Common use of Existence, Properties, Etc Clause in Contracts

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole and exclusive discretion; and (b) the Grantors shall not do, or cause to be done, any act impairing the Grantors’ corporate power or authority (i) to carry on the Grantors’ respective business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ ability to make payment as and when due of all or any part of the Obligations; or (c) the Collateral.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ Grantor’s due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole ; and exclusive discretion; and (b) the Grantors each Grantor shall not do, or cause to be done, any act impairing the Grantors’ Grantor’s corporate power or authority (i) to carry on the Grantors’ respective Grantor’s business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, effect as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ Grantor’s assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ Grantor’s ability to make payment as and when due of all or any part of the Obligations; or (c) the CollateralPledged Property.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ Grantor’s due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole and exclusive discretion; and (b) the Grantors shall not do, or cause to be done, any act impairing the Grantors’ corporate power or authority (i) to carry on the Grantors’ respective business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ ability to make payment as and when due of all or any part of the Obligations; or (c) the Collateral.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ Grantor’s due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole ; and exclusive discretion; and (b) the Grantors each Grantor shall not do, or cause to be done, any act impairing the Grantors’ Grantor’s corporate power or authority (i) to carry on the Grantors’ respective Grantor’s business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, affect as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ Grantor’s assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ Grantor’s ability to make payment as and when due of all or any part of the Obligations; or (c) the CollateralPledged Property.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ Company’s due organization, valid existence and good standing under the laws of its present state of incorporationincorporation or any state into which the Company may reincorporate, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole ; and exclusive discretion; and (b) the Grantors Company shall not do, or cause to be done, any act impairing the Grantors’ Company’s corporate power or authority (i) to carry on the Grantors’ respective Company’s business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, affect as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ Company’s assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ Company’s ability to make payment as and when due of all or any part of the Obligations; or (c) the CollateralPledged Property. The Secured Party acknowledges that such information is confidential and shall be held as such solely for purposes of the administration of this Agreement.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole and exclusive discretion; and (b) the Grantors shall not do, or cause to be done, any act impairing the Grantors’ corporate power or authority (i) to carry on the Grantors’ respective business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture59FF Debentures, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ ability to make payment as and when due of all or any part of the Obligations; or (c) the Collateral.

Existence, Properties, Etc. (a) Each The Grantor that is not an Inactive Subsidiary shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ Grantor’s due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole ; and exclusive discretion; and (b) the Grantors Grantor shall not do, or cause to be done, any act impairing the Grantors’ Grantor’s corporate power or authority (i) to carry on the Grantors’ respective Grantor’s business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean any material and adverse effect, affect as determined by the Secured Party in its reasonable discretion, whether individually or in the aggregate, upon (a) the Grantors’ Grantor’s assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ Grantor’s ability to make payment as and when due of all or any part of the Obligations; or (c) the CollateralPledged Property.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary The Pledgor shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ the Pledgor’s due organization, valid existence and good standing under the laws of its state the State of incorporation, Delaware and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole ; and exclusive discretion; and (b) the Grantors Pledgor shall not do, or cause to be done, any act impairing the Grantors’ Pledgor’s corporate power or authority (i) to carry on the Grantors’ respective Pledgor’s business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “Loan Instruments”) to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “Material Adverse Effect” shall mean means any material and adverse effect, as determined by the Secured Party in its reasonable discretionaffect, whether individually or in the aggregate, upon (a) the Grantors’ Pledgor’s assets, business, operations, properties or condition, financial or otherwiseotherwise or results of operations of the Pledgor, taken as a whole, excluding any change, event, circumstance or effect that is caused by changes in general economic conditions or changes generally affecting the industry in which the Pledgor operates (provided that such changes do not affect the Pledgor in a materially disproportionate manner); or (b) the Grantors’ Pledgor’s ability to make payment as and when due of all or any part of the Obligations; or (c) the CollateralPledged Property.

Existence, Properties, Etc. (a) Each Grantor that is not an Inactive Subsidiary of the Debtors shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain such Grantors’ each of the Debtor's due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below), as determined by the Secured Party in its sole and exclusive discretion; and (b) the Grantors Debtors shall not do, or cause to be done, any act impairing the Grantors’ Debtor's corporate power or authority (i) to carry on the Grantors’ respective Debtor's business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, the First Debenture and the Second Debenture, as well as any other loan instrument or UCC-1 Financing Statements pertaining thereto as required by the Secured Party (which debentures and any other loan instruments collectively shall be referred to as the “"Loan Instruments”") to which it is or will be ---------------- a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term “"Material Adverse Effect” " shall mean any material ----------------------- and adverse effect, effect as determined by the Secured Party in its reasonable sole discretion, whether individually or in the aggregate, upon (a) the Grantors’ Debtor's assets, business, operations, properties or condition, financial or otherwise; (b) the Grantors’ ability Debtor's to make payment as and when due of all or any part of the Obligations; , or (c) the CollateralPledged Property.