Operations Prior to Closing Sample Clauses

Operations Prior to Closing. Except as provided in this Agreement, during the period from and including the date hereof until and including the Closing Date (the “Restricted Period”), without the prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned, or delayed, Seller shall cause each of the Companies to: (a) operate the Company Assets operated by it in all material respects in (i) the ordinary course consistent with past practices and (ii) compliance with all applicable Laws; (b) pay all expenses incurred with respect to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (c) collect the accounts receivable attributable to the Company Assets owned or operated by it in the usual, regular and ordinary manner consistent with past practice; (d) maintain the books of account and records relating to the Company Assets owned or operated by it in the usual, regular and ordinary manner, in accordance with the usual accounting practices of each such Person; (e) give Notice to Buyer as soon as is practicable of any written notice received or given by such Company with respect to any alleged material breach by such Company or other Person of any Material Contract; (f) with respect to emergency operations, give Notice to Buyer of such emergency and the related emergency operations as soon as reasonably practicable; (g) give prompt Notice to Buyer of (i) any written notice of any material damage to or destruction of any of the Company Assets of which Seller has Knowledge and (ii) any written notice received by such Company of any material claim asserting any breach of contract, tort or violation of Law or any investigation, suit, action or litigation by or before a Governmental Authority or otherwise, that (in each case) relates to the assets and operations of the Companies; (h) give Notice to Buyer of any written notice received by Seller or the Companies under or as described in Section 5.14(c); (i) give Notice to Buyer of any resignation or termination of any employee of CEP Services Company, Inc. located in Tuscaloosa County, Alabama whose job responsibilities encompass the Companies or the Company Assets; and (j) give Notice to Buyer of any serious personal injury or death of which Seller or the Companies receive notice arising out of the operation of the Companies or relating to the Company Assets.

Operations Prior to Closing. Prior to closing, Seller shall continue to operate the Property in the ordinary course of its business and maintain the Property in the same or better condition than as existing on the date of Mutual Acceptance, but shall not be required to repair material damage from casualty except as otherwise provided in this Agreement. After the Feasibility Period, Seller shall not enter into or modify existing rental agreements or leases (except that Seller may enter into, modify, extend, renew or terminate residential rental agreements or residential leases in the ordinary course of its business), service contracts, or other agreements affecting the Property which have terms extending beyond closing without first obtaining Buyer's consent, which shall not be unreasonably withheld.

Operations Prior to Closing. From the date of execution hereof to the Closing, Sellers will operate the Assets in a good and workmanlike manner consistent with past practices. From the date of execution of this Agreement to the Closing Date, Sellers shall pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations. Except for the Capital Projects (which in all cases are deemed approved by Purchaser), Sellers will notify Purchaser of ongoing activities and major capital expenditures in excess of $25,000.00 per activity net to Sellers’ collective interests conducted on the Assets.

Operations Prior to Closing. Between the date of this Agreement and the Closing Date: (a) Seller shall operate the Stations in the normal and usual manner, consistent with Seller's past practice and the rules, regulations, and policies of the Commission, and shall conduct the Stations' business only in the ordinary course. To the extent consistent with such operations, Seller shall use its best efforts to: (i) maintain the present character and entertainment format of the Stations and the quality of their programs; (ii) keep available for Buyer the services and number of the Stations' present employees reasonably necessary for the operation of the Stations; (iii) preserve the Stations' present customers and business relations; (iv) continue to make expenditures and engage in activities designed to promote the Stations; and (v) continue making capital expenditures, in the case of both (iv) and (v) of this Section 9.11(a), consistent with past practices of the Stations. (b) Seller shall: (i) subject to Section 14.3, maintain the Assets in their present condition (reasonable wear and tear in normal use excepted); and (ii) maintain all inventories of supplies, tubes, and spare parts at levels consistent with the Stations' prior practices. (c) Seller shall maintain its books and records in the usual and ordinary manner, on a basis consistent with prior periods. (d) Seller shall comply with all laws, rules, ordinances and regulations applicable to it, to the Assets and to the business and operation of the Stations. (e) Seller shall perform all Contracts without default and shall pay all of Seller's trade accounts payable in a timely manner; provided, however, that Seller may dispute, in good faith, any alleged obligation of Seller. (f) Seller shall not, without the express written consent of Buyer which shall not be unreasonably withheld, and which shall be deemed given in the event Buyer has not responded to a written request therefor within ten (10) days: (i) sell or agree to sell or otherwise dispose of any of the Assets (A) other than in the ordinary course of business, and (B) unless such Assets are replaced prior to Closing by assets of equal or greater worth, quality and utility; (ii) acquiesce in any infringement, unauthorized use or impairment of the Intangible Property or change the Stations' call signs; (iii) enter into any employment contract on behalf of the Stations unless the same is terminable at will and without penalty; or (iv) enter into any other contract, lease or agree...

