Common use of Existence; Conduct of Business Clause in Contracts

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to 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 transaction permitted under Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except except, in the case of clause (ii), where the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction disposition of assets permitted under Section 6.05.

Existence; Conduct of Business. The 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 (i) maintain in full force and effect its legal existence and the (ii) preserve, renew and maintain its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its businessbusiness (except, except where the failure to do so, individually or in the aggregatecase of this clause (ii), as would not reasonably be expected to 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 transaction permitted under Section 6.057.3.

Existence; Conduct of Business. The 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 maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its businessbusiness and will continue to engage in substantially the same business as presently conducted or such other businesses that are reasonably related thereto; provided, except where the failure to do so, individually or that nothing in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.057.3.

Existence; Conduct of Business. The Each Borrower will, and will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.056.10.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, so would not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted transaction that is not otherwise prohibited under Section 6.03 or any transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries and Inactive Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.056.10.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to to, except as permitted by Section 7.3(a), preserve, renew and keep maintain in full force and effect its legal existence and the its respective rights, licenseslicenses (including Licenses), permits, privileges privileges, franchises and franchises Intellectual Property material to the conduct of its business, except where the failure business and will continue to do so, individually or engage in the aggregatesame business as presently conducted or such other businesses that are reasonably related thereto; provided, would not reasonably be expected to result that nothing in a Material Adverse Effect; provided that the foregoing this Section 5.3 shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.057.3.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.056.11.

Existence; Conduct of Business. The 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 (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (i) (other than with respect to the Borrower) or clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.056.11.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted transaction that is not otherwise prohibited under Section 6.03 or any transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where unless the failure to do soso preserve or renew such rights, individually licenses, permits, privileges or in the aggregate, franchises would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution permitted under Section 6.03 or any other transaction permitted under Section 6.05Sections 6.03, 6.05 or 6.06.

Existence; Conduct of Business. The Each of Holdings and the Borrower will, and will cause each of its the Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licensesqualifications, permits, privileges approvals, accreditations, authorizations, Reimbursement Approvals, licenses, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The 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 maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, fran­chises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure business and will continue to do so, individually or engage in the aggregatesame business as presently conducted or such other businesses that are reasonably related thereto; provided, would not reasonably be expected to result that nothing in a Material Adverse Effect; provided that the foregoing this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.057.3.

Existence; Conduct of Business. The Each Borrower will, and will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preservemaintain, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges privileges, franchises, patents, registered copyrights, trademarks and franchises material to trade names in the normal conduct of its business, except where to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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, or any transaction Asset Sale permitted under Section 6.05Sections 6.05 or 6.06.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries 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 privileges, franchises and franchises material Intellectual Property to the conduct of its business, except where to the extent (other than with respect to the preservation of the existence of the Borrower) that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction Disposition permitted under by Section 6.05.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its businessbusiness (including agreements with Merck, including those to be entered into in connection with the IPO described in the IPO Prospectus) except where the failure for failures to do soso which would, individually or in the aggregatecollectively, would not reasonably be expected to 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. (a) The U.S. Borrower will, and will cause each of its Restricted Subsidiaries Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where to the extent that the failure to do so, individually or in the aggregate, so would not reasonably be expected to 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 transaction Disposition permitted under by Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, so would not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.056.11.

Existence; Conduct of Business. The Borrower Borrowers will, and will cause each of its Restricted their respective Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where to the extent the failure to do so, individually or in the aggregate, so does not and would not reasonably be expected to result in have a Material Adverse Effect; provided provided, that the foregoing nothing in this Section 5.3 shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.057.3.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution other transaction permitted under Section 6.03 or any transaction permitted under Section 6.05.

Existence; Conduct of Business. (a) The Borrower will, and each Subsidiary 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 its legal existence and the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its businessbusiness except, except other than in the case of the legal existence of the Borrower, where the failure to do so, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, will do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its (i) legal existence and (ii) the rights, licenses, qualifications, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure to do so, individually or in the aggregate, so would not reasonably be expected to 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where to the extent that the failure to do so, individually or in so (other than with respect to the aggregate, maintenance of the Borrower’s existence) would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under by Section 6.03 or any transaction permitted under Section 6.056.11.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, business except where to the extent that the failure to do so, individually or in other than with respect to the aggregateBorrower, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 7.03 or any transaction Disposition permitted under by Section 6.057.04.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises material trade names except to the conduct of its business, except where extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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, or any transaction Asset Sale permitted under Section 6.056.05 or 6.06.

