Common use of General Operation Clause in Contracts

General Operation. During the period between the Effective Date of this Agreement and the earlier to occur of (a) the Closing Date, or (b) the termination of this Agreement, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall generally operate the Property (including, without limitation, the Membership Interests) in the same manner in which Seller operated the Property before the date of this Agreement (such operation obligations not including capital expenditures or expenditures not incurred in the normal course of business), and keep Buyer generally apprised of any material discussions or correspondence between Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) and any existing or prospective tenants of the Property and any applicable governmental or regulatory authorities. After the Effective Date, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall not make any material physical change to the Property (including, without limitation, the Membership Interests) except for tenant improvements per approved Leases and as may be required by law. Notwithstanding the foregoing, if any equipment breaks after the Effective Date and prior to the Closing hereunder or earlier termination of this Agreement and if such equipment is required under any applicable Lease to be replaced or repaired by Seller (or ▇▇▇▇▇▇▇▇ Member or ▇▇▇▇▇▇▇▇ Systems), then the following shall be applicable: (i) Seller shall promptly and reasonably estimate the cost of such repairs or replacements and shall promptly advise Buyer in writing (the “Repair Notice”) of the nature of such repairs or replacements and the estimated cost or repair or replacement (the “Repair Estimate”); (ii) if Seller does not cause such repairs or replacements to be completed before Closing (it being agreed that Seller has no obligation to cause such repair or replacement), then Seller shall assign to Buyer at Closing all insurance proceeds and warranties pertinent to such repairs or replacements; (iii) if the Repair Estimate exceeds $1,000,000, and if Seller does not elect to provide to Buyer at Closing a credit in an amount equal to the Repair Estimate, then for a period of five (5) days following delivery of the Repair Notice Buyer shall have the right to terminate this Agreement in accordance with the provisions of Section 4.2 above; and (iv) if the Repair Estimate is equal to or less than $1,000,000, then Buyer shall have no right to terminate this Agreement and Seller shall have no obligation to cause the repair or replacement of such equipment.

General Operation. During The Existing Manager will continue to manage the Property during the period between the Effective Date of and the Closing. Except as otherwise contemplated or permitted by this Agreement and or approved by the earlier Partnership in writing, from the Effective Date to occur of (a) the Closing Date, or (b) the termination of this AgreementContributor will, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall generally operate will cause the Property Owner and the Existing Manager to, (i) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (ii) perform in all material respects all of landlords’ obligations under the Membership Interests) Leases (other than Leases that are in the same manner process of being terminated due to a Tenant’s default thereunder), not apply any tenant’s security deposit unless the tenant is out of its premises, not grant any concessions or reductions in which Seller operated rent or otherwise modify any Lease or waive compliance with any provision thereof, except in the Ordinary Course and consistent with current practice and Section 8.4 below, (iii) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (iv) not grant any raises to or terminate employment of any employees, (v) keep and maintain all existing insurance policies covering the Property before in continuous force and effect, (vi) make timely payments of all principal and interest and reserve and escrow deposits required under the date Loan Documents, and (vii) preserve the existence and good standing of this Agreement (such operation obligations not including capital expenditures or expenditures not incurred Property Owner, the Contributed Entity and their Subsidiaries. Without limiting the foregoing, the Contributor shall, and shall cause the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager to, in the normal course of business)Ordinary Course, file all renewal applications for the applicable Permits on a timely basis, enforce the Leases in all material respects and keep Buyer generally apprised of any material discussions or correspondence between Seller (including ▇▇▇▇▇▇▇▇ Member pay all costs and ▇▇▇▇▇▇▇▇ Systems) and any existing or prospective tenants expenses of the Property which are the applicable Person’s responsibility to pay. Additionally, the Contributor agrees that it will, and any applicable governmental or regulatory authorities. After the Effective Datewill cause each Contributed Entity, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall not make any material physical change to the Property (including, without limitation, the Membership Interests) except for tenant improvements per approved Leases Owner and as may be required by law. Notwithstanding the foregoing, if their Subsidiaries to use its commercially reasonable efforts to prevent any equipment breaks after the Effective Date and prior to the Closing hereunder or earlier termination of this Agreement and if such equipment is required under any applicable Lease to be replaced or repaired by Seller (or ▇▇▇▇▇▇▇▇ Member or ▇▇▇▇▇▇▇▇ Systems), then the following shall be applicable: (i) Seller shall promptly and reasonably estimate the cost of such repairs or replacements and shall promptly advise Buyer in writing (the “Repair Notice”) of the nature of such repairs or replacements and the estimated cost or repair or replacement (the “Repair Estimate”); (ii) if Seller does not cause such repairs or replacements to be completed before Closing (it being agreed that Seller has no obligation to cause such repair or replacement), then Seller shall assign to Buyer at Closing all insurance proceeds and warranties pertinent to such repairs or replacements; (iii) if the Repair Estimate exceeds $1,000,000, and if Seller does not elect to provide to Buyer at Closing a credit in an amount equal to the Repair Estimate, then for a period of five (5) days following delivery of the Repair Notice Buyer shall have the right to terminate this Agreement in accordance with the provisions of Section 4.2 above; and (iv) if the Repair Estimate is equal to or less than $1,000,000, then Buyer shall have no right to terminate this Agreement and Seller shall have no obligation to cause the repair or replacement of such equipmentMaterial Adverse Change.

