Common use of Conduct of the Business in Ordinary Course Clause in Contracts

Conduct of the Business in Ordinary Course. 7.1 Seller will carry on the operation and maintenance of the Property from the Effective Date to the Closing Date in the ordinary course of Seller’s business consistent with its historical practice, including but not limited to: (a) maintaining inventories at the Property at levels historically maintained; (b) performing necessary maintenance and repairs, including but not limited to maintenance and repairs necessary to keep the Hotel in the condition required by the Franchisor; (c) maintaining insurance coverages consistent with Seller’s then-current risk management policies; and (d) advertising and marketing the Hotel and accepting Bookings. Immediately upon receipt by Seller from Manager, but in any event on or before the twentieth (20th) day of each calendar month after the Effective Date, Seller shall deliver a monthly Hotel operating statement to Purchaser in substantially form maintained by Seller in the ordinary course of business. 7.2 From the Effective Date to the Closing Date without Purchaser’s prior written consent, not to be unreasonably withheld, delayed or conditioned, Seller shall not: (a) enter into any lease, amendment of lease, option, contract or agreement respecting the Property or its operations except for (i) the renewal of contracts in the ordinary course of business or (ii) agreements which may be terminated on not less than thirty (30) days prior written notice without payment, or (iii) contracts committing guest rooms and rooms and facilities for group meetings or social functions in the ordinary course of its business and upon commercially reasonable terms and conditions; (b) undertake any capital improvements to the Property, other than (i) those required in the case of an emergency to protect life or property, (ii) those which are fully completed and paid for by Seller prior to Closing and are approved by Purchaser in its sole and absolute discretion, (iii) those required by Seller’s first mortgage lender(s) and/or franchisors; or (iv) those that are capital repairs or replacements (but not alterations) in good faith deemed necessary or appropriate by Seller in the ordinary course of business. If by Closing, Seller has not completed any of the work described in (i) through (iv) or any other capital improvement to which Purchaser has consented, Purchaser shall receive a credit against the Purchase Price for the unpaid cost of the uncompleted work; or (c) mortgage or encumber or otherwise voluntarily restrict or materially adversely affect title to the Property, except for mortgages and encumbrances which will be terminated at Closing.

Conduct of the Business in Ordinary Course. 7.1 Seller will carry on the operation and maintenance of the Property from the Effective Date to the Closing Date in the ordinary course of Seller’s 's business consistent with its historical practice, including but not limited to: (a) maintaining inventories at the Property at levels historically maintained; (b) performing necessary maintenance and repairs, including but not limited to maintenance and repairs necessary to keep the Hotel in the condition required by the FranchisorMarriott; (c) maintaining insurance coverages consistent with Seller’s 's then-current risk management policies; and (d) advertising and marketing the Hotel and accepting Bookings. Immediately upon receipt by Seller from Manager, but in any event on or before the twentieth (20th) day of each calendar month after the Effective Date, Seller shall deliver a monthly Hotel operating statement to Purchaser in substantially the form maintained by Seller in the ordinary course of business. Notwithstanding anything in this Agreement to the contrary, in no event shall Seller be obligated to perform any capital improvements and/or repairs which may be required pursuant to the Existing Franchise Agreement, except to the extent such capital improvements and repairs are specified in detail under the Existing Franchise Agreement or any correspondence or attachment from Marriott and are required by Marriott to be commenced and/or completed prior to the Closing Date. 7.2 From the Effective Date to the Closing Date Date, subject to the terms of the Management Agreement, without Purchaser’s 's prior written consent, not to be unreasonably withheld, delayed or conditioned, Seller shall not: (a) enter into any lease, amendment of lease, option, contract or agreement respecting the Property or its operations except for (i) the renewal of contracts in the ordinary course of business or (ii) agreements which may be terminated on not less than thirty (30) days prior written notice without payment, or (iii) contracts committing guest rooms and rooms and facilities for group meetings or social functions in the ordinary course of its business and upon commercially reasonable terms and conditions; (b) undertake any capital improvements to the Property, other than than, at Seller's sole option: (i) those required in the case of an emergency to protect life or property, ; (ii) those which are fully completed and paid for by Seller prior to Closing and are approved by Purchaser in its sole and absolute discretion, Closing; (iii) those required by Seller’s 's first mortgage lender(s) and/or franchisors; or (iv) those that are capital repairs or replacements (but not alterations) in good faith deemed necessary or appropriate by Seller in the ordinary course of business. If by Closing, Seller has not completed any of the work described in (i) through (iv) that Seller has agreed to perform and has in fact begun performance after the Effective Date, or any other capital improvement to which Purchaser has consentedconsented and Seller has begun performance after the Effective Date, Purchaser shall receive a credit against the Purchase Price for the unpaid cost of the uncompleted work; or (c) mortgage or encumber or otherwise voluntarily restrict or materially adversely affect title to the Property, except for mortgages and encumbrances which will be terminated at Closing.