Existence; Conduct of Business. The Each Borrower will, and will cause each of its Restricted Subsidiaries subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its businessbusiness except, except in the case of any such subsidiary that is not a Borrowing Subsidiary, where the failure to do so, individually or in the aggregate, would so could not reasonably be expected to 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The 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 maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure business and will continue to do so, individually or engage in the aggregatesame business as presently conducted or such other businesses that are reasonably related thereto; provided, would not reasonably be expected to result however, that nothing in a Material Adverse Effect; provided that the foregoing this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.058.2.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted 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, licenses, permits, privileges privileges, authorizations and franchises material to the conduct of its business, except where (other than with respect to the Borrower) to the extent that failure to do so, individually or in the aggregate, would not reasonably be expected to result in 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 transaction permitted under Section 6.057.03.

Existence; Conduct of Business. The 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 (i) its legal existence and the (ii) its rights, licenses, permits, contracts, privileges and franchises material except to the conduct of its business, except where the extent that failure to do so, individually or in the aggregate, would could not reasonably be expected to 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 transaction permitted under Section 6.056.02.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its businessbusiness (including agreements with Merck, including those to be entered into in connection with the Spin-Off described in the Spin-Off Registration Statement) except where the failure for failures to do soso which, individually or in the aggregatecollectively, would not reasonably be expected to to, 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted 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 privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, amalgamation, liquidation or dissolution permitted under Section 6.03 or any transaction Disposition permitted under by Section 6.05.

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

Existence; Conduct of Business. The 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 maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure business and will continue to do so, individually or engage in the aggregatesame business as presently conducted or such other businesses that are reasonably related thereto; CHAR1\935816v6 provided, would not reasonably be expected to result however, that nothing in a Material Adverse Effect; provided that the foregoing this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.057.2.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its business, Subsidiaries taken as a whole except where to that extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction permitted under Section 6.05.6.2. 5.4

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where for such rights, licenses, permits, privileges and franchises the failure to do soloss of which, either individually or in the aggregate, would could not reasonably be expected to result in 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 transaction permitted under Section 6.05asset sale not prohibited by the terms of this Agreement.

Existence; Conduct of Business. The 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 (a) its legal existence existence, (b) all Permits, and (iii) all Governmental Approvals (including the rights, licenses, permits, privileges and franchises material to the conduct of its business), except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 7.3 or any transaction sale, lease, transfer or other disposition permitted under by Section 6.057.5.

Existence; Conduct of Business. The Borrower will, and will cause each of its the Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, contracts, licenses, permits, privileges privileges, franchises, and franchises Intellectual Property material to the conduct of its businessthe business of the Borrower and the Restricted Subsidiaries, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in taken as a Material Adverse Effectwhole; provided that the foregoing shall not prohibit any Permitted Restructuring or any #85239856v39 Table of Contents other merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction sale of assets permitted under Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries to, continue to engage in business of the same general type as conducted by the Borrower and its Subsidiaries on the Closing Date, after giving effect to the Acquisition and taken as a whole, and do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to 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 transaction permitted under Section 6.058.04.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except in each case (other than with respect to legal existence) where the failure to do so, individually or in the aggregate, would could not reasonably be expected to 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Borrower will, shall (a) preserve 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 maintain its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, business except where the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in a Material Adverse EffectEffect and (b) cause each of its Subsidiaries to preserve and maintain its legal H-648707.7 26 existence 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 transaction permitted under Section 6.056.3.

Existence; Conduct of Business. (a) The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except (other than with respect to any Loan Party’s legal existence) where the failure to do so, individually or in the aggregate, would so could not reasonably be expected to 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 transaction permitted under Section 6.056.04.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section ‎Section 6.03 or any transaction permitted under Section ‎Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Significant Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its businessSubsidiaries, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in taken as a Material Adverse Effectwhole; provided that the foregoing shall [[DMS:5463132v3:06/29/2020--06:10 PM]] [[5531905v.2]] not prohibit any merger, consolidation, liquidation or dissolution permitted not prohibited under Section 6.03 or any transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The 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 its legal existence and the its rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises material trade names, except to the conduct of its business, except where extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to 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 transaction permitted under Section 6.05.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of the business of the Borrower and its businessRestricted Subsidiaries, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in taken as a Material Adverse Effectwhole; provided PROVIDED that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.056.04.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Consolidated Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure business and will continue to do so, individually or engage in the aggregatesame business as presently conducted or such other businesses that are reasonably related thereto; provided, would not reasonably be expected to result that nothing in a Material Adverse Effect; provided that the foregoing this Section shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.056.3.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Each Borrower will, and will cause each of its Restricted Domestic Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep maintain in full force and effect its legal existence and the its respective rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its business, except where the failure business and will continue to do so, individually or engage in the aggregatesame business as presently conducted or such other businesses that are reasonably related thereto; provided, would not reasonably be expected to result that nothing in a Material Adverse Effect; provided that the foregoing this Section 5.3 shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.057.3.

Existence; Conduct of Business. The 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 (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (i) (other than with respect to the Borrower) or clause (ii), to the extent that the failure to do so, individually or in the aggregate, so would not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.056.11.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.05.