General Operation. During The Existing Manager will continue to manage the Property during the period between the Effective Date of and the Subsequent Closing. Except as otherwise contemplated or permitted by this Agreement and or approved by the earlier Partnership in writing, from the Effective Date to occur of (a) the Subsequent Closing Date, or (b) the termination of this AgreementContributor will, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall generally operate will cause the Property Owner and the Existing Manager to, (i) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (ii) perform in all material respects all of landlords’ obligations under the Membership Interests) Leases (other than Leases that are in the same manner process of being terminated due to a Tenant’s default thereunder), not apply any tenant’s security deposit unless the tenant is out of its premises, not grant any concessions or reductions in which Seller operated rent or otherwise modify any Lease or waive compliance with any provision thereof, except in the Ordinary Course and consistent with current practice and Section 8.4 below, (iii) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (iv) not grant any raises to or terminate employment of any employees, (v) keep and maintain all existing insurance policies covering the Property before in continuous force and effect, (vi) make timely payments of all principal and interest and reserve and escrow deposits required under the date existing Loan Documents, and (vii) preserve the existence and good standing of this Agreement (such operation obligations not including capital expenditures or expenditures not incurred Property Owner, the Contributed Entity and their Subsidiaries. Without limiting the foregoing, the Contributor shall, and shall cause the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager to, in the normal course of business)Ordinary Course, file all renewal applications for the applicable Permits on a timely basis, enforce the Leases in all material respects and keep Buyer generally apprised of any material discussions or correspondence between Seller (including ▇▇▇▇▇▇▇▇ Member pay all costs and ▇▇▇▇▇▇▇▇ Systems) and any existing or prospective tenants expenses of the Property which are the applicable Person’s responsibility to pay. Additionally, the Contributor agrees that it will, and any applicable governmental or regulatory authorities. After the Effective Datewill cause each Contributed Entity, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall not make any material physical change to the Property (including, without limitation, the Membership Interests) except for tenant improvements per approved Leases Owner and as may be required by law. Notwithstanding the foregoing, if their Subsidiaries to use its commercially reasonable efforts to prevent any equipment breaks after the Effective Date and prior to the Closing hereunder or earlier termination of this Agreement and if such equipment is required under any applicable Lease to be replaced or repaired by Seller (or ▇▇▇▇▇▇▇▇ Member or ▇▇▇▇▇▇▇▇ Systems), then the following shall be applicable: (i) Seller shall promptly and reasonably estimate the cost of such repairs or replacements and shall promptly advise Buyer in writing (the “Repair Notice”) of the nature of such repairs or replacements and the estimated cost or repair or replacement (the “Repair Estimate”); (ii) if Seller does not cause such repairs or replacements to be completed before Closing (it being agreed that Seller has no obligation to cause such repair or replacement), then Seller shall assign to Buyer at Closing all insurance proceeds and warranties pertinent to such repairs or replacements; (iii) if the Repair Estimate exceeds $1,000,000, and if Seller does not elect to provide to Buyer at Closing a credit in an amount equal to the Repair Estimate, then for a period of five (5) days following delivery of the Repair Notice Buyer shall have the right to terminate this Agreement in accordance with the provisions of Section 4.2 above; and (iv) if the Repair Estimate is equal to or less than $1,000,000, then Buyer shall have no right to terminate this Agreement and Seller shall have no obligation to cause the repair or replacement of such equipmentMaterial Adverse Change.

