Common use of Existence; Conduct of Business Clause in Contracts

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 8 contracts

Samples: Collateral Agreement (SMART Global Holdings, Inc.), Collateral Agreement (SMART Global Holdings, Inc.), Collateral Agreement (SMART Global Holdings, Inc.)

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Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 8 contracts

Samples: First Lien Amending Agreement (CPI Card Group Inc.), First Lien Credit Agreement (CPI Card Group Inc.), Intercreditor Agreement (Endurance International Group Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the The Parent Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness except, in each case (other than the preservation case of the foregoing requirements insofar as they relate to the legal existence of Holdings the Borrowers and the Parent Borrower) Guarantors), to the extent that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.04.

Appears in 6 contracts

Samples: Credit Agreement (Ralph Lauren Corp), Credit Agreement (Ralph Lauren Corp), Credit Agreement (Ralph Lauren Corp)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Material Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 6 contracts

Samples: Second Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.), First Lien Credit Agreement (Franchise Group, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) ), except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 6 contracts

Samples: First Lien Credit Agreement (First Advantage Corp), Credit Agreement (First Advantage Corp), First Lien Credit Agreement (First Advantage Corp)

Existence; Conduct of Business. Each of Holdings (a) Holdings, the Borrower and the Parent Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material necessary to the conduct of its business, in each case case, except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 5 contracts

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

Existence; Conduct of Business. Each of Holdings and the Parent Borrower Bidco will, and will cause any Intermediate Parent and each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent BorrowerBidco) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition Asset Sale permitted by Section 6.056.04.

Appears in 5 contracts

Samples: Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)

Existence; Conduct of Business. Each of Holdings The Parent and the Parent Borrower will, and will cause each Restricted Subsidiary of their Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each case (other than jurisdiction in which any of its Oil and Gas Properties is located or the preservation ownership of the existence of Holdings and the Parent Borrower) to the extent that its Properties requires such qualification, except where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.059.11.

Appears in 5 contracts

Samples: Credit Agreement (Harvest Oil & Gas Corp.), Credit Agreement (EV Energy Partners, LP), Credit Agreement (EV Energy Partners, LP)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 5 contracts

Samples: Credit Agreement (E2open Parent Holdings, Inc.), Credit Agreement (E2open Parent Holdings, Inc.), Credit Agreement (E2open Parent Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 4 contracts

Samples: Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.), Credit Agreement (Koppers Holdings Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names names, in each case that are material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 4 contracts

Samples: First Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.), Second Lien Credit Agreement (NEP Group, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the material rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names material to Governmental Approvals that are necessary for the conduct of its business, in each case except to the extent (other than with respect to the preservation of the legal existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition Asset Sale permitted by Section 6.056.04 or any other disposition of assets or property not constituting an Asset Sale permitted under this Agreement.

Appears in 4 contracts

Samples: Credit Agreement (Viasat Inc), Bridge Credit Agreement (Viasat Inc), Credit Agreement (Viasat Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permitsPermits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 4 contracts

Samples: Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.), Credit Agreement (European Wax Center, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the legal existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05.

Appears in 4 contracts

Samples: Credit Agreement (GoHealth, Inc.), The Credit Agreement (GoHealth, Inc.), Credit Agreement (GoHealth, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent each Co-Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD), Credit Agreement (Graftech International LTD)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the legal existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05.. SECTION 5.05

Appears in 3 contracts

Samples: Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.), Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.), Credit Agreement and Incremental Facility Agreement (GoHealth, Inc.)

Existence; Conduct of Business. Each of Holdings the Parent and the Parent Borrower Borrowers will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things reasonably necessary to obtain, preserve, renew or replace and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than including the preservation renewal and maintenance of the existence of Holdings and the Parent Borrower) to the extent that all Authorizations, except for those the failure to do so could maintain, preserve or keep in full force and effect would not reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 3 contracts

Samples: Credit Agreement (WireCo WorldGroup Inc.), Credit Agreement (1295728 Alberta ULC), Intercreditor Agreement (1295728 Alberta ULC)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower The Company will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names material franchises necessary to the conduct of its business, except, in each the case (other than the preservation of the legal existence of Holdings and the Parent Borrower) to the extent that any such Consolidated Subsidiary or any such right, license, permit, privilege or franchise, where the failure to do so could reasonably be expected to have preserve, renew and keep in full force and effect does not constitute a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.02.

