Actions and Operations Pending Closing Sample Clauses
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to conditions beyond Seller’s reasonable control, the Hotel will continue to be operated and maintained in the ordinary course of business substantially consistent with Present Standards including, without limitation (i) maintaining the inventories of FF&E, Operating Equipment and Consumables at the Property at levels substantially consistent with Present Standards, (ii) maintaining all Fixtures and Tangible Personal Property in the same condition as it existed as of the Effective Date (reasonable wear, tear and loss excepted) and not trading, substituting or removing any Personal Property from the Hotel, except Consumables and Inventory substantially consistent with Present Standards, (iii) performing routine maintenance and repairs for the Property substantially consistent with Present Standards, (iv) renewing all material Licenses and Permits prior to their expiration, (v) maintaining all insurance policies, (vi) not making any material alterations or improvements at the Property (other than those items covered by the Renovation Work), or demolishing any of the Property subject to Section 11.1, (vii) not selling, transferring or otherwise disposing of any of the Property, other than substantially consistent with Present Standards and (viii) not removing any Property from the Hotel, other than consistent with Present Standards or as required in connection with the work covered by the Renovation Work.
(b) Seller shall be responsible for the payment in full and completion of the Renovation Work, and the release of any and all mechanic’s liens related thereto. Seller shall use commercially reasonable and diligent efforts to complete the Renovation Work in a good and workmanlike manner, in compliance with all applicable Legal Requirements, in compliance with the plans and specifications reviewed by Purchaser, and as soon as reasonably possible following Closing at Seller’s sole cost and expense; provided that Seller shall endeavor to complete the Renovation Work no later than March 31, 2016 (provided that Seller shall have until July 1, 2016 to finalize and receive any lien waivers or related close-out payments with respect to the Renovation Work). In connection with the Renovation Work, Seller shall promptly bond over or remove any and all monetary liens arising in connection thereto. In addition, Seller shall cause each contractor involved in the Renovation Work to list Purchaser and Da...
Actions and Operations Pending Closing. Seller agrees that from the date hereof through the Closing Date:
(a) Seller shall continue to operate and maintain the Property substantially in accordance with Seller’s and Property Manager’s present standards and current business practices, provided that during said period, without the prior written consent of Purchaser which may be given or withheld in Purchaser’s sole and absolute discretion (except as indicated below), Seller shall not do, suffer or permit, or agree to do, any of the following:
(i) Enter into any transaction with respect to or affecting the Property out of the ordinary course of business;
(ii) Sell, mortgage, pledge, encumber, grant any interest in or otherwise transfer or dispose of the Property or any part thereof or any interest therein, in any form or manner whatsoever;
(iii) Remove from the Real Property any of the fixtures thereon or any of the Personalty; provided, however, that damaged or obsolete fixtures and Personalty may be replaced or discarded, as appropriate; or
(iv) Enter into or take any other action with respect to the Leases in violation of Section 10.2 of this Agreement.
(b) Seller shall maintain the Property free from waste and neglect and in its current condition and repair and shall keep and perform or cause to be performed all obligations of the landlord under the Leases, all obligations of Seller under the Contracts and all Licenses, all obligations of Seller under the Legal Requirements, and all obligations arising under the Existing Debt, to and including the Closing Date or termination of this Agreement. Seller shall operate the Property in compliance with all Legal Requirements between the date of this Agreement and the Closing Date. Seller will in all events comply with any notice received from any insurance company which has issued a policy with respect to any of the Parcels, or by any board of fire underwriters (or other body exercising similar functions) and complete all repairs, alterations or other work required in order to comply with such notice and to correct any such defect prior to Closing, at Seller’s cost and expense, if such notice is received by Seller prior to Closing hereunder.
(c) Seller shall, effective as of Closing, terminate the Existing Management Agreements and any other Contracts Purchaser may by written notice request Seller to terminate, other than contracts that cannot be terminated upon thirty (30) days written notice including, but not limited to copier and postage leases and...
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in substantially the same manner in which the Hotel was operated, maintained, and managed immediately prior to the execution of this Agreement.
(b) Owner or Operating Lessee may (i) enter into any new Hotel Contract (other than a hotel management agreement) or Space Lease or (ii) cancel, modify, or renew any existing Hotel Contract or Space Lease, in each case, in the ordinary course of business.
(c) Owner or Operating Lessee shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business.
(d) Owner or Operating Lessee shall use commercially reasonable efforts to preserve in full force and effect all existing Permits and cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable actions necessary to cause the reinstatement of such Permit.
(e) Owner or Operating Lessee shall use commercially reasonable efforts to maintain and cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
Actions and Operations Pending Closing. Seller and Purchaser agree that after the date hereof and until the Closing Date:
(a) The Master Lease will remain in full force and effect.
(b) The Sublease will remain in full force and effect.
(c) Seller will not enter into any new material contract or Space Lease or create any Title Defect, or, other than pursuant to, or by virtue of, this Agreement, the Related Agreements or the Third Party Consents, cancel, modify or renew any existing material contract or Space Lease relating to the Two Sale Properties, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Seller shall notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 5.01 not true in any material respect.
(e) Seller will not dispose of any of the Property, except in the ordinary course of business and in accordance with this Agreement or as required under the Master Lease.
