Common use of Ordinary Course; Compliance Clause in Contracts

Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and Seller shall cause the Leased Premises to be maintained in good operating condition and repair. Seller shall maintain and repair the Purchased Assets (including HVAC) in accordance with professional standards and the repair and maintenance schedules (including preventative maintenance) recommended by the respective manufacturers of the Cinemas of the Purchased Assets (including HVAC) located at the Leased Premises. Seller shall not defer any repairs or scheduled maintenance, or cancel or modify any Agreement with respect to the Purchased Assets without written notice to Buyer. Seller shall comply in a timely fashion with the provisions of all Permits and its other agreements and commitments applicable to the Cinema. Seller shall use good faith, commercially reasonable efforts to keep the Business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, patrons and others having business relations with it. Seller shall maintain in full force and effect its policies of insurance, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.), Asset Purchase Agreement (Digital Cinema Destinations Corp.)

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Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and Seller shall cause the Leased Premises to be maintained in good operating condition and repair. Seller shall maintain and repair the Purchased Assets (including HVAC) in accordance with professional standards and the repair and maintenance schedules (including preventative maintenance) recommended by the respective manufacturers of the Cinemas of the Purchased Assets (including HVAC) located at the Leased Premises. Seller shall not defer any repairs or scheduled maintenance, or cancel or modify any Agreement agreement with respect to the Purchased Assets without written notice to Buyer. Seller shall comply in a timely fashion with the provisions of all Permits and its other agreements and commitments applicable to the Cinema. Seller shall use good faith, commercially reasonable efforts to keep the Business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, patrons and others having business relations with it. Seller shall maintain in full force and effect its policies of insurance, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

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Ordinary Course; Compliance. The Business shall be conducted only in the ordinary course and Seller shall cause the Leased Premises to be maintained in good operating condition and repair. Seller shall maintain and repair the Purchased Assets (including HVACHVAC units) in accordance with professional standards and the repair and maintenance schedules (including preventative maintenance) recommended by the respective manufacturers of the Cinemas of the Purchased Assets (including HVACHVAC units) located at the Leased Premises. Seller shall not defer any repairs or scheduled maintenance, or cancel or modify any Agreement agreement with respect to the Purchased Assets without written notice to Buyer. Seller shall comply in a timely fashion with the provisions of all Permits and its other agreements and commitments applicable to the Cinema. Seller shall use good faith, commercially reasonable efforts to keep the Business organization intact, keep available the services of its present employees and preserve the goodwill of its suppliers, patrons and others having business relations with it. Seller shall maintain in full force and effect its policies of insurance, subject only to variations required by the ordinary operations of the Business, or else shall obtain, prior to the lapse of any such policy, substantially similar coverage with insurers of recognized standing. Seller shall not make any changes in the manner and extent to which Seller offers or sells Pre-Sold Tickets.

Appears in 1 contract

Samples: Asset Purchase Agreement (Digital Cinema Destinations Corp.)

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