Common use of General Business Operations Clause in Contracts

General Business Operations. Each of the Significant Parties shall (i) preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, provided, however, that this clause (i) shall not apply to Significant Party that is merged, dissolved or liquidated, in each case, to the extent permitted by Section 5.02(d), (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Person, except where such failure could not reasonably be expected to have a Material Adverse Effect, (iii) keep all property used in its business in good working order and condition, ordinary wear and tear excepted, consistent with past practices and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 4.01(n), subject to and in accordance with the Security Agreements and (B) all other trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, including the Trademarks (other than the Principal Trademarks), except, in the case of this clause (B), where such failure could not reasonably be expected to have a Material Adverse Effect, and (v) conduct its business in an orderly manner without voluntary interruption, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each of CBII and the Borrower shall maintain its chief executive office and principal place of business in the US and shall not relocate its chief executive office or change its jurisdiction of formation except upon not less than 90 days prior written notice to the Administrative Agent.

General Business Operations. Each of the Significant Parties shall (i) preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, provided, however, that this clause (i) shall not apply to Significant Party that is merged, dissolved or liquidated, in each case, case to the extent permitted by Section 5.02(d), (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Person, except where such failure could not reasonably be expected to have a Material Adverse Effect, (iii) keep all property used in its business in good working order and condition, ordinary wear and tear excepted, excepted consistent with past practices and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 4.01(n)5.01(g) hereto, subject to and in accordance with the Security Agreements and (B) all other trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, registrations including the Xxxxxxxx Trademarks (other than and the Principal Fresh Express Trademarks), except, in the case of this clause (B), where such failure could not reasonably be expected to have a Material Adverse Effect, and (v) conduct its business in an orderly manner without voluntary interruption, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each of CBII and the The Borrower shall maintain its chief executive office Chief Executive Office and principal place of business in the US United States and shall not relocate its chief executive office Chief Executive Office or change its jurisdiction of formation except upon not less than 90 days prior written notice to the Administrative Agent.

General Business Operations. Each of the Significant Parties shall (i) preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, provided, however, that this any Significant Party may cease to comply with clause (i) shall not apply to Significant Party that if it is merged, dissolved merged with or liquidatedacquired by another CBII Entity or otherwise dissolves, in each case, to the extent either case as permitted by Section 5.02(d)this Agreement, (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Person, except where such failure could not reasonably be expected to have a Material Adverse Effect, (iii) keep all property used in its business in good working order and condition, ordinary wear and tear excepted, excepted consistent with past practices and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 4.01(n)5.01(g) hereto, subject to and in accordance with the Security Agreements Agreement, and (B) all other trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, registrations including the Trademarks (other than the Principal Xxxxxxxx Trademarks), except, in the case of this clause (B), where such failure could not reasonably be expected to have a Material Adverse Effect, and (v) conduct its business in an orderly manner without voluntary interruption, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each of CBII and the The Borrower shall maintain its chief executive office Chief Executive Office and principal place of business in the US United States and shall not relocate its chief executive office Chief Executive Office or change its jurisdiction of formation except upon not less than 90 days prior written notice to the Administrative Agent.

General Business Operations. Each of the Significant Loan Parties shall (i) except as otherwise permitted under Section 5.02(d)(i), preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges privileges, franchises and other authority reasonably necessary to the conduct of its business, provided, however, provided that this clause (i) the Loan Parties shall not apply be permitted to Significant Party that is merged, dissolved or liquidated, dissolve Immaterial Subsidiaries from time to time in each case, to the extent permitted by Section 5.02(d)Loan Parties’ reasonable business judgment, (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Personin all material respects and, except where such failure as could not reasonably be expected to have a Material Adverse Effect, all Contractual Obligations applicable to such Person, (iii) keep all property used useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, consistent with past practices excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 4.01(n), subject to and in accordance with the Security Agreements and (B) all other material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, including the Trademarks (other than the Principal Trademarks), except, in the case of this clause (B), where such failure could not reasonably be expected registrations necessary to have a Material Adverse Effect, its business and (v) conduct its business in an orderly manner without voluntary material interruption. No Loan Party shall reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the Closing Date (or the date it became a Loan Party) unless (A) the Administrative Agent shall hold a perfected, except where first priority security interest in and Lien on all of the assets of such failure could not reasonably be expected reincorporated or reorganized entity (subject to Permitted Liens) and (B) the Administrative Agent shall have a Material Adverse Effect. Each of CBII and the Borrower shall maintain its chief executive office and principal place of business in the US and shall not relocate its chief executive office or change its jurisdiction of formation except upon not less than 90 received thirty (30) days prior written notice to the Administrative Agentnotice.

