TRANSFER OF OPERATIONAL CONTROL OF THE FACILITY Clause Samples

TRANSFER OF OPERATIONAL CONTROL OF THE FACILITY. Tenant shall cooperate in transferring operational control of the Facility to Landlord or Landlord's nominee if the Term expires without extension or renewal by Tenant, or if this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and shall use its best efforts, (without incurring material cost or liability except after Event of Default), to accomplish such transfer with minimal disruption of the business conducted at the Facility. To that end, pending completion of the transfer of operational control of the Facility to Landlord or its nominee, Tenant agrees that: (a) Tenant will not terminate the employment of any employees without just cause, or change any salaries (other than normal merit raises and the pre-announced wage increases of which Landlord has knowledge) or employment agreements without Landlord's consent of Landlord other than customary raises to non-officers at regular review dates, and will not hire additional employees except in good faith in the ordinary course of business. (b) Tenant will provide all necessary information requested by Landlord or its nominee for the preparation and filing of any and all necessary applications or notifications of any federal or state governmental authority having jurisdiction over a change in the operational control of the Facility, and Tenant will use its best efforts, (without incurring material cost or liability except after an Event of Default), to cause the operating health care license to be transferred to Landlord or Landlord's nominee. (c) Tenant shall continue to operate the business in accordance with reasonable and standard industry practices to keep the business and organization of the Facility intact and to preserve for Landlord or its nominee the goodwill of the suppliers, distributors, residents and others having business relations with Tenant with respect to the Facility. (d) Tenant shall engage only in transactions or other activities with respect to the Facility which are in the ordinary course of its business and shall perform all maintenance and repairs reasonably necessary to keep the Facility in satisfactory operating condition and repair, and shall maintain the supplies and foodstuffs at levels which are consistent and in compliance with all health care regulations, and shall not sell or remove any personal property except in the ordinary course of business. (e) Tenant shall cooperate fully with Landlord or its nominee in supplying any informatio...
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Related to TRANSFER OF OPERATIONAL CONTROL OF THE FACILITY

  • TRANSFER OF OPERATIONS Purchaser shall be entitled to immediate possession of, and to exercise all rights arising under, the Assets from and after the time that the Restaurants open for business on the Closing Date, and operation of the Restaurants shall transfer at such time (the "Effective Time"). Except as expressly provided in this Agreement, all profits, losses, liabilities, claims, or injuries arising before the Effective Time shall be solely to the benefit or the risk of Seller. All such occurrences after the Effective Time shall be solely to the benefit or the risk of Purchaser. The risk of loss or damage by fire, storm, flood, theft, or other casualty or cause shall be in all respects upon Seller prior to the Effective Time and upon the Purchaser thereafter.

  • Control of Operations Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that (a) nothing contained in this Agreement shall give Parent or the Company, directly or indirectly, the right to control or direct the other party’s operations prior to the Effective Time and (b) prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations.

  • Operational Control Directing the operation of the Transmission Facilities Under ISO Operational Control to maintain these facilities in a reliable state, as defined by the Reliability Rules. The ISO shall approve operational decisions concerning these facilities, made by each Transmission Owner before the Transmission Owner implements those decisions. In accordance with ISO Procedures, the ISO shall direct each Transmission Owner to take certain actions to restore the system to the Normal State. Operational Control includes security monitoring, adjustment of generation and transmission resources, coordination and approval of changes in transmission status for maintenance, determination of changes in transmission status for reliability, coordination with other Control Areas, voltage reductions and Load Shedding, except that each Transmission Owner continues to physically operate and maintain its facilities.

  • Cessation of Operations Any cessation of operations by Borrower or Borrower admits it is otherwise generally unable to pay its debts as such debts become due, provided, however, that any disclosure of the Borrower’s ability to continue as a “going concern” shall not be an admission that the Borrower cannot pay its debts as they become due.

  • Sale or Transfer of Assets; Suspension of Business Operations The Borrower will not sell, lease, assign, transfer or otherwise dispose of (i) the stock of any Subsidiary, (ii) all or a substantial part of its assets, or (iii) any Collateral or any interest therein (whether in one transaction or in a series of transactions) to any other Person other than the sale of Inventory in the ordinary course of business and will not liquidate, dissolve or suspend business operations. The Borrower will not transfer any part of its ownership interest in any Intellectual Property Rights and will not permit any agreement under which it has licensed Licensed Intellectual Property to lapse, except that the Borrower may transfer such rights or permit such agreements to lapse if it shall have reasonably determined that the applicable Intellectual Property Rights are no longer useful in its business. If the Borrower transfers any Intellectual Property Rights for value, the Borrower will pay over the proceeds to the Lender for application to the Obligations. The Borrower will not license any other Person to use any of the Borrower’s Intellectual Property Rights, except that the Borrower may grant licenses in the ordinary course of its business in connection with sales of Inventory or provision of services to its customers.