Interim Operation of the Property Sample Clauses

Interim Operation of the Property. Seller agrees that during the period between the date hereof and the Closing: (i) Seller will manage or cause to be managed the Property in accordance with all applicable Legal Requirements and under policies substantially similar to those existing prior to the date hereof and shall continue to offer services and amenities in accordance with past practices; provided, however, that prior to the Closing Date Seller shall not take any of the following actions without the prior written consent of Purchaser, which consent Purchaser shall not unreasonably withhold, delay or condition: (I) enter into any new Lease with respect to all or any portion of the Improvements; (II) consent to or disapprove any agreements with any subtenant or assignee proposed by any Tenant; (III) modify, amend or supplement any Lease or agree to the renewal, modification, surrender or early termination of any Lease; (IV) accept any advance payment of any rent under any Lease greater than one month in advance; or (V) waive, reduce or forgive any rent required to be paid under any Lease or any other material term of any Lease; (ii) The Improvements, Personalty and other items comprising the Property will be maintained in as good condition and state of repair as that existing on the date hereof, subject, however, to normal wear and tear and the provisions of Section 12 hereof; (iii) Seller will maintain the Insurance Policies from the date hereof through the Closing Date or earlier termination of this Agreement; (iv) Subject to the prorations described in Section 2(b) hereof, Seller will cause to be paid all trade accounts and costs and expenses of operation and maintenance of the Property incurred or attributable to a period prior to the Closing; (v) Prior to the Closing Date, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, delayed or conditioned, Seller will not enter into any new agreement with respect to the operation or maintenance of any portion of the Property or assume any contract, agreement, obligation or commitment related to the Property at or prior to Closing, and will not amend, terminate or waive any right under any existing Property Agreement; (vi) Seller will not further encumber or permit encumbrance of the Property in any manner; (vii) Seller will not cause or permit any material adverse change in the financial position, assets, or earnings of the Company and/or the Property; and (ix) Seller shall not enter into (or permi...
Sample 1
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Interim Operation of the Property. Between the Effective Date and the Closing Date, each Seller and Subsidiary shall carry on the business and operations of the Property in the Ordinary Course of Business. In accomplishing the foregoing, Seller agrees by way of example, but not limitation, and subject to the rights and responsibilities of Manager under the Management Agreement and the terms and conditions of the Management Agreement, that (a) from and after the Effective Date, such applicable Seller and each Subsidiary shall not (i) sell, convey, transfer, assign or otherwise dispose of (and shall use commercially reasonable efforts to prohibit Manager from selling, conveying, transferring or otherwise disposing of) any portion of the Property other than goods for retail sale to the general public in the Ordinary Course of Business, which goods shall be replaced, when required, in the Ordinary Course of Business, (ii) enter into or authorize Manager to enter into any New Leases or New Contracts or terminate, materially amend or modify, extend or renew (and still use commercially reasonable efforts to prohibit Manager from doing any of the foregoing with respect to) any Existing Leases, Existing Contracts or any other material agreement affecting the Property unless Seller or Subsidiary, as applicable, has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed, provided Buyer’s consent will be deemed granted in the event Buyer does not provide its approval or disapproval, as applicable, within three (3) Business Days of Sellers’ written request therefor), which request shall be accompanied by a copy of the existing and/or proposed agreements), or (iii) incur any obligation or liability not contemplated in the then applicable operating budget, or that is material to the financial condition or results of operations of the Property, unless the Seller or Subsidiary has obtained the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed); (b) each applicable Seller and Subsidiary shall keep Buyer (or its representative) reasonably informed as to the operations of the Property during the period beginning on the Effective Date and ending on the Closing Date; and (c) Seller shall cause the applicable Subsidiary to (i) maintain inventories at levels consistent with the Ordinary Course of Business; (ii) not perform, nor permit the performance of, any substantial alterations, renovations, or improvements to the Real ...