Existence; Conduct of Business. The Each Borrower will, and will cause each of its Restricted Subsidiaries (other than Immaterial Subsidiaries) to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence existence, and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause ‎(ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction permitted under Section 6.05‎Section 6.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its the Restricted Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, so (individually or in the aggregate, would collectively with all such failures) could not reasonably be expected to result in 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, or any transaction Disposition permitted under Section 6.056.08.

Existence; Conduct of Business. The Each Borrower will, and will cause each of its Restricted Subsidiaries to, do or cause to be done all things reasonably necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises material trade names except to the conduct of its business, except where extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, 132 liquidation or dissolution permitted under Section 6.03 6.03, or any transaction Asset Sale permitted under Section 6.056.05 or 6.06.

Existence; Conduct of Business. The Borrower willshall, and will shall cause each of its Restricted Subsidiaries to, do or cause to be done all things necessary to (i) preserve, renew renew, and keep in full force and effect its legal existence and (ii) take all reasonable action to maintain the rights, licenses, permits, privileges privileges, and franchises material to the conduct of its businessBusiness except, except in the case of clause (ii) above, where the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that , but the foregoing shall will not prohibit any merger, consolidation, liquidation liquidation, or dissolution permitted under Section 6.03 6.3 or any transaction Asset Sale permitted under Section 6.056.8.

Existence; Conduct of Business. The Borrower willshall, and will shall cause each of its Restricted Subsidiaries Borrower Group Entity to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to necessary for the conduct of its businessbusiness except, except in each case (other than in the case of the maintenance of existence of each Loan Party), where the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in have a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under not prohibited by Section 6.03 or any transaction permitted under disposition not prohibited by Section 6.056.13.

Existence; Conduct of Business. The 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 (a) its legal existence and (b) except as would not reasonably be expected to cause a Material Adverse Effect, the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 7.3 or any transaction sale, lease, transfer or other disposition permitted under by Section 6.057.5.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries Subsidiary to, do or cause to be done all things necessary to preserve, renew and keep CARRIZO REVOLVING CREDIT AGREEMENT 57 Index in full force and effect (a) its legal existence and (b) except where the failure to do so could not reasonably be excepted to result in a Material Adverse Effect, the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to 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 transaction permitted under Section 6.057.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Consolidated Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where to the extent the failure to do soso could not reasonably be expected, either individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided provided, however, that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03 or any transaction permitted under Section 6.056.3.

Existence; Conduct of Business. The Borrower willwill and will cause its Material Subsidiaries to, and except to the extent that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect, will cause each of its Restricted Subsidiaries other subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution otherwise permitted under Section 6.03 or any transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where the failure to do soother than those whose loss, individually or in the aggregateeach case, would not reasonably be expected to result in a Material Adverse EffectChange; provided that the foregoing shall not prohibit any merger, consolidation, liquidation liquidation, dissolution or dissolution permitted under Section 6.03 or any other transaction permitted under Section 6.057.02.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries and any Loan Party to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (a) its legal existence and (b) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where in the case of clause (b), to the extent that failure to do so, individually or in the aggregate, would could not reasonably be expected to result in 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 transaction permitted under Section 6.056.02.

Existence; Conduct of Business. The 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 its legal existence and except to the extent it could not reasonably be expected to have a Material Adverse Effect, all the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises material to trade names used in or necessary for the conduct of its business, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to 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 transaction permitted under Section 6.056.04.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Subsidiaries 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 privileges, franchises and franchises material Intellectual Property, except to the conduct extent (other than with respect to the preservation of its business, except where the existence of the Borrower) that the failure to do so, individually or in the aggregate, so would not reasonably be expected to result in 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 transaction Disposition permitted under by Section 6.05.

Existence; Conduct of Business. (a) The Borrower will, and each Subsidiary 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 its legal existence and the rights, licenses, permits, privileges privileges, franchises, patents, copyrights, trademarks and franchises trade names material to the conduct of its businessbusiness except, except ​ ​ ​ other than in the case of the legal existence of the Borrower, where the failure to do so, individually or in the aggregate, would could not reasonably be expected to result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution transaction permitted under Section 6.03 or any transaction permitted under Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted the Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rightsand, licenses, permits, privileges and franchises material to the conduct of its business, except where the extent that failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in a Material Adverse Effect, the rights, licenses, permits, privileges, franchises, patents, copyrights, trademarks and trade names 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 transaction sale of assets permitted under Section 6.05.

Existence; Conduct of Business. The Borrower will, and will cause each of its Restricted Material Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect (i) its legal existence and (ii) the rights, licenses, permits, privileges and franchises material to the conduct of its business, except where except, in the case of the preceding clause (ii), to the extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction permitted under Section 6.056.03.

Existence; Conduct of Business. The 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 its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of the business of the Borrower and its business, Subsidiaries taken as a whole except where to that extent that the failure to do so, individually or in the aggregate, would so could not reasonably be expected to result in 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 transaction permitted under Section 6.056.2.