Appears in 3 contracts

Samples: Five Year Credit Agreement (Hess Corp), Credit Agreement (Hess Corp), Credit Agreement (Amerada Hess Corp)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in each the case of clause (other than the preservation of the existence of Holdings and the Parent Borrowerii) to the extent that the where failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Term Credit Agreement (Tailored Brands Inc), Term Credit Agreement (Tailored Brands Inc), Junior Priority Intercreditor Agreement (Mens Wearhouse Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower The Company will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names material franchises necessary to the conduct of its business, except, in each the case (other than the preservation of the legal existence of Holdings and the Parent Borrower) to the extent that any such Consolidated Subsidiary or any such right, license, permit, privilege or franchise, where the failure to do so could reasonably be expected to have preserve, renew and keep in full force and effect does not constitute a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 3 contracts

Samples: Credit Agreement (Amerada Hess Corp), Credit Agreement (Amerada Hess Corp), Credit Agreement (Amerada Hess Corp)

Existence; Conduct of Business. Each of Holdings Holdings, the Company and the Parent each Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings Holdings, the Company and the Parent each Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Credit Agreement, Credit Agreement (Dell Technologies Inc), Credit Agreement (Dell Technologies Inc)

Existence; Conduct of Business. Each of Holdings (in the case of clause (a)), the Borrower and the Parent Borrower will, and each other Group Member will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its (a) legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names franchises necessary and material to the conduct of its business, in each case (other than the preservation of the existence of clause (a) above with respect to Holdings and the Parent Borrower) to the extent that the failure to do so could would reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution dissolution, including any Permitted Reorganization, IPO Reorganization Transaction or Tax Restructuring, permitted under by Section 6.03 or Section 6.04, any Holdings Reorganization permitted by Section 6.06 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.), First Lien Credit Agreement (Clarios International Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Possession Credit Agreement (Invacare Corp), Credit Agreement (Invacare Corp), Credit Agreement (Invacare Corp)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names names, in each case that are material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.), Credit Agreement (Camping World Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names and other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Abl Credit Agreement (Chewy, Inc.), Credit Agreement (Chewy, Inc.), Abl Credit Agreement (Chewy, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each of the Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licensesqualifications, permits, privilegesapprovals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) except to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, Effect and provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution asset sales or other dispositions permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 3 contracts

Samples: Capital Lease Agreement (Symbion Inc/Tn), Credit Agreement (NeoSpine Surgery, LLC), Capital Lease Agreement (Symbion Inc/Tn)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness except, in each case (other than the preservation case of the foregoing requirements insofar as they relate to the legal existence of Holdings the Borrower and the Parent Borrower) Guarantors), to the extent that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.04.

Appears in 3 contracts

Samples: Credit Agreement (Polo Ralph Lauren Corp), Credit Agreement (Polo Ralph Lauren Corp), Credit Agreement (Polo Ralph Lauren Corp)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names Intellectual Property rights material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 3 contracts

Samples: Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc), Credit Agreement (Microchip Technology Inc)

Existence; Conduct of Business. (i) Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary of its Significant Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) each Borrower will, and will cause each of its Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its business, in each case (other than the preservation business of the existence of Holdings Company and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have its Subsidiaries taken as a Material Adverse Effect, whole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution sale permitted (or not restricted) under Section 6.03 or any Disposition permitted by Section 6.056.04.

Appears in 2 contracts

Samples: Credit Agreement (Newmont Mining Corp /De/), Credit Agreement (Newmont Mining Corp /De/)

Existence; Conduct of Business. Each of Holdings and the Parent each Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent each Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 6.02 or any Disposition permitted by Section 6.056.05 of the Endeavor Credit Agreement.

