Operation of the Properties Sample Clauses
The 'Operation of the Properties' clause defines the rules and responsibilities for managing and maintaining the properties covered by the agreement. It typically outlines who is responsible for day-to-day operations, such as repairs, maintenance, and compliance with laws or regulations. For example, it may specify that the owner must keep the property in good condition or that the tenant must not make unauthorized alterations. This clause ensures that both parties understand their operational duties, reducing disputes and clarifying expectations regarding property management.
Operation of the Properties. (a) Borrowers shall cause Mortgage Borrowers to operate the Properties, in all material respects, in accordance with the applicable Management Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrowers to obtain Lender’s consent to any termination or modification of any Management Agreement, if applicable, in accordance with the terms and provisions of this Agreement), Borrowers shall cause Mortgage Borrowers to promptly enter into a Replacement Management Agreement with the applicable Manager or another Qualified Manager, as applicable.
(b) Borrowers shall cause each Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by such Mortgage Borrower under the Management Agreement and/or the Sub-Management Agreement to which such Mortgage Borrower is a party and do all things necessary to preserve and to keep unimpaired such Mortgage Borrower’s material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement and/or the Sub-Management Agreement of which such Mortgage Borrower or Borrower is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Mortgage Borrower under the Management Agreement; and/or the Sub-Management Agreement and (iv) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement and by Sub-Manager under the Sub-Management Agreement, in each of the foregoing instances, in a commercially reasonable manner.
(c) Borrowers shall cause Hotel/Casino Borrower to, at all times, operate and maintain (or cause to be operated and maintained) the Hotel/Casino Property and the Casino Component as a hotel and casino resort in accordance with standards at least equivalent to the Comparable Hotel/Casinos. The theme of the Hotel/Casino Property and the Casino Component shall not be materially changed without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrowers shall cause Hotel/Casino Borrower to cause the Hotel/Casino Property to be at all times open for business as a hotel and the Casino Component to be open at all times for business as a casino, other than as provided under the Gaming...
Operation of the Properties. Between the Effective Date and the Closing Date:
(a) Subject to Sections 15.1(b), (c), (d), (e), (f), (g), (h) and (i), Sellers shall continue to operate and maintain the Properties and to purchase supplies for the Properties in the ordinary course of business in accordance with present business practices. In no event shall Sellers be obligated to Buyer, however, to expend any sums to correct any violations, or make any capital improvements or repairs to capital improvements, or to otherwise cause the Properties to be in compliance with any law, regulation or ordinance.
(b) Except as otherwise expressly provided in this Agreement, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cancel or terminate any Lease (other than for a default thereunder by a party other than any Seller), (ii) renew or extend any Lease (other than in accordance with the leasing guidelines for each Property annexed as Exhibit Y, or pursuant to the terms of options or extensions set forth in any existing Lease) or (iii) enter into any new lease other than in accordance with the leasing guidelines for each Property annexed as Exhibit Y. Each such Seller shall have the right to s▇▇ Tenants and to collect such delinquencies, but no action shall be taken to dispossess any such Tenant following Closing. Seller shall be entitled to any monetary awards resulting such suits (less reasonable allocation of costs and expenses for attorneys’ fees) for Rents pertaining to the three month period prior to the Closing Date, and for operating expense delinquencies applicable to any period of time prior to the Closing Date. Each Seller shall give Buyer written notice prior to taking any of the actions referred to in this Section 15.1(b), which notice shall include the material terms of the proposed action.
(c) Except as otherwise expressly provided in this Agreement, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), cancel, terminate, renew, extend or modify in any material respect any of the Service Contracts, or enter into any new service contract or equipment lease for all or any portion of the Properties unless, in the case of any such cancellation or termination, a new service contract or equipment lease on substantially similar or more favorable terms is entered into and the same is termin...
Operation of the Properties. 8.1. Leases and Property Contracts . During the period of time from the Effective Date to the Closing Date, in the ordinary course of business each Seller may, with respect to its Property, enter into new Property Contracts, new Leases, renew existing Leases or modify, terminate or accept the surrender or forfeiture of any of the Leases, modify any Property Contracts, or institute and prosecute any available remedies for default under any Lease or Property Contract without first obtaining the written consent of Purchaser; provided, however, each Seller agrees that any such new or renewed Leases shall not have a term in excess of one (1) year without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and that any such new Property Contract shall be able to be terminated on the Closing Date without the payment of any penalty or premium. Each Seller shall endeavor, but shall not be required, to provide to Purchaser weekly Rent Rolls and a weekly summary of all leasing activity until the Closing Date.