General Business Operations. Each of the Significant Loan Parties shall (i) except as otherwise permitted under Section 5.02(d)(i), preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges privileges, franchises and other authority reasonably necessary to the conduct of its business, provided, however, provided that this clause (i) the Loan Parties shall not apply be permitted to Significant Party that is merged, dissolved or liquidated, dissolve Immaterial Subsidiaries from time to time in each case, to the extent permitted by Section 5.02(d)Loan Parties' reasonable business 56 judgment, (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Personin all material respects and, except where such failure as could not reasonably be expected to have a Material Adverse Effect, all Contractual Obligations applicable to such Person, (iii) keep all property used useful and necessary in its business in good working order and condition, ordinary wear and tear excepted, consistent with past practices excepted and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect all of its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 4.01(n), subject to and in accordance with the Security Agreements and (B) all other material trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, including the Trademarks (other than the Principal Trademarks), except, in the case of this clause (B), where such failure could not reasonably be expected registrations necessary to have a Material Adverse Effect, its business and (v) conduct its business in an orderly manner without voluntary material interruption, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each of CBII and Neither the Borrower nor any Guarantor shall maintain its chief executive office reincorporate or reorganize itself under the laws of any jurisdiction other than the jurisdiction in which it is incorporated or organized as of the Second Restatement Effective Date (or the date it became a Guarantor) unless (A) the Administrative Agent shall hold a perfected, first priority security interest in and principal place Lien on all of business in the US assets of such reincorporated or reorganized entity (subject to Permitted Liens) and (B) the Administrative Agent shall not relocate its chief executive office or change its jurisdiction of formation except upon not less than 90 have received thirty (30) days prior written notice to the Administrative Agentnotice.

General Business Operations. Each of the Significant Parties shall (i) preserve, renew and maintain in full force its corporate, partnership or limited liability company existence and good standing under the Governmental Rules of the jurisdiction of its organization and all of its rights, licenses, leases, qualifications, privileges franchises and other authority reasonably necessary to the conduct of its business, provided, however, that this clause (i) shall not apply to Significant Party that is merged, dissolved or liquidated, in each case, to the extent permitted by Section 5.02(d), (ii) conduct its business activities in compliance with all Requirements of Law and Contractual Obligations applicable to such Person, except where such failure could not reasonably be expected to have a Material Adverse Effect, (iii) keep all property used in its business in good working order and condition, ordinary wear and tear excepted, consistent with past practices and from time to time make, or cause to be made, all necessary and proper repairs, except, in each case, where any failure, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, (iv) maintain, preserve and protect its rights to enjoy and use (A) the Principal Trademarks in the countries indicated as set forth in Schedule 4.01(n), subject to and in accordance with the Security Agreements and (B) all other trademarks, trade names, service marks, patents, copyrights, licenses, leases, franchise agreements and franchise registrations, including the Trademarks (other than the Principal Trademarks), except, in the case of this clause (B), where such failure could not reasonably be expected to have a Material Adverse Effect, and (v) conduct its business in an orderly manner without voluntary interruption, except where such failure could not reasonably be expected to have a Material Adverse Effect. Each of CBII and the Borrower shall maintain its chief executive office and principal place of business in the US and shall not relocate its chief executive office or change its jurisdiction of formation except upon not less than 90 30 days prior written notice to the Administrative Agent.