(a), 6.4(b) and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders6.5(d) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 6.4 and except except, in the case of clause (ii) above, to the extent that failure to do so could would not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could would not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures reasonably designed to ensure compliance by the Borrower, its Subsidiaries and each of their respective directors, officers, employees and agents with applicable Anti-Corruption Laws, Anti-Money Laundering Laws and applicable Sanctions.

Appears in 1 contract

Samples: Credit Agreement (Enact Holdings, Inc.)

Maintenance of Existence; Compliance. Except as otherwise required by a Governmental Authority having jurisdiction over the Borrower or any of its Subsidiaries, (a)(ia) Preserve(i) preserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 5.02 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 1 contract

Samples: Intra Group Credit Agreement (Avangrid, Inc.)

Maintenance of Existence; Compliance. Except as otherwise required by a Governmental Authority having jurisdiction over such Borrower or any of its Subsidiaries, (a)(ia) Preserve(i) preserve, renew and keep in full force and effect its organizational corporate existence (provided that Holdings and any of its Subsidiaries may change its organizational form so long as such change shall not adversely affect the interests of the Lenders) and (ii) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its business, except, in each case, as otherwise permitted by Section 7.4 7.02 and except except, in the case of clause (ii) above, to the extent that failure to do so could not reasonably be expected to have a Material Adverse Effect; and (b) comply with all Contractual Obligations and Requirements of Law except to the extent that failure to comply therewith could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The Borrower will ; and (c) maintain in effect and enforce policies and procedures designed to ensure compliance by the such Borrower, its Subsidiaries and their respective directors, officers, employees and agents with Anti-Corruption Laws and applicable Sanctions.

Appears in 1 contract

Samples: Revolving Credit Agreement (Avangrid, Inc.)

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