Common use of Operation of the System Clause in Contracts

Operation of the System. From the Bid Date up to the Time of Closing, the City shall have caused the System to be operated by the City in the ordinary course in a manner consistent with past practice, which shall include using all reasonable efforts to preserve the goodwill of the System and to maintain good business relationships with customers, suppliers and others having business dealings with the System, to maintain the System Assets in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted), to perform (or cause to be performed) in all material respects all of the City’s obligations under the Municipal Service Agreements and System Contracts and to cause the System to be operated in all material respects in accordance with all applicable Laws (except to the extent any non-compliance is being contested in good faith by appropriate proceedings), all to the end that the System as a going concern shall be unimpaired and transferred to the Concessionaire at the Closing in a condition not materially worse than the condition as of the Bid Date. It is understood and agreed that the City shall, up to and including the Time of Closing, be entitled to all of the cash or cash equivalents in or generated by the System (subject to the terms of Section 2.2(b) in the case of any cash or cash equivalents that are paid prior to the Time of Closing but are allocable to periods after the Time of Closing). Without limiting the foregoing, the City shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the System after the Bid Date and before the Time of Closing without the Concessionaire’s consent, which shall not be unreasonably withheld, conditioned or delayed.