Operation of the Properties. Notwithstanding the foregoing provisions of Section 6.02, (a) in the event of an emergency, Target or Nominee, as applicable, may take such action as reasonably necessary and Seller Representative shall notify Buyer of such action promptly thereafter, and (b) Buyer acknowledges and agrees that (i) Target and Nominee own undivided interests in certain of the Properties, (ii) acts or omissions of Third Party Working Interests owners in the Properties shall not of themselves constitute a breach of the provisions of Section 6.02, (iii) no action required by a vote of Third Party Working Interest owners shall constitute a breach so long as Target or Nominee, as applicable, has voted its interest in a manner that is consistent with the provisions of Section 6.02, and (iv) all Properties are operated by Third Parties and that the obligations of Sellers in Section 6.02 with respect to the Properties shall be construed to require that Sellers use their reasonable commercial efforts (without being obligated to incur any expense or institute any cause of action) to cause the applicable Third Party operator of the Properties to take such actions or render such performance but only to the extent Sellers (by and through Target or Nominee) possess the legal or contractual right to do so and, in such event, only within the constraints of the applicable operating agreement and other applicable Basic Documents and applicable Laws.
Operation of the Properties. (a) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Properties (together with any other properties unitized with any of the Properties) have, since the acquisition of the Properties, been maintained, operated and developed (i) in conformity with all Laws, (ii) in conformity with the terms and conditions of all Basic Documents, and (iii) in a manner consistent with the conduct of a Prudent Operator, but with respect to any Properties for which Borrower is not the Operator, then the foregoing representation shall be based upon Borrower’s knowledge;
(b) To Borrower’s knowledge and except where its occurrence could not reasonably be expected to have a Material Adverse Effect: (i) no Property is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not that overproduction was permissible at the time), (ii) none of the vertical W▇▇▇▇ comprising the Properties (or properties unitized with any of the Properties) deviates from the vertical more than the maximum permitted by Laws, (iii) each of the W▇▇▇▇ comprising the Properties (or properties unitized with any of the Properties) are bottomed under and are producing from, and the well bores are situated wholly within, the Properties or unitized properties, as applicable.
(c) Neither Borrower nor, to Borrower’s knowledge, Operator or any other Person is in breach of or in default under the terms of any Basic Document to which any of them are bound or to which any of the Properties are subject, except to the extent such breach or default could not reasonably be expected to have a Material Adverse Effect.
Operation of the Properties. 4.1 SALICO may, but shall not be obligated to, treat, mill, heap ▇▇▇▇▇, sort, concentrate, refine, smelt, or otherwise process, beneficiate or upgrade the ores, concentrates, and other Mineral Products at sites located on or off the Properties, prior to sale, transfer, or conveyance to a purchaser, user, or consumer. SALICO shall have complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted on or for the benefit of the Properties and may suspend operations and production on the Properties at any time it considers prudent or appropriate to do so. SALICO shall owe Gareste no duty to explore, develop or mine the Properties, or to do so at any rate or in any manner other than that which SALICO may determine in its sole and unfettered discretion.
Operation of the Properties. To continue to operate the Properties in a good and businesslike fashion consistent with past practices and to maintain the Properties in good working order and condition in a manner consistent with past practice.
Operation of the Properties. Since September 30, 2000 --------------------------- through the date hereof, North Central:
(a) has caused the Properties to be maintained and operated in a reasonable manner and in substantially the same manner as such Properties were maintained and operated prior to September 30, 2000;
(b) has not sold, assigned, transferred, farmed out, conveyed, encumbered, mortgaged, or otherwise disposed of any of the Properties with a value in excess of $500,000, except for the sale of Hydrocarbons in the ordinary course of business;
(c) has not, to the extent related to the Properties, made any major change in the character of North Central's business or operations or otherwise conducted North Central's business and operations other than in the ordinary course of business;
(d) except as would not have a Material Adverse Effect, has not permitted any Leases or rights with respect to the Properties to expire, or waived any material rights with respect to the Properties;
(e) has not entered into any agreement or made any commitment (other than this Agreement) to take any of the actions referred to in clauses (a) through (d) above; and
(f) to the Company's Knowledge, there have been no material casualty losses (above or below the surface of the ground) which affected any of the Properties.
Operation of the Properties. (a) The Borrowers shall cause the Properties to be operated, in all material respects, in accordance with the applicable Management Agreement or Replacement Management Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of any Borrower to obtain the Agent’s consent to any termination or modification of such Management Agreement in accordance with the terms and provisions of this Agreement), the Borrower that was a party to such Management Agreement shall promptly, after obtaining the Agent’s Approval, enter into a Replacement Management Agreement with any Manager or a Qualified Manager, as applicable.
(b) The Borrowers shall: (i) use commercially reasonable efforts to perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by it under any Management Agreement and do all things necessary to preserve and to keep unimpaired their material rights thereunder; (ii) promptly notify the Agent of any material default under any Management Agreement of which it is aware; (iii) promptly deliver to the Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) use commercially reasonable efforts to enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Manager under such Management Agreement, in a commercially reasonable manner.
Operation of the Properties. (i) The Properties for which Seller serves as operator, and to Seller’s Knowledge the Properties for which Seller does not serve as operator, have been operated in accordance with good oilfield practices as such are generally practiced with respect to assets similar to the Properties except as would not have a Material Adverse Effect.
(ii) Other than the Excluded Properties, the Properties constitute all of the assets owned by Seller which were reflected in the financial information provided to Purchaser in the Data Room.