Common use of Business as Usual Clause in Contracts

Business as Usual. Leaseco shall operate and Seller shall cause Leaseco to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Leaseco. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leaseco’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 3 contracts

Samples: Split Off Agreement (Kreido Biofuels, Inc.), Split Off Agreement (Ethanex Energy, Inc.), Split Off Agreement (GoFish Corp.)

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Business as Usual. Leaseco shall operate and Seller shall cause Leaseco to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Leaseco. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leaseco’s assets in their current operating condition and repair, ordinary wear and tear excepted. From the date of this Agreement until the Closing Date, Leaseco shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 2 contracts

Samples: Split Off Agreement (Kentucky USA Energy, Inc.), Split Off Agreement (WaferGen Bio-Systems, Inc.)

Business as Usual. Leaseco OLI shall operate and Seller shall cause Leaseco OLI to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with LeasecoOLI. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco OLI shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain LeasecoOLI’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco OLI shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco OLI nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 2 contracts

Samples: Split Off Agreement (Osler Inc.), Assignment and Assumption Agreement (Osler Inc.)

Business as Usual. Leaseco AWS shall operate and Seller shall cause Leaseco AWS to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with LeasecoAWS. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco AWS shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leaseco’s AWS's assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco AWS shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco AWS nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Aslahan Enterprises Ltd.)

Business as Usual. Leaseco Media shall operate and Seller shall cause Leaseco Media to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with LeasecoMedia. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco Media shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain LeasecoMedia’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco From the date of this Agreement until the Closing Date, Media shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco Media nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (UFood Restaurant Group, Inc.)

Business as Usual. Leaseco Each of the Subsidiaries shall operate and Seller shall cause Leaseco each of the Subsidiaries to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Leasecoeach of the Subsidiaries. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco each of the Subsidiaries shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leaseco’s its assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco Each of the Subsidiaries shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco None of the Subsidiaries nor Buyer the Purchaser shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Atlantic Wine Agencies Inc)

Business as Usual. Leaseco shall operate and Seller shall cause Leaseco to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Leaseco. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leaseco’s assets in their current operating condition and repair, ordinary wear and tear excepted. From the date of this Agreement until the Closing Date, Leaseco shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco nor Buyer Buyers shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Cromwell Uranium Corp.)

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Business as Usual. Leaseco PCDC shall operate and Seller shall cause Leaseco PCDC to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with LeasecoPCDC. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco PCDC shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain LeasecoPCDC’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco PCDC shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco PCDC nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (1st Home Buy & Sell Ltd.)

Business as Usual. Leaseco The Company shall operate and Seller shall cause Leaseco the Company to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with Leasecothe Company. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco the Company shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain Leasecothe Company’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco From the date of this Agreement until the Closing Date, the Company shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco the Company nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Venture Vanadium Inc.)

Business as Usual. Leaseco Leasco shall operate and Seller shall cause Leaseco Leasco to operate in accordance with past practices and shall use best efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with LeasecoLeasco. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco Leasco shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain LeasecoLeasco’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco Leasco shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco Leasco nor Buyer Purchaser shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Split Off Agreement (Foothills Resources Inc)

Business as Usual. Leaseco TWBI shall operate and Seller shall cause Leaseco TWBI to operate in accordance with past practices and shall use best commercially reasonable efforts to preserve its goodwill and the goodwill of its employees, customers and others having business dealings with LeasecoTWB. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, Leaseco TWBI shall (a) make all normal and customary repairs to its equipment, assets and facilities, (b) keep in force all insurance, (c) preserve in full force and effect all material franchises, licenses, contracts and real property interests and comply in all material respects with all laws and regulations, (d) collect all accounts receivable and pay all trade creditors in the ordinary course of business at intervals historically experienced, and (e) preserve and maintain LeasecoTWBI’s assets in their current operating condition and repair, ordinary wear and tear excepted. Leaseco TWBI shall not (i) amend, terminate or surrender any material franchise, license, contract or real property interest, or (ii) sell or dispose of any of its assets except in the ordinary course of business. Neither Leaseco TWBI nor Buyer shall take or omit to take any action that results in Seller incurring any liability or obligation prior to or in connection with the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Transworld Benefits International Inc)

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