Common use of Future Operations Clause in Contracts

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) transfer or cancel any Bookings scheduled to occur on or after the Closing Date, other than in the ordinary course of business, or (B) accept any Bookings scheduled to occur on or after the Closing Date at a discount from Seller’s regular room rates, other than in the ordinary course of business.

Future Operations. (a) From the date of this Agreement Effective Date until the Closing or earlier termination of this Agreement: (ia) Seller will use commercially reasonable efforts to cause the Manager to keep shall maintain its existing or comparable casualty 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 liability insurance with respect to the Property; (b) Seller shall operate and maintain the Property substantially in accordance with its past practices; (c) Seller shall not, without Purchaser’s prior written consent: (i) sell, encumber or otherwise dispose of any interest in the Property; (Dii) renewing all Licenses and Permits prior enter into any new leases or contracts (to their expiration; (Ethe extent such contracts will be binding upon Purchaser after Closing) maintaining all insurance policies in effect as of the Effective Date; (F) not making any alterations or improvements at for the Property that are not subject to termination or demolishing cancellation by Seller without penalty upon no more than thirty (30) days’ prior written notice; or (iii) cancel, modify in any material respect or renew the ▇▇▇▇ Lease, except as may be mutually agreed upon by Seller and Purchaser; (d) Seller shall not, without Purchaser’s prior written consent, enter into any contracts or commitments with respect to the Property involving any capital expenditure or construction; (e) Seller shall provide Purchaser with prompt notice of any and all claims, suits and notices of default or other violations given to or received by Seller in respect of the Property, together with copies of all written communications given to or received by Seller in connection with such claims, suits, notices or other than violations (1) the Restaurant Punchlist Workprovided, and (2) 2013 CapEx Work; (G) however, that Seller shall not selling, transferring or otherwise disposing be required to provide Purchaser with notice of any general liability insurance claims, or any claims, suits or notices of default or other violations relating to employment and/or workers’ compensation issues, arising from the operation of the Property, other than consumable inventories health club in the ordinary course of business; Initial Club Premises prior to the Closing); (Hf) Seller shall not removing any remove the Tangible Personal Property from the PropertyReal Property except as may be required for necessary repair or replacement, other than in provided that any replacement of such Tangible Personal Property shall be of approximately equal quality and quantity as 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 thereonremoved item; (iig) Seller will perform all and Purchaser acknowledge receipt of Sellerthat certain tenant estoppel dated December 17, 2013 executed by Tenant. Seller shall use commercially reasonable efforts (and, upon Purchaser’s material obligations under request, provide Purchaser with reasonable evidence of such efforts) to obtain and deliver to Purchaser not less than five (5) business days prior to Closing a “bring down” estoppel certificate executed by the ContractsTenant, Leases substantially in the form of Exhibit “I” attached hereto and Management Agreement; made a part hereof (iiithe “Tenant Estoppel”) Seller will not, without the prior written consent of Purchaser (which Purchaser shall and dated not unreasonably withhold, condition or delay), modify, enter into, or renew any Contract (i) which cannot be cancelled upon more than 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) transfer or cancel any Bookings scheduled to occur on or after the Closing Date, confirming the matters set forth in the Tenant Estoppel (the Tenant Estoppel, as so confirmed, the “Confirming Tenant Estoppel”). Seller shall not be obligated to expend any funds (other than nominal sums) in connection with obtaining the Tenant Estoppel and, provided that Seller uses commercially reasonable efforts to obtain and deliver the Tenant Estoppel, the failure of Seller to obtain such Tenant Estoppel shall not be a breach or default hereunder or a failure to satisfy of a condition to Closing or otherwise entitle Purchaser to terminate this Agreement (subject, however, to Seller’s obligation to deliver to Purchaser the Seller Certificate pursuant to the following sentence). As of the scheduled Closing Date, if the Tenant has not signed and delivered the Confirming Tenant Estoppel, then Seller shall execute and deliver at Closing a “bring down” certificate to Purchaser, in the ordinary course form of businessExhibit “J” attached hereto and made a part hereof (the “Seller Certificate”), or covering the matters contained in the Tenant Estoppel (Bwhich shall be subject to the same limitations on survivability and liability set forth in Paragraphs 8(c) accept any Bookings scheduled and 8(g) hereof as apply to occur on or after the Closing Date at a discount from representations and warranties made by Seller). The Seller’s regular room ratesCertificate delivered in lieu of the Tenant Estoppel shall be deemed revoked, other than null and void, if Seller subsequently delivers to Purchaser, within ninety (90) days after Closing, the Confirming Tenant Estoppel which contains substantially the same information as Seller’s Certificate. Notwithstanding the foregoing: (h) (i) if Purchaser notifies Seller of the existence of any Material Monetary Matter (as hereinafter defined) in the ordinary course executed Tenant Estoppel and Seller disputes in good faith the existence of business.such Material Monetary Matter, then Seller may: (i) deliver to Purchaser, within five (5) business days after its receipt of Purchaser’s notice, a Seller Certificate which does not reflect such Material Monetary Matter and otherwise confirms the matters contained in the Tenant Estoppel; and (ii) deliver in escrow to Escrow Agent at Closing, pursuant to the terms of an escrow agreement among Seller, Purchaser and Escrow Agent (the form and substance of which shall be subject to the reasonable approval of the parties thereto), funds in the

