Future Operations Sample Clauses

Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will (a) keep and maintain the Property in substantially the same condition as of the date of this Agreement, reasonable wear and tear excepted, and (b) promptly advise Purchaser of any litigation, arbitration or administrative hearing condemnation or damage or destruction concerning the Property arising or threatened of which Seller has written notice.

Future Operations. In the event the Division of Mass Transit, Broward County, Florida, throughout the term of this contract should implement operations out of another work base station, the following conditions will apply: Prior to assignment of personnel covered under this Agreement, negotiations will be reopened regarding this Article of the current Agreement to consider methods of implementing seniority. This Article is not to be construed as intent to reopen any other Article or Section in the Agreement.

Future Operations. From the date of this Agreement until the Closing or earlier termination of this Agreement:

Future Operations. (a) Following the Closing through December 31, 2020 (the “Earnout Period”), the Company and its Subsidiaries shall, and the Purchaser and its Affiliates shall cause the Company and its Subsidiaries to, operate, in good faith in accordance with the business plan and practices of the Company and its Subsidiaries in effect prior to the Closing with the existing executives of the Company and its Subsidiaries, and to continue to engage in financing activities so as to obtain and maintain resources for working capital, capital requirements and other business needs at a level consistent with past practices, and shall not make, accelerate or defer any payments or expenditures or accelerate or defer receipt of any revenues, or otherwise take, agree to take, not take or agree not to take any action, different from the ordinary course past practices of the Company and its Subsidiaries prior to the Closing and in each case in a manner that would be reasonably expected to adversely affect the Company’s Gross Revenue or Adjusted EBITDA for the year ended December 31, 2019, the Company’s Adjusted EBITDA for the year ended December 31, 2020 or the amount of any Earnout Payment payable or potentially payable to Seller. In addition, during the Earnout Period, the Company and its Subsidiaries shall not, and the Purchaser and its Affiliates shall cause the Company and its Subsidiaries not to: (i) (A) effect any dividend or distribution of any portion of the cash of the Company and its Subsidiaries, (B) enter into any intercompany loans or similar arrangements with Purchaser or any Affiliates of the Purchaser or (C) enter into any intercompany arrangements or transactions with Purchaser or any other Affiliates of the Purchaser on pricing on terms other than arm’s-length terms, in each case that would reasonably be expected to adversely affect the Company’s Gross Revenue or Adjusted EBITDA for the year ended December 31, 2019, the Company’s Adjusted EBITDA for the year ended December 31, 2020 or the amount of any Earnout Payment payable or potentially payable to Purchaser; (ii) (A) incur any Indebtedness or other Liabilities except for such Indebtedness or Liabilities as relate to the operation of the Company and its Subsidiaries, or (B) incur any Indebtedness or other Liabilities on behalf of the Purchaser or any of its Affiliates with respect to any business other than that of the Company and its Subsidiaries; (iii) transfer, convey, license or otherwise dispose of any rights...

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination Agreement: (i) Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement; (ii) Seller will perform all Seller's obligations under the Contracts and Leases. Seller will not, without the prior written consent of Purchaser, modify, enter into, or renew any Contract or Lease which cannot be canceled upon thirty (30) days' prior written notice. (iii) Seller will continue to manage the Property in a prudent mariner consistent with Seller's past practices. (b) Except with respect to the proposed lease with CDG, which Purchaser approved, from the Effective Date until the Closing or earlier termination of this Agreement. Seller will not lease any space in the Improvements except upon the prior written approval of Purchaser (such approval not to be unreasonably withheld or delayed; provided however, this limitation upon Seller shall not apply with respect to lease renewals and lease extensions pursuant to rights granted under an existing lease. In addition, Seller shall not apply security deposits unless the corresponding tenant is out a f the demised premises by the Closing Date. All costs and expenses (the "New Lease Expenses") incurred and paid by Seller under any new lease entered into after the Effective Date (each a "New Lease") shall be paid by Purchaser in accordance with Section 6.6(c) hereof. Said costs and expenses shall include, but not be limited to, costs incurred and paid by Seller for tenant improvements, leasing commissions, capital improvements, and reasonable attorneys' fees. Notwithstanding anything to the contrary contained herein, Seller will credit Purchaser at Closing (i) up to the amount of $275,000.00 for the New Lease Expenses assumed by Purchaser with respect to the proposed CDG lease and (ii) up to the amount of $24,516.00 00 for lease renewal commissions, unless otherwise paid prior to Closing, with respect to leases for: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ATM, Seguin Nails Coleville, D.D.S., Subway, ▇▇▇▇▇▇ ▇. ▇▇▇▇▇, Valerie's Hair, Hill's Jewelers, Popeye's Chicken, an ▇▇▇▇▇ ▇▇▇▇▇▇ Cosmetics, and the New Lease Expenses for each New Lease allocable to and payable by Seller shall be determined by multiplying the amount of such New Lease Expenses by a fraction, the numerator of which shall be the number of days contained in that portion, if any, of the term of such New Lease commencing on the date on which the tenant thereunder shall...