Sample 1
Interim Operation of the Property. (a) Except as otherwise contemplated or permitted by this Agreement or approved by Buyer in writing, from the Effective Date to the Closing Date, Seller agrees that it will (i) substantially perform its obligations under the Existing Lease, (ii) operate, maintain, repair and lease the Real Property in the ordinary course, on an arm's-length basis and consistent with Seller's past practices and (iii) will not dispose of or encumber the Property, except for dispositions of personal property in the ordinary course of business or as otherwise permitted by Section 7.1 or Section
Sample 1
Interim Operation of the Property. (a) Except as otherwise contemplated or permitted by this Agreement or approved by Buyer in writing, from the Effective Date to the Closing Date, Seller agrees that it will carry on the business of Seller with respect to the Property in the manner in which it has heretofore conducted such business. (b) In the event Seller enters into any new Contract or Lease, or amends any existing Contract or Lease, prior to the expiration of the Due Diligence Period, Seller shall provide Buyer a copy of the same within three (3) Business Days after entering into any such new or amended Contract or Lease, and Buyer shall have until the expiration of the Due Diligence Period to review any such new or amended Contract or Lease, PROVIDED in no event shall Buyer have less than five (5) days prior to the expiration of the Due Diligence Period to complete such review (and the Due Diligence Period shall be extended as necessary). (c) Following the expiration of the Due Diligence Period, Seller shall first obtain Buyer's reasonable approval prior to entering into any new Contract or Lease, or amending any existing Contract or Lease. Any such approval, by Buyer shall not be unreasonably withheld or delayed and shall be deemed granted if Buyer does not respond in writing to Seller's request for approval within three (3) Business Days from its receipt thereof.
Sample 1
Interim Operation of the Property. Seller hereby covenants that from and after the Effective Date and until the Closing, Seller shall:
Sample 1
Interim Operation of the Property. Until the Closing Date or the sooner termination of this Agreement, Seller shall use commercially reasonable efforts to maintain the Property in substantially the same manner as prior hereto pursuant to its normal course of business, but without obligation to make capital expenditures, subject to reasonable wear and tear, and further subject to destruction by casualty or eminent domain or other events beyond the reasonable control of Seller, including, without limitation, changes in laws, rules, ordinances and regulations. Without limiting the foregoing, Seller covenants that from the expiration of the Due Diligence Period through the Closing Date: (i) Seller shall not sell, transfer, otherwise convey all or any material portion of the Property, or any interest therein, or grant or permit any easements or other interests with respect to the Property without Buyer’s prior written consent, which may be given or withheld in Buyer’s sole and absolute discretion; (ii) except as provided in Section 8.J. of this Agreement, Seller shall not enter into any lease or occupancy agreement affecting the Property or any part thereof; (iii) Seller shall not make or permit to be made any alterations or improvements to the Property or any part thereof except (x) completion of any remaining punchlist items in connection with the final completion of construction of the Improvements, or (y) to the extent required under any Lease, or under any applicable law, rule or regulation; (iv) other than New Leases or modifications to Existing Leases in accordance with Section 8.J. of this Agreement, Seller shall not enter into any material written agreement with respect to the Property which would be binding upon Buyer after the Closing Date; (v) Seller shall deliver to Buyer copies of all material notices and other material written communications concerning the Property that are delivered to Seller by any governmental or municipal body or agency having jurisdiction over the Property; and (vi) Seller shall maintain and keep in full force and effect all policies of insurance that are being maintained by the Seller with respect to the Property as of the Effective Date. At Closing, all vacant units will be in a “rent ready” condition and all Personal Property identified on the list produced by Seller pursuant to this Agreement will remain on at the Property.
Sample 1
Interim Operation of the Property 
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Related to Interim Operation of the Property

