Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the Closing Date, subject to and consistent with the terms of the applicable Management Agreement, each Seller shall cause its Property to be operated and managed in the manner which is substantially similar to the manner it has been operated and managed prior to the Effective Date, which undertaking includes, but is not limited to:
(a) provide a level of employment at each Hotel sufficient for the normal operations of such Hotel as currently conducted;
(b) accept, in the ordinary course of business, booking contracts for the use of guest rooms and facilities of the Hotel;
(c) keep, observe, and perform all material obligations under the Space Leases, the Contracts, the Equipment Leases, the Franchise Agreements, the Management Agreements and all other applicable contractual arrangements relating to the Property;
(d) perform maintenance and repairs in the ordinary course of business, except that Seller shall not be required to make any capital improvements or replacements to the Property;
(e) Sellers will not, and, will not permit Operating Tenant and Hotel Manager to, enter into or otherwise amend or terminate any Space Leases, Material Equipment Leases, or Material Contracts (except as expressly required by the terms thereof) without the prior written approval of Buyer, which approval (i) prior to the Due Diligence Deadline, shall not be unreasonably withheld, conditioned or delayed, and (ii) after the Due Diligence Deadline, may be given or withheld in Buyer’s sole and absolute discretion; provided, however, that in the event Buyer fails to respond to Sellers within five (5) Business Days after Buyer is notified of such proposed agreement, amendment or termination, such failure to respond shall be deemed to constitute Buyer’s approval of same. Notwithstanding the foregoing, Sellers will be allowed at all times to (A) amend, extend or terminate Space Leases, Equipment Leases, and Contracts as expressly required by the terms thereof, and (B) enter into new Equipment Leases or Contracts if they are either (I) not a Material Contract or Material Equipment Lease or (II) terminable by Buyer without any termination fee and upon not more than thirty (30) days’ notice; to the extent any Seller enters into, amends or terminates any Space Lease, Equipment Lease or Contract prior to the Due Diligence Deadline, Sellers shall promptly, but in no event two (2) Business Day, provide written notice of the same and a copy to the Buyer. Sell...
Conduct of Business; Maintenance and Operation of Property. Continue to carry on the business and maintain the Hotel substantially in the same manner as currently conducted and maintained (or if not within Seller’s control under the Management Agreement, use commercially reasonable efforts to cause Manager to do so) including, but not limited to, payment of all occupancy taxes (and other hotel/motel taxes and fees).
Conduct of Business; Maintenance and Operation of Property. Between the Contract Date and the Closing Date, Seller shall use commercially reasonable efforts to cause the operation and maintenance of the Property to be carried on in the ordinary course, in a manner consistent with prior practice. Seller or Manager shall be permitted to enter into those pending equipment leases, service contracts and rooms agreements identified on EXHIBIT M hereto (the "PENDING CONTRACTS"), without the consent of Purchaser. To the extent Seller has consent rights under the Management Agreements, Seller shall not consent to the termination or material modification of any existing Equipment Leases, Service Contracts, Rooms Agreements or Space Leases or enter into new equipment leases, service contracts, rooms agreements or space leases without the prior written consent of Purchaser, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser fails to respond to a request for consent within five (5) business days after receipt of such request (or, if the Management Agreement requires Seller's consent in a shorter period, one (1) business day prior to the
Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the Closing Date, subject to and consistent with the terms of the applicable Management Agreement, and subject to any actions that Seller takes or causes Seller Group take, in connection with COVID-19 or other public health emergencies to protect the health and safety of customers, Hotel employees and/or other business relationships solely to the extent required by applicable Laws and the requirements of the Franchise Agreements, without the prior written consent of Buyer, Seller and Seller Group shall, and use reasonable efforts to cause the Hotel Management Company to: (a) operate the Seller’s Subsidiaries and Hotels and otherwise conduct their respective business in the manner which is substantially similar to Seller Group’s and Hotel Management Company’s past custom and practice for the business, taking into account the facts and circumstances in existence from time to time (provided that the existence of this Agreement and the potential to consummate the transactions contemplated hereby and the affect that same have on the operation of the Hotels shall not be taken into account): (b) provide a level of employment at each Hotel sufficient for the normal operations of such Hotel as currently conducted; (c) accept, in the ordinary course of business, Bookings for the use of guest rooms and facilities of the Hotel; (d) keep, observe, and perform all material obligations under the Contracts, the Equipment Lease, the Space Leases, the Franchise Agreements, the Management Agreements, the CMBS Loan Documents, the Leawood Loan Documents, the XxXxxxxxx Option, the Rooftop Lease, all licenses and permits, and all other applicable contractual arrangements relating to the Property;
Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the Closing Date, the FCRHA shall cause the Property to be maintained substantially in its present order and condition, except for normal wear and tear, casualty, and condemnation.
