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 the Seller’s control under the Management Agreement, use commercially reasonable efforts to cause Manager to do so).
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.
Conduct of Business; Maintenance and Operation of Property. Use commercially reasonable efforts to operate and maintain, or cause Manager to operate and maintain, the Property in a prudent manner and in accordance with the operating standards of a hotel and resort of the type and nature similar to the Hotel and the other assets substantially consistent with the current operation and maintenance of the Property (the “Operating Standards”), subject in all instances to Seller’s and Manager’s right to take any action (or omit to take any action), as Seller or Manager determines in its reasonable discretion: (i) necessary to comply with Applicable Law or the written request of any Governmental Authority; (ii) on account of the health and welfare of Property guests, Employees or the general public (including, without limitation, actions taken by Seller in connection with COVID-19 or other pandemic), as determined by Seller or Manager in its reasonable discretion; or (iii) to operate the Hotel with increased or reduced staffing, increased or reduced services/amenities or increased or reduced room availability. Notwithstanding anything to the contrary set forth in this Agreement, including, without limitation, the foregoing sentence, neither Seller nor Manager shall be required to (i) cure, remove or close out any violations, (ii) make any capital improvements, replacements or repairs to the Property, or (iii) maintain (A) profitability, (B) revenue per available room, (C) occupancy levels, (D) staffing (subject to the Operating Standards), (E) availability of guest rooms (subject to the Operating Standards), and (F) availability of services/amenities (subject to the Operating Standards). Notwithstanding anything stated herein to the contrary, from the date of this Agreement until the Closing Date, to the extent Seller receives a written notice from Manager requesting Seller’s consent to the same, unless required by operation of law, Seller shall not, and shall not permit Manager to, without the explicit prior written consent of the Buyer, (i) enter into any (or amend any existing) collective bargaining agreement or other labor agreement with any labor organization with respect to the Employees, (ii) enter into a (or amend or modify any existing) card-check recognition agreement, neutrality agreement or labor agreement of any kind if any provision thereof binds or obligates Buyer, or any of its Affiliates, with respect to the Employees, or (iii) increase the number of Employees, or make any material changes in the compensa...
Conduct of Business; Maintenance and Operation of Property. (a) Between the Contract Date and the Closing Date, Seller shall 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. Seller shall cause the Property to be maintained in its present order and condition, normal wear and tear excepted, and subject to any casualty, which shall be governed by Article XII, 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 and the continuation of the normal practice with respect to maintenance and repairs so that the Property shall, except for normal wear and tear and subject to any casualty, be in substantially the same condition on the Closing Date as on the Contract Date. Seller shall not remove or permit to be removed any Personal Property except in the ordinary course of business or as necessary for repairs or replacements of worn out or obsolete items. Seller shall pay or shall cause to be paid all tax amounts due for the Property for the period prior to Closing.
Conduct of Business; Maintenance and Operation of Property. Between the Effective Date and the Closing Date, subject to the terms of the Management Agreement (provided, that, if the following are controlled by Hotel Manager, Seller shall use commercially reasonable efforts to cause Hotel Manager to comply with this Section 7.1 notwithstanding the right (or lack thereof) of Seller under the Management Agreement to approve or disapprove of or consent to any such item set forth below in this Section 7.1), Seller shall use commercially reasonable efforts to cause the Property to be operated, managed and maintained in the manner which is substantially similar to the manner it has been operated and maintained prior to the Effective Date, which undertaking includes, but is not limited to:
Conduct of Business; Maintenance and Operation of Property. Between the date of execution of this Agreement and the Closing Date, Seller shall continue to carry on the business and maintain the Hotel as currently conducted and consistent with the Management Agreement. Seller will:
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 Contract Date and the Closing Date, Seller shall continue to carry on the business of the Hotel as currently conducted and consistent with the Franchise Agreement and the Existing Management Agreement. Seller shall cause the Property to be maintained in its present order and condition, normal wear and tear excepted, so that the Property shall, except for normal wear and tear, be in substantially the same condition on the Closing Date as on the Contract Date. Seller will or will cause Existing Manager to:
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.