Appears in 2 contracts

Samples: Revolving Credit Agreement (Endeavor Group Holdings, Inc.), Revolving Credit Agreement (Endeavor Group Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privilegesconsents, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each case (other than jurisdiction in which its Properties are located or the preservation ownership of the existence of Holdings and the Parent Borrower) to the extent that its Properties requires such qualification, except where the failure to do so qualify could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 9.10 or any Disposition disposition permitted by under Section 6.059.11.

Appears in 2 contracts

Samples: Credit Agreement (Riviera Resources, Inc.), Credit Agreement (Riviera Resources, LLC)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and or the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Credit Agreement (Digital Media Solutions, Inc.), Credit Agreement (Digital Media Solutions, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material necessary to the conduct of its businessbusiness except, in each the case of this clause (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that b), where the failure to do so perform such obligations could not reasonably be expected to have result in a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05the conversion of a corporation to a limited liability company or a limited liability company to a corporation.

Appears in 2 contracts

Samples: First Lien Credit Agreement (Jda Software Group Inc), Second Lien Credit Agreement (Jda Software Group Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and the Borrower will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case business except (other than with respect to the preservation of the existence of Holdings and or the Parent Borrower) to the extent that the failure to do so could not be reasonably be expected expected, either individually or in the aggregate, to have result in a Material Adverse Effect, ; provided that the foregoing nothing in this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by 7.3. Section 6.055.4.

Appears in 2 contracts

Samples: Revolving Credit and Term (Amneal Pharmaceuticals, Inc.), Credit and Term Loan Agreement (Amneal Pharmaceuticals, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. SECTION 5.05

Appears in 2 contracts

Samples: Credit Agreement (LivaNova PLC), Credit Agreement (LivaNova PLC)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names the Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent BorrowerBorrower Parties) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Second Amendment (Broadcom Cayman L.P.), Credit Agreement (Avago Technologies LTD)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names intellectual property rights material to the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that jurisdiction in which its business is conducted, except where the failure to do so maintain such requisite authority could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 2 contracts

Samples: Credit Agreement (G&k Services Inc), Credit Agreement (G&k Services Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to (a) obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names material to the conduct of its businessfranchises and (b) renew and maintain all Intellectual Property, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Credit Agreement (Skyline Champion Corp), Collateral Agreement (Skyline Champion Corp)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Material Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except, in each the case of clause (other than the preservation of the existence of Holdings and the Parent Borrower) b), to the extent that the failure to do so so, individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 2 contracts

Samples: Credit Agreement (Nasdaq Omx Group, Inc.), Credit Agreement (Nasdaq Omx Group, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each case (other than jurisdiction in which any of its Oil and Gas Properties is located or the preservation ownership of the existence of Holdings and the Parent Borrower) to the extent that its Properties requires such qualification, except where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by 9.12. Section 6.05.8.04

Appears in 2 contracts

Samples: Credit Agreement (Linn Energy, LLC), Term Loan Agreement (Linn Energy, LLC)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Credit Agreement (Atlas Technical Consultants, Inc.), Credit Agreement (Atlas Technical Consultants, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect, the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsIntellectual Property rights, trademarks licenses and trade names material to permits used or useful in the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 2 contracts

Samples: Intercreditor Agreement, Intercreditor Agreement (Staples Inc)

Existence; Conduct of Business. Each of Holdings (in the case of clause (a)), the Borrowers and the Parent Borrower will, and each other Group Member will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its (a) legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names franchises necessary and material to the conduct of its business, in each case (other than the preservation of the existence of clause (a) above with respect to Holdings and the Parent Lead Borrower) to the extent that the failure to do so could would reasonably be expected expected, individually or in the aggregate, to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution dissolution, including any Permitted Reorganization, IPO Reorganization Transaction or Tax Restructuring, permitted under by Section 6.03 or Section 6.04, any Holdings Reorganization permitted by Section 6.06 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Abl Credit Agreement (Clarios International Inc.), Abl Credit Agreement (Clarios International Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trademarks, trade names and other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Possession Credit Agreement (Cyxtera Technologies, Inc.), First Lien Priority Credit Agreement (Cyxtera Technologies, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Material Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names intellectual property rights material to the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that jurisdiction in which its business is conducted, except where the failure to do so maintain such authority could not reasonably be expected to have cause a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 2 contracts

