Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in substantially the same manner in which the Hotel was operated, maintained, and managed immediately prior to the execution of this Agreement.
(b) Seller will not (i) enter into any new Hotel Contract or Space Lease or (ii) cancel, modify, or renew any existing Hotel Contract or Space Lease affecting the Hotel in any material manner that is not cancelable upon thirty (30) days without cause and without payment of any penalty, cost or termination fee. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent will be deemed to have been given. Purchaser may provide written notice to Seller, not later than the date that is ten (10) days after the Effective Date, of any Hotel Contracts which Purchaser wants Seller to terminate on or after the Closing Date, provided that such Hotel Contracts may be terminated prior to expiration of the term stated therein. If any Hotel Contract is not terminable prior to the Closing Date pursuant to the terms thereof, such Hotel Contract (if it is listed on Exhibit “C”) shall be assigned to Purchaser at Closing and the payments and charges payable under such Service Contract shall be prorated as provided in Sections 7.01 and 7.02 hereof. With respect to each Hotel Contract Purchaser elects to terminate, Purchaser shall be charged at Closing for any amounts payable to a third party contractor in order to terminate such Hotel Contract pursuant to the applicable provisions thereof, and shall be responsible to deposit all such amounts with Escrow Agent on or before the Closing.
(c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel’s standard rates including customary discounted rates.
(d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit. To the extent that the consent of any governmental authority is required with respect to the tra...
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date, subject to the terms of the Existing Marriott Agreements and to conditions beyond Seller's reasonable control:
(a) The Hotel will continue to be operated and maintained substantially in accordance with present standards.
(b) Seller will not consent to any new Space Lease, or consent to any cancellation, modification or renewal of any Space Lease, without, in each instance, the prior written consent of Purchaser, which Purchaser shall not unreasonably withhold, condition or delay. After the expiration of the Due Diligence Expiration Date, Seller will not enter into any new Hotel Contract (as opposed to the renewal of an existing Hotel Contract) which is not terminable on not more than 60 days prior notice without penalty, without, in each instance, the prior written consent of Purchaser. If Purchaser fails to respond to a request for consent within ten (10) days after receipt of such request, such consent shall be deemed given.
(c) Seller shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business, at no less than the Hotel's standard rates, including customary discounted rates.
(d) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable measures necessary to cause the reinstatement of such Permit.
(e) Seller will maintain in effect until the Closing all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Hotel.
(f) Seller will not enter into or consent to any union contracts or collective bargaining agreements without the prior written consent of Purchaser, not to be unreasonably withheld, conditioned or delayed.
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in substantially the same manner in which the Hotel was operated, maintained, and managed immediately prior to the execution of this Agreement.
(b) Owner or Operating Lessee may (i) enter into any new Hotel Contract (other than a hotel management agreement) or Space Lease or (ii) cancel, modify, or renew any existing Hotel Contract or Space Lease, in each case, in the ordinary course of business.
(c) Owner or Operating Lessee shall have the right, without notice to or consent of Purchaser, to make Bookings in the ordinary course of business.
(d) Owner or Operating Lessee shall use commercially reasonable efforts to preserve in full force and effect all existing Permits and cause all those expiring to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly notify Purchaser and shall take all commercially reasonable actions necessary to cause the reinstatement of such Permit.
(e) Owner or Operating Lessee shall use commercially reasonable efforts to maintain and cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.
Actions and Operations Pending Closing. Seller and Purchaser agree that after the date hereof and until the Closing Date:
(a) The Master Lease will remain in full force and effect.
(b) The Sublease will remain in full force and effect.
(c) Seller will not enter into any new material contract or Space Lease or create any Title Defect, or, other than pursuant to, or by virtue of, this Agreement, the Related Agreements or the Third Party Consents, cancel, modify or renew any existing material contract or Space Lease relating to the Seven Sale Properties and Ground Leased Properties, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed.
(d) Seller shall notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 5.01 not true in any material respect.
(e) Seller will not dispose of any of the Property, except in the ordinary course of business and in accordance with this Agreement or as required under the Master Lease.