Future Operations. (a) From During the date of this Agreement until the Closing or earlier termination pendency of this Agreement: (ia) Seller will use commercially reasonable efforts shall carry on its business and activities relating to cause the Manager to keep and maintain the Property in an manner that is consistent with its maintenance and management policies including but not limited to current tenant selection practices, including (a) the leasing of the Property, substantially its condition in the same manner as it did for the one year period preceding the date of this Agreement and maintain staffing at the same levels; (b) all maintenance, repair and replacement work in accordance with Seller’s policies and practices prior to the date of this Agreement including, without limitation; : (Ai) maintaining the inventories replacement of furniture, fixtures, equipment, supplies, retail merchandise, food carpet and beverages at the Property at levels maintained in the ordinary course of business prior to the Effective Date; appliances (Bincluding individual air-conditioning units) performing maintenance and repairs for the Property in the ordinary course of business; , (Cii) 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 interior painting in the ordinary course of business; , and (Hiii) day to day maintenance and repair of roofs and other building systems, decks, patios, stairways, parking lots and structures, landscaping, gates and fences and other items requiring periodic maintenance and repair. Notwithstanding the foregoing, nothing contained in this Section shall affect or otherwise diminish the rights and obligations of Purchaser and Seller under Section 8 with respect to a casualty. On or prior to the Closing Date, Seller shall have performed all work necessary to make all apartments within the Property that have been vacant for more than seven (7) days prior to the Closing Date ready for occupancy by incoming tenants, consistent with Seller’s past practices (the “Ready Work”), and, to the extent that Ready Work for any vacant apartments has not removing been completed, Purchaser shall receive a credit at Closing in an amount equal to Seven Hundred Fifty Dollars ($750.00) for each apartment for which Ready Work has not been completed. (b) From the Effective Date until Closing, Seller shall not enter into any Tangible Personal Property from agreement or instrument or take any action which would constitute a lien or other encumbrances of the Property, other than in or which would be outside the ordinary course normal scope of business maintaining and (I) not taking, or causing or permitting to be taken, any action which could impair Seller’s title to any of operating the Property or create any lien or encumbrance thereon; (ii) Seller will perform all of Seller’s material obligations under the Contracts, Leases in a safe and Management Agreement; (iii) Seller will notlawful manner, without the prior written consent of Purchaser Purchaser. (which Purchaser c) Seller shall renew, extend or modify or otherwise comply with the terms of any Section 8 contracts or other contracts related to the Property or its tenants in accordance with the terms thereof subject to the review and approval of Purchaser. The form of renewal and application shall be forwarded to the Sellers upon its completion by Purchaser. (d) Without Purchaser’s prior written approval, Seller will not unreasonably withhold, condition or delay), modify, enter intoexecute any contract for, or renew on behalf of, or affecting any Contract (i) Property which cannot be cancelled upon thirty (30) days terminated prior written notice to the Closing Date, without payment of any termination feecause and without charge, costs, penalty or (ii) with a cost per annum of $50,000 or more;premium. (ive) 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 comply in all material respects with all contractual obligations, laws, ordinances, rules, regulations and governmental requirements applicable to the Property or any written notices received by Seller or Manager notice from any governmental authority authority, holder of any mortgage or other party board of fire underwriters (or any body performing similar functions) requiring any work, repairs, construction, alterations or installations on or in connection with any Property in order to comply with or asserting any violation of any applicable law, statute, ordinance, regulation or order of any other 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) transfer or cancel any Bookings scheduled to occur on or after the Closing Date, other than in the ordinary course of business, or (B) accept any Bookings scheduled to occur on or after the Closing Date at a discount from Seller’s regular room rates, other than in the ordinary course of businessrequirement.