Samples: Credit Agreement (Rogers Corp), Credit Agreement (Rogers Corp)

Existence; Conduct of Business. Each of Holdings Parent and the Parent Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done (i) all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) business except to the extent in the case of clause (ii) that the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 2 contracts

Samples: Credit Agreement (Advance Auto Parts Inc), Credit Agreement (Advance Auto Parts Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower (a) will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patentsand Intellectual Property, copyrights, trademarks and trade names in each case that are material to the conduct of its business and (b) will, and will cause each Broker-Dealer Subsidiary to, maintain all rights, privileges, Broker-Dealer Licenses and Memberships and Broker-Dealer Registrations necessary for and material to the normal conduct of its business, except, in each case case, to the extent (other than with respect to the preservation of the existence of Holdings Parent and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 2 contracts

Samples: Term Loan Credit Agreement (NorthStar Asset Management Group Inc.), Credit Agreement (NorthStar Asset Management Group Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each case (other than jurisdiction in which any of its Midstream Properties is located or the preservation ownership of the existence of Holdings and the Parent Borrower) to the extent that its Properties requires such qualification, except where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.059.11.

Appears in 1 contract

Samples: Credit Agreement (Evolve Transition Infrastructure LP)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its business, in each case except (other than as to the preservation of the legal existence of Holdings and the Parent BorrowerCompany or any Guarantor) to the extent that the where failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.paragraph 6C.

Appears in 1 contract

Samples: Saia Inc

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in each the case of clause (other than the preservation of the existence of Holdings and the Parent Borrowerii) to the extent that the where failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Term Credit Agreement (Ascena Retail Group, Inc.)

Existence; Conduct of Business. (a) Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiary to, Subsidiaries to do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrowerb) to the extent that the failure to do so except as could not reasonably be expected to have a Material Adverse Effect, each Borrower will, and will cause each of its Restricted Subsidiaries to do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that none of the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (Schweitzer Mauduit International Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower Obligor will, and will cause each Restricted Subsidiary to, (a) do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsintellectual property rights, trademarks licenses and trade names permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that jurisdiction in which its business is conducted, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03, and (b) carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

Appears in 1 contract

Samples: Credit Agreement (Kodiak Gas Services, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trademarks, trade names and all other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the legal existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.06 or any Disposition permitted by Section 6.05. Section 5.05.

Appears in 1 contract

Samples: Credit Agreement (GoHealth, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew or replace and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than including the preservation renewal and maintenance of the existence of Holdings and the Parent Borrower) to the extent that all Authorizations, except for those the failure to do so could maintain, preserve or keep in full force and effect would not reasonably be expected to have a Material Adverse Effect, and Operating Licenses, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (Alec Holdings Inc)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and and, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect, the rights, licenses, permits, privilegesprivileges and Franchises (including, franchiseswithout limitation, patentsFCC Licenses and any licenses, copyrights, trademarks and trade names permits or authorizations under the Cable Act or the Communications Act) material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any disposition of assets, merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (Renaissance Media Capital Corp)

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Existence; Conduct of Business. Each of Holdings and the The Parent Borrower Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and its qualifications and rights in all jurisdictions in which the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation nature of the existence of Holdings and business conducted or the Parent Borrower) to the extent that property owned by it requires such qualification, except where the failure to do so to qualify, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (Administaff Inc \De\)

Existence; Conduct of Business. Each of AT Finance Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names the Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of AT Finance Holdings and the Parent BorrowerBorrower Parties) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Avago Technologies LTD)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trademarks, trade names and other Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. SECTION 5.05

Appears in 1 contract

Samples: First Lien Credit Agreement (Cyxtera Technologies, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names intellectual property rights material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that and, except where the failure to do so so, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or or, to the extent otherwise permitted under this Agreement, any Disposition permitted by Section 6.05discontinuation of a line of business.