Future Operations. From the Effective Date until Closing or earlier termination of this Agreement: (a) Seller shall comply with the obligations of the landlord under the Leases which Seller is required to carry out and perform prior to the Closing. (b) Seller shall maintain its existing or comparable casualty and liability insurance with respect to the Property; (c) Seller shall operate and maintain the Property substantially in accordance with its past practices; (d) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new contract, or any amendment or modification to any existing Contract entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, Seller will enter into only those Contracts which Seller believes are necessary to carry out its obligations under Paragraph 13(b) hereof and which shall be cancelable on not more than thirty (30) days’ written notice or without the payment of any termination or other similar fee. If Seller enters into any such Contract after the Approval Date, Seller shall provide prompt notice thereof to Purchaser and unless Purchaser, within five (5) business days after such Seller’s notice, notifies Seller of Purchaser’s intention not to assume such Contract, the Contract shall be assumed by Purchaser at Closing pursuant to Paragraph 5. (e) (i) Promptly upon Seller’s execution thereof, but in no event later than three (3) business days prior to the Approval Date, Seller shall provide to Purchaser a copy of any new Lease, or of any amendment or modification to any existing Lease listed on Exhibit “H” attached hereto, entered into by Seller during the Due Diligence Period. Between the Approval Date and Closing, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned Seller shall not: (A) execute any new Lease affecting the Property, or any part thereof; (B) amend any existing Lease listed on Exhibit “H” attached hereto; or (C) terminate or accept the surrender of any Lease; provided, however, that Seller is authorized to accept the termination of any Lease at the end of its existing term and to expand, extend or renew any Lease pursuant to expansion, extension or renewal options contained therein. (ii) With respect to any request for consent pursuant to Paragraph 13(d)(i), if Purchaser: (A) shall fail either to consent or to express...

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement, Seller will keep and maintain the Property in substantially its condition as of the date of this Agreement. (b) From the Approval Deadline until the Closing or earlier termination of this Agreement, Seller will not lease any space in the Improvements except on terms and conditions generally accepted in like transactions and otherwise approved in writing by Purchaser.

Future Operations. In the event of a relinquishment under Article ‎5.12, the Ministry may perform or cause to be performed any petroleum operations with respect to any Discovery so relinquished without any compensation or indemnification to the Contractor, provided, however, that it shall not interfere with the Petroleum Operations undertaken by the Contractor in the part of the Contract Area retained by the Contractor, if any. The Ministry shall be permitted to use (free of charge) all facilities and equipment in the relinquished Discovery area of the Contractor that are not used for continuing Petroleum Operations in accordance with Article 51 of the Petroleum Regulations, Ministerial Order Number 4/2013, dated June 20 2013, as may be amended. If requested by the Ministry all continuing operations may be undertaken by the Contractor, if so agreed, for a fee and on terms to be agreed between the Ministry and the Contractor.

Future Operations. (a) From the date of this Agreement until the Closing or earlier termination of this Agreement: (i) Seller will use commercially reasonable efforts to cause the Manager to keep and maintain the Property in substantially its condition as of the date of this Agreement including, without limitation; (A) maintaining the inventories of furniture, fixtures, equipment, supplies, retail merchandise, food and beverages at the Property at levels maintained in the ordinary course of business prior to the Effective Date; (B) performing maintenance and repairs for the Property in the ordinary course of business; (C) taking or ceasing such action as is necessary, appropriate or advisable to cure any violation of applicable law with respect to the Property; (D) renewing all Licenses and Permits prior to their expiration; (E) maintaining all insurance policies in effect as of the Effective Date; (F) not making any alterations or improvements at the Property or demolishing any of the Property, other than (1) the Restaurant Punchlist Work, and (2) 2013 CapEx Work; (G) not selling, transferring or otherwise disposing of any of the Property, other than consumable inventories in the ordinary course of business; (H) not removing any Tangible Personal Property from the Property, other than in the ordinary course of business and (I) not taking, or causing or permitting to be taken, any action which could impair Seller’s title to any of the Property or create any lien or encumbrance thereon; (ii) Seller will perform all of Seller’s material obligations under the Contracts, Leases and Management Agreement; (iii) Seller will not, without the prior written consent of Purchaser (which Purchaser shall not unreasonably withhold, condition or delay), modify, enter into, or renew any Contract (i) which cannot be cancelled upon thirty (30) days prior written notice without payment of any termination fee, or (ii) with a cost per annum of $50,000 or more; (iv) Seller will not amend, extend, renew or terminate the Management Agreement without Purchaser’s prior written consent; (v) Seller shall furnish Purchaser with a copy of all material written notices received by Seller or Manager from any governmental authority or other party of any violation of any law, statute, ordinance, regulation or order of any governmental or public authority relating to the Property within ten (10) days following receipt thereof; and Renaissance Chicago Downtown Hotel (vi) Seller shall not cause Manager to (A) tra...