Conduct of Business; Maintenance and Operation of Property. Between the Contract Date and the Closing Date, Seller shall continue to maintain the Property in the same manner as it was maintained prior to the date hereof and keep the Property in its present order and condition, subject to normal wear and tear, exercising the same degree of care in such matters as Seller has previously exercised. Seller shall not remove any item of Personal Property from the Property without replacing the same with property of equal or greater value.
Conduct of Business; Maintenance and Operation of Property. Between the Contract Date and the Closing Date, the Sellers shall continue to carry on the business of the Hotel as currently conducted; however, Sellers shall have no obligation to cure or correct the Existing Sign Default.
Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the commencement date under the Master Management Agreement, as described in the Comprehensive Agreement between the parties executed concurrently with this Agreement. Seller shall cause the Property to be maintained in its present order and condition, normal wear and tear excepted, and shall cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repairs so that the Property shall, except for normal wear and tear, be in substantially the same condition on the Closing Date as on the Effective Date. Notwithstanding the foregoing, other than maintaining standard maintenance practices for the Property, Seller shall have no obligation to make any capital improvements or major renovations on any of the buildings, fixtures or other improvements on the Property after the Effective Date.
Conduct of Business; Maintenance and Operation of Property. Between the Contract Date and the Closing Date, Seller shall, or shall cause Operating Tenant and the Manager to, (a) carry on the business of the Property as a full-service hotel in the ordinary course and in a good and diligent manner consistent with prior practice, (b) maintain its books of account and records in the usual, regular and ordinary manner, in accordance with accounting principles applied on a basis consistent with that used in keeping its books in prior years and (c) use reasonable efforts to preserve its present business organization, retain the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Seller shall continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Seller did prior to the execution of this Agreement. Seller shall cause the Property to be maintained in its present order and condition, normal wear and tear excepted, and shall cause the continuation of the normal operation thereof, including the purchase and replacement of supplies and equipment, the maintenance of its beneficial relations with guests, suppliers and others having business dealings with the Seller. Seller shall not remove or permit to be removed any Personal Property except as necessary for repairs or replacements of worn out or obsolete items.
Conduct of Business; Maintenance and Operation of Property. Between the Contract Date and the Closing Date, Seller shall, to the extent of its authority under the Management Agreement, cause the operation of the Property to be carried on in the ordinary course, in a manner consistent with prior practice and the current Annual Operating Projection under the Management Agreement so as to keep the Property in good condition, reasonable wear and tear excepted, and so as to maintain and replenish inventory levels and Personal Property levels consistent with past practices. Between the Contract Date and the Closing Date, Seller, to the extent of its authority under the Management Agreement, shall, continue to accept Rooms Agreements, Bookings and Advance Deposits and shall not alter, or consent to the alteration of, in any material respect, the accounting principles, procedures, methods or practices in effect at the Property. Between the Contract Date and the Closing Date, Seller shall not consent to the amendment of the Management Agreement without the prior consent of the Purchaser. If Purchaser fails to respond to a request for consent pursuant to this Section 6.1 within five (5) business days after receipt of such written request, such consent shall be deemed given. Seller shall provide Purchaser with copies of any such amendments promptly after the execution thereof. Except in the ordinary course of business, Seller shall not remove or, to the extent of its authority under the Management Agreement, permit to be removed any Personal Property except as necessary for repairs or replacements of worn out or obsolete items.