Appears in 1 contract

Samples: Credit Agreement (Zep Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Interactive Data Holdings Corp)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Sinclair Broadcast Group Inc)

Existence; Conduct of Business. (i) Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary of its Significant Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) each Borrower will, and will cause each of its Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its business, in each case (other than the preservation business of the existence of Holdings Company and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have its Subsidiaries taken as a Material Adverse Effect, whole; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution sale permitted (or not restricted) under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (Newmont Mining Corp /De/)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower The Company will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks governmental authorizations and trade names material intellectual property rights necessary to the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) jurisdiction in which its business is conducted to the extent that the failure to do so maintain such authority could reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (John Bean Technologies CORP)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and and, except where any of the following could not reasonably be expected to result in a Material Adverse Effect, the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsIntellectual Property rights, trademarks licenses and trade names material to permits used or useful in the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, jurisdiction in which its business is conducted; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Intercreditor Agreement

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness except, in each case (other than the preservation case of the foregoing requirements insofar as they relate to the legal existence of Holdings the Borrower and the Parent Borrower) Subsidiary Guarantors), to the extent that the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.04.

Appears in 1 contract

Samples: Credit Agreement (Pacific Sunwear of California Inc)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: ProSomnus, Inc.

Existence; Conduct of Business. Each of Holdings and the Parent Borrower willshall, and will shall cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case except (other than the preservation in respect of the legal existence of Holdings and the Parent Borrower) to the extent that where the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing nothing in this Section 5.08 shall not prohibit any merger, merger or consolidation, liquidation or dissolution permitted under Section 6.03 6.04 or any Disposition sale or other disposition permitted by under Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Jda Software Group Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and or the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected expected, individually or in the aggregate, to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. Section 5.05

Appears in 1 contract

Samples: Credit Agreement (Digital Media Solutions, Inc.)

Existence; Conduct of Business. Each of Holdings and Subject to any required approval by the Parent Borrower Court, each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in each the case of clause (other than the preservation of the existence of Holdings and the Parent Borrowerii) to the extent that the where failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Senior Secured (Tailored Brands Inc)

Existence; Conduct of Business. Each of Holdings, Intermediate Holdings and the Parent each Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, in each case (other than the preservation of the existence of Holdings, Intermediate Holdings and the Parent each Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. 105

Appears in 1 contract

Samples: Credit Agreement (Endeavor Group Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, the patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could reasonably be expected to have a Material Adverse Effect, provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 6.03, 6.06, 6.20 or 6.21 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (INVACARE HOLDINGS Corp)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done (i) all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) business except to the extent in the case of clause (ii) that the failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: The Credit Agreement (Advance Auto Parts Inc)

Existence; Conduct of Business. Each of Holdings Parent and the Parent Borrower will, and will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew or replace and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, in each case (other than including the preservation renewal and maintenance of the existence of Holdings and the Parent Borrower) to the extent that all Authorizations, except for those the failure to do so could maintain, preserve or keep in full force and effect would not reasonably be expected to have a Material Adverse Effect, provided and Operating Licenses, PROVIDED that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.056.03.

Appears in 1 contract

Samples: Credit Agreement (Acs Infosource Inc)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, governmental licenses, permits, privileges, franchises, patents, copyrights, trademarks franchises and trade names Intellectual Property material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (EverCommerce Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Consolidated Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks privileges and trade names franchises material to the conduct of its businessbusiness and maintain, if necessary, its qualification to do business in each case (other than jurisdiction in which any of its Midstream Properties is located or the preservation ownership of the existence of Holdings and the Parent Borrower) to the extent that its Properties requires such qualification, except where the failure to do so qualify could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.9.11. ​

Appears in 1 contract

Samples: Credit Agreement (Evolve Transition Infrastructure LP)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: First Lien Credit Agreement (Brigham Minerals, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower Borrowers will, and will cause each Restricted Subsidiary of their Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep maintain in full force and effect (i) its legal existence and the (ii) its respective rights, licenses, permits, privileges, franchisesfran­chises, patents, copyrights, trademarks and trade names material to the conduct of its business, except, in each the case of this clause (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that ii), where the failure to do so so, either individually or in the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing nothing in this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.057.3.