(f) Purchaser will not terminate, modify or amend the Sublease or consent to or waive any material action or omission by Subtenant under the Sublease.
Actions and Operations Pending Closing. Seller agrees that after the Effective Date and until the Closing Date:
(a) The Hotel will continue to be operated and maintained substantially in accordance with present standards; and Seller shall not (except with Buyer’s prior written approval) cause, approve or permit any material change in the operations of the Hotel, including (without limitation): (i) reduction in inventories of Consumables to levels below those maintained at the Hotel during the preceding 12 months (taking into account any seasonal fluctuations), (ii) material changes in current levels of guest, room and other services at the Hotel, (iii) any material reduction in current sales and marketing efforts with respect to the Hotel, (iv) deferral of scheduled or routine maintenance, repair and replacement of the Improvements or Fixtures and Tangible Personal Property, (v) any material reduction in staff at the Hotel or the transfer of the general manager, any department head or any other executive staff, and (vi) filing of any notice of protest or appeal against, or commencement of any proceeding to recover, any property tax assessments against the Hotel.
(b) From the date of this Agreement, Seller will not enter into any new Hotel Contract, Employment Contract or Space Lease or create any Title Defect or, or cancel, modify, extend or renew any existing Hotel Contract, Employment Contract or Space Lease, without the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s sole discretion.
(c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel’s standard rates including customary discounted rates. Seller shall entertain in good faith Purchaser’s suggestions relating to the policy of the Hotel with respect to future Bookings and extension of credit.
(d) Seller shall preserve in force all existing Permits and cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall expire or be suspended or revoked, Seller shall promptly so notify Purchaser and shall take all measures necessary to cause the reinstatement of such Permit without any additional limitation or condition.
(e) Seller shall not do or voluntarily suffer any act which would result in any of the representations or warranties contained in Section 5.01 not being materially correct as of Closing. Seller shall notify Purchaser promptly if Seller becomes aware of any transac...
Actions and Operations Pending Closing. Seller agrees that, between the date of this Agreement and the Closing Date:
(a) Seller shall continue to operate and maintain the Property substantially in accordance with the present standards.
(b) Until the Closing Date, Seller shall maintain or replace in the ordinary course of business all Personal Property associated with the Property and shall not sell, transfer, encumber or permit the sale, transfer or encumbrance of any such Personal Property except in the ordinary course of business, unless such Personal Property so removed is replaced with new Personal Property of similar quality and utility.
(c) Seller shall maintain all Contracts and Permits in full force and effect, and in the ordinary course of business timely make all payments and observe and perform all material
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to the terms of the Existing Management Agreement and conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in substantially the same manner in which the Hotel was operated, maintained, and managed during the six (6) months immediately prior to the execution of this Agreement and with the operations of other similarly situated hospitality properties of similar size and quality, all in accordance with Franchisor’s standards.
(b) Seller shall maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.
Actions and Operations Pending Closing. PC Member agrees that at all times prior to the Closing Date or sooner termination of this Agreement:
(a) PC Member will promptly notify TCG Member of any material change prior to Closing in any of the facts reflected in any statements, certificates, exhibits or other documents made or furnished by PC Member in connection with this Agreement or in the condition of any Property.
(b) PC Member will discharge when due and comply with its obligations, if any, under any contracts or other agreements relating to any Property and will not enter into or modify any contract or other agreement that in any material way affects a Property and that will survive Closing except in the ordinary course of business consistent with PC Member’s past practice or the 2008 Harvesting Forecast.
(c) PC Member will complete and pay in full prior to Closing (or, if not yet due, then pay in a timely manner) any payments required to be paid for goods or services provided prior to Closing under agreements between PC Member or any of its Affiliates and any third parties affecting the Properties.
(d) PC Member will not alienate, create any Encumbrance on or otherwise transfer any Property or any interest therein, except as contemplated under this Agreement.
(e) Subject to conditions beyond PC Member’s reasonable control, PC Member will, or will cause its Affiliates to, operate and maintain the Properties substantially in accordance with PC Member’s current practices and shall not voluntarily make changes to the Properties that are inconsistent with the 2008 Harvesting Forecast. Without limiting the foregoing, PC Member shall perform in all material respects its obligations under Legal Requirements.
(f) PC Member will, or will cause its Affiliates to, maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Properties.
(g) PC Member has granted TCG Member and its representatives, consultants and contractors a license to enter upon the Properties upon reasonable prior notice to PC Member to make such surveys, tests and site analyses, environmental and engineering studies and to conduct such due diligence as TCG Member may deem necessary; provided, however, that Investor shall not conduct any physically destructive or invasive testing such as soils or water testing, without PC Member’s prior consent, which consent may not be unreasonably withheld.
(h) PC Member shall use c...
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to the terms of the Existing Management Agreement and conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in the normal course of business pursuant to the approved 2018 operating and capital expenditure budgets previously approved by Seller with respect to the Hotel, including performing all ongoing repairs and maintenance plans. Upon written request from Purchaser from time to time, Seller agrees to provide updates to Purchaser regarding operational results and capital expenditures as requested by Purchaser.
(b) Seller shall maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.