Operations Prior to Closing. Between the date of this Agreement --------------------------- and the Closing Date: (a) Seller shall operate the Stations in a manner consistent with Seller's and the Stations' past practice and in compliance with all applicable laws, regulations, rules, decrees, ordinances, orders and requirements of the Commission and all other Governmental Authority. Seller shall promptly notify Buyer of any actions or proceedings that from the date hereof are commenced against Seller or the Stations or, to the Knowledge of Seller, against any officer, director, employee, consultant, agent or other representative of Seller with respect to the business of the Stations or the Purchased Assets. (b) Seller shall: (i) use the Purchased Assets only for the operation of the Stations; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Stations. (c) Seller shall maintain the Stations' Business Records and Financial Statements in the usual, regular and ordinary manner, on a basis consistent with prior periods. (d) Seller shall not: (i) sell, lease, encumber or otherwise dispose of any Purchased Assets or any interest therein except in the ordinary course of business and only if any property disposed of is replaced by property of like or better value, quality and utility prior to Closing; (ii) cancel, terminate, modify, amend or renew any of the Contracts without Buyer's express prior written consent; (iii) increase the compensation payable or to become payable to any employee of the Stations; or (iv) except to the extent expressly permitted in Section 2.1(c), enter into any Contract or other agreement, undertaking or obligation or assume any liability that may impose any obligation on Buyer after Closing, whether Seller is acting within or outside of the ordinary course of the Stations' business, without Buyer's prior written consent. (e) Seller and the Stations will enter into Sales Agreements only in the ordinary course of the Stations' business at commercially r...

Operations Prior to Closing. (a) Seller agrees to operate the Property between the Execution Date and the Closing Date in the same general manner as Seller has operated the Property during the immediately preceding six (6) month period, paying all costs and expenses as they come due, and in any event prior to Closing, and maintaining all insurance coverage currently in force. (b) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Real Property by which Seller is bound or to which the Real Property, or any of them, are subject, and which will be binding upon Buyer or a lien upon such Real Property, after the Closing. (c) Seller shall notify Buyer promptly of Seller's receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any Permit or agreement affecting the Real Property, or any portion or portions thereof. (d) No contract for or on behalf of or affecting the Real Property shall be negotiated or entered into which cannot be terminated by Seller upon the Closing without the payment of a specific charge, cost, penalty or premium for such termination. (e) Except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, Seller shall not enter into any new leases for any portion of the Real Property. Any new lease shall be on Buyer's customary form (which may vary to reflect customary negotiated revisions thereto), or such other form which is reasonably acceptable to Buyer. Further, except with the prior written consent of Buyer, which Buyer agrees it shall not unreasonably withhold, condition or delay, or as set forth above, Seller shall not amend, extend (except where required under the terms of the Lease in question), terminate (except by reason of a tenant's default), accept surrender of, or permit any assignments or subleases of, any of the Leases (except as may be required under such Lease), nor accept any rental more than one (1) month in advance (exclusive of any security deposit). (f) Seller shall not make or permit to be made any capital improvements or additions to the Real Property, or any portion thereof, without the prior written consent of Buyer, except those made by Seller pursuant to the express requirements of this Agreement, those made by tenants pursuant to the right to do so under their Leases, or by Seller if required by applicable law or ordinance, or as r...

Operations Prior to Closing. Except as otherwise expressly contemplated by this Agreement, at all times from and after the date hereof and up to and including the Closing Date, Seller shall operate the System only in the ordinary course.

Operations Prior to Closing. From the date hereof until Closing, each of the Sellers shall:

Operations Prior to Closing. From the date of execution hereof to the Closing, Seller will operate the Assets in the ordinary course of business and consistent with past practices. Seller agrees to maintain the insurance now in effect with respect to the Assets through the date of Closing. From the date of execution of this Agreement to the Closing Date, Seller shall pay or cause to be paid its proportionate shares of all Property Expenses incurred in connection with the ownership or operation of the Assets.