(f) Purchaser will not terminate, modify or amend the Sublease or consent to or waive any material action or omission by Subtenant under the Sublease.
Actions and Operations Pending Closing. Seller agrees that at all times prior to the Closing Date:
(a) Subject to the terms of the Existing Management Agreement and conditions beyond Seller’s reasonable control, Seller shall use commercially reasonable efforts to cause Manager to continue to operate, maintain and manage the Hotel in the normal course of business pursuant to the approved 2018 operating and capital expenditure budgets previously approved by Seller with respect to the Hotel, including performing all ongoing repairs and maintenance plans. Upon written request from Purchaser from time to time, Seller agrees to provide updates to Purchaser regarding operational results and capital expenditures as requested by Purchaser.
(b) Seller shall maintain and shall use commercially reasonable efforts to cause Manager to maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage now carried with respect to the Hotel.
Actions and Operations Pending Closing. 20- ARTICLE XII CASUALTIES AND TAKINGS..................................... -21- 12.1 CASUALTIES........................................... -21- 12.2 TAKINGS.............................................. -21- ARTICLE XIII INDEMNITIES................................................ -22- 13.1 SELLER'S INDEMNITY................................... -22- 13.2 PURCHASER'S INDEMNITY................................ -22- 13.3 NOTICE OF CLAIMS..................................... -23- ARTICLE XIV NOTICES.................................................... -23-
Actions and Operations Pending Closing. Seller agrees that from and after the date hereof:
(a) The Property will continue to be operated and maintained substantially in accordance with present standards.
(b) Seller shall use commercially reasonable efforts to preserve in force all existing Permits and to cause all those Permits expiring prior to the Closing Date to be renewed prior to the Closing Date. If any such Permit shall be suspended or revoked, Seller shall promptly so notify Purchaser and use its best efforts to cause the reinstatement of such Permit without any additional limitation or condition.
(c) Seller shall notify Purchaser promptly if Seller becomes aware of any transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 5.1 not true in any material respect. Purchaser shall notify Seller promptly if Purchaser becomes aware of any transaction or occurrence prior to the Closing Date which would make any of the representations or warranties of Seller contained in Section 5.1 not true in any material respect.
(d) Seller will maintain in effect, all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Property.
(e) Seller will not dispose of or remove any of the Property, except in accordance with this Agreement.
(f) Seller shall not create or allow to arise any Title Defect.
Actions and Operations Pending Closing. Seller agrees that, between the date of this Agreement and the Closing Date:
(a) Seller shall continue to operate and maintain the Property substantially in accordance with the present standards.
(b) Until the Closing Date, Seller shall maintain or replace in the ordinary course of business all Personal Property associated with the Property and shall not sell, transfer, encumber or permit the sale, transfer or encumbrance of any such Personal Property except in the ordinary course of business, unless such Personal Property so removed is replaced with new Personal Property of similar quality and utility.
(c) Seller shall maintain all Contracts and Permits in full force and effect, and in the ordinary course of business timely make all payments and observe and perform all material
Actions and Operations Pending Closing. Seller agrees that from the date hereof through the Closing Date:
(a) The Motel will continue to be operated, managed and maintained substantially in accordance with Seller's present standards.
(b) Seller will maintain in effect all policies of casualty and liability insurance, or similar policies of insurance, with the same limits of coverage which it now carries with respect to the Motel.
(c) Seller will not dispose of any of the Property, except for personal property, fixtures and Consumables, as the case may be, disposed of in the ordinary course of business.
(d) Seller will not, after the expiration of the Due Diligence period, enter into any Motel Contracts without the prior written approval of Purchaser.
(e) Seller will pay all expenses, accrued or otherwise, and of any type or kind whatsoever, through the Closing Date with regard to the Property and/or the Motel, subject to prorations at Closing;
(f) Prior to or at Closing, Seller will cancel or terminate the agreement (operating lease) with the Manager; and
(g) Seller will not, during the pending of this Agreement, place any new encumbrances on the Property or modify any franchise or licensing agreements or other documents material to the operation of the Property as a Super 8 Motel, without prior written consent of Purchaser.