General Operation. During The Existing Manager will continue to manage the Property during the period between the Effective Date of and the Subsequent Closing. Except as otherwise contemplated or permitted by this Agreement and or approved by the earlier Partnership in writing, from the Effective Date to occur of (a) the Subsequent Closing Date, or (b) the termination of this Agreementeach Contributor will, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall generally operate will cause the Property Owner and the Existing Manager to, (i) operate, maintain, repair, and lease the Property in accordance with applicable Law and in the Ordinary Course and consistent with such Person’s past practices, including, without limitation, past practices regarding payment of trade payables or other liabilities, (ii) perform in all material respects all of landlords’ obligations under the Membership Interests) Leases (other than Leases that are in the same manner process of being terminated due to a Tenant’s default thereunder), not apply any tenant’s security deposit unless the tenant is out of its premises, not grant any concessions or reductions in which Seller operated rent or otherwise modify any Lease or waive compliance with any provision thereof, except in the Ordinary Course and consistent with current practice and Section 8.4 below, (iii) not dispose of or encumber all or any portion of the Property, except for dispositions or replacement of immaterial amounts of personal property in the Ordinary Course, (iv) not grant any raises to or terminate employment of any employees, (v) keep and maintain all existing insurance policies covering the Property before in continuous force and effect, (vi) make timely payments of all principal and interest and reserve and escrow deposits required under the date Loan Documents, and (vii) preserve the existence and good standing of this Agreement (such operation obligations not including capital expenditures or expenditures not incurred Property Owner, the Contributed Entity and their Subsidiaries. Without limiting the foregoing, each Contributor shall, and shall cause the Contributed Entity, the Property Owner, their Subsidiaries and the Existing Manager to, in the normal course of business)Ordinary Course, file all renewal applications for the applicable Permits on a timely basis, enforce the Leases in all material respects and keep Buyer generally apprised of any material discussions or correspondence between Seller (including ▇▇▇▇▇▇▇▇ Member pay all costs and ▇▇▇▇▇▇▇▇ Systems) and any existing or prospective tenants expenses of the Property which are the applicable Person’s responsibility to pay. Additionally, the Contributor agrees that it will, and any applicable governmental or regulatory authorities. After the Effective Datewill cause each Contributed Entity, Seller (including ▇▇▇▇▇▇▇▇ Member and ▇▇▇▇▇▇▇▇ Systems) shall not make any material physical change to the Property (including, without limitation, the Membership Interests) except for tenant improvements per approved Leases Owner and as may be required by law. Notwithstanding the foregoing, if their Subsidiaries to use its commercially reasonable efforts to prevent any equipment breaks after the Effective Date and prior to the Closing hereunder or earlier termination of this Agreement and if such equipment is required under any applicable Lease to be replaced or repaired by Seller (or ▇▇▇▇▇▇▇▇ Member or ▇▇▇▇▇▇▇▇ Systems), then the following shall be applicable: (i) Seller shall promptly and reasonably estimate the cost of such repairs or replacements and shall promptly advise Buyer in writing (the “Repair Notice”) of the nature of such repairs or replacements and the estimated cost or repair or replacement (the “Repair Estimate”); (ii) if Seller does not cause such repairs or replacements to be completed before Closing (it being agreed that Seller has no obligation to cause such repair or replacement), then Seller shall assign to Buyer at Closing all insurance proceeds and warranties pertinent to such repairs or replacements; (iii) if the Repair Estimate exceeds $1,000,000, and if Seller does not elect to provide to Buyer at Closing a credit in an amount equal to the Repair Estimate, then for a period of five (5) days following delivery of the Repair Notice Buyer shall have the right to terminate this Agreement in accordance with the provisions of Section 4.2 above; and (iv) if the Repair Estimate is equal to or less than $1,000,000, then Buyer shall have no right to terminate this Agreement and Seller shall have no obligation to cause the repair or replacement of such equipmentMaterial Adverse Change.