Appears in 1 contract

Samples: Revolving Credit and Term Loan Agreement (Dakota Plains Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (LivaNova PLC)

Existence; Conduct of Business. Each of Holdings and Subject to any required approval by the Parent Borrower Court, each Loan Party will, and will cause each Restricted Subsidiary to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except in each the case of clause (other than the preservation of the existence of Holdings and the Parent Borrowerii) to the extent that the where failure to do so could so, individually or in the aggregate, would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution, disposition or dissolution other transaction permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Possession Credit Agreement (Ascena Retail Group, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower Obligor will, and will cause each Restricted Subsidiary to, (a) do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, licenses, permits, privileges, franchises, patentsgovernmental authorizations, copyrightsintellectual property rights, trademarks licenses and trade names permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each case (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that jurisdiction in which its business is conducted, except where the failure to do so could not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or 6.03, and (b) carry on any Disposition permitted by Section 6.05business other that a Permitted Business.

Appears in 1 contract

Samples: Credit Agreement (Kodiak Gas Services, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 6.03, any Lien permitted by Section 6.02 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Third Amended and Restated Credit Agreement (SMART Global Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and the Borrower will cause each Restricted Subsidiary of the Subsidiaries and the Healthcare Facilities to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, contracts, certifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessnames, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) except to the extent that the failure to do so could (other than in the case of maintaining the Borrower’s existence) would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition sale of assets permitted by under Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (LifeCare Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, amalgamation, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. -126- [EMEA_ACTIVE 302040156_13]

Appears in 1 contract

Samples: Credit Agreement (LivaNova PLC)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names Intellectual Property material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Intercreditor Agreement (SMART Global Holdings, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each Restricted Subsidiary of its Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Material Intellectual Property and trade names material to Governmental Approvals used in the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.. 123

Appears in 1 contract

Samples: Credit Agreement (Franchise Group, Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent The Borrower will, and will cause each of its Restricted Subsidiary Subsidiaries to, do or cause to be done all things reasonably necessary to obtain, preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, contracts, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its business, except, in each the case of this clause (other than the preservation of the existence of Holdings and the Parent Borrower) to the extent that ii), where the failure to do so could would not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition sale of assets permitted by under Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Idearc Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew renew, and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks trademarks, and trade names material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Super Senior Credit Agreement (CPI Card Group Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks Intellectual Property and trade names Governmental Approvals material to the conduct of its business, in each case except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Pluralsight, Inc.)

Existence; Conduct of Business. Each of Holdings (f) Holdings, the Borrower and the Parent Borrower will, and each other Subsidiary will cause each Restricted Subsidiary to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material necessary to the conduct of its business, in each case case, except to the extent (other than with respect to the preservation of the existence of Holdings and the Parent Borrower) to the extent that the failure to do so could not reasonably be expected to have a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition permitted by Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (Momentive Global Inc.)

Existence; Conduct of Business. Each of Holdings and the Parent Borrower will, and the Borrower will cause each Restricted Subsidiary of the Subsidiaries to, do or cause to be done all things necessary to obtain, preserve, renew and keep in full force and effect its legal existence and the rights, contracts, certifications, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names material to the conduct of its businessnames, in each case (other than the preservation of the existence of Holdings and the Parent Borrower) except to the extent that the failure to do so could (other than in the case of maintaining the Borrower’s existence) would not reasonably be expected to have result in a Material Adverse Effect, ; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any Disposition sale of assets permitted by under Section 6.05.

Appears in 1 contract

Samples: Credit Agreement (LifeCare Holdings, Inc.)

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