  • Operation of the Property Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

  • Condition of the Property THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.

  • Possession of the Property The Parties hereby agree that the exclusive possession of the Property shall be delivered by the Seller to the Buyer on

  • Construction of the Project The Allottee has seen the proposed layout plan, specifications, amenities and facilities of the Apartment/ Plot and accepted the floor plan, payment plan and the specification, amenities and facilities annexed along with this Agreement which has been approved by the competent authority, as represented by the Promoter. The Promoter shall develop the Project in accordance with the said layout plans, floor plans and specifications, amenities and facilities. Subject to the terms in this Agreement, the Promoter undertakes to strictly abide by such plans approved by the competent authorities and shall also strictly abide by the bye-laws, FAR, and density norms and provisions prescribed by the relevant building bye-laws and shall not have an option to make any variation/ alteration/ modification in such plans, other than in the manner provided under the Act, and breach of this term by the Promoter shall constitute a material breach of this Agreement.

  • Construction of the Project Highway (i) The Contractor shall construct the Project Highway as specified in Schedule- B and Schedule-C, and in conformity with the Specifications and Standards set forth in Schedule-D. The Contractor shall be responsible for the correct positioning of all parts of the Works, and shall rectify any error in the positions, levels, dimensions or alignment of the Works. The [650th (six hundred and fiftieth) day] from the Appointed Date shall be the scheduled completion date (the “Scheduled Completion Date”) and the Contractor agrees and undertakes that the construction shall be completed on or before the Scheduled Completion Date, including any extension thereof. (ii) The Contractor shall construct the Project Highway in accordance with the Project Completion Schedule set forth in Schedule-J. In the event that the Contractor fails to achieve any Project Milestone or the Scheduled Completion Date within a period of 30 (thirty) days from the date set forth in Schedule-J, unless such failure has occurred due to Force Majeure or for reasons solely attributable to the Authority, it shall pay Damages to the Authority of a sum calculated at the rate of 0.05% (zero point zero five percent) of the Contract Price for delay of each day reckoned from the date specified in Schedule –J and until such Project Milestone is achieved or the Project Highway is completed; provided that if the period for any or all Project Milestones or the Scheduled Completion Date is extended in accordance with the provisions of this Agreement, the dates set forth in Schedule-J shall be deemed to be modified accordingly and the provisions of this Agreement shall apply as if Schedule-J has been amended as above; provided further that in the event the Project Highway is completed within or before the Scheduled Completion Date including any Time Extension, applicable for that work or section, the Damages paid under this Clause 10.3 (ii) shall be refunded by the Authority to the Contractor, but without any interest thereon. The Parties agree that for determining achievement or delays in completion of the Project Milestones or the Project on the due date, the works affected due to delay in providing the site for which time extension has been granted beyond the Scheduled Completion Date will be excluded. For example on the due date to achieve the Project Milestone-I (i.e., Stage Payments of 10% (ten percent) of Contract Price on 180th (one hundred and eighty) day from the Appointed Date), if 5% (five percent) of the project length corresponding to the Project Milestone-I is not handed over or lately handed over resulting in the extension of completion of this 5% (five percent) length beyond Scheduled Completion Date, Stage Payment of 10% X 0.95 = 9.5% only is to be achieved by 180th (one hundred and eighty) day. For the avoidance of doubt, it is agreed that recovery of Damages under this Clause 10.3 (ii) shall be without prejudice to the rights of the Authority under this Agreement including the right of Termination thereof. The Parties further agree that Time Extension hereunder shall only be reckoned for and in respect of the affected Works as specified in Clause 10.5 (ii). (iii) The Authority shall notify the Contractor of its decision to impose Damages in pursuance with the provisions of this Clause 10.3. Provided that no deduction on account of Damages shall be effected by the Authority without notifying the Contractor of its decision to impose the Damages, and taking into consideration the representation, if any, made by the Contractor within 20 (twenty) days of such notice. The Parties expressly agree that the total amount of Damages under Clause 10.3 (ii) shall not exceed 10% (ten percent) of the Contract Price. If the damages exceed 10% (ten percent) of the Contract Price, the Contractor shall be deemed to be in default of this agreement having no cure and the Authority shall be entitled to terminate this Agreement by issuing a Termination Notice in accordance with the provisions of Clause 23.1 (ii). (iv) In the event that the Contractor fails to achieve the Project Completion within a period of 90 (ninety) days from the Schedule Completion Date set forth in Schedule-J, unless such failure has occurred due to Force Majeure or for reasons solely attributable to the Authority, the contractor shall be deemed to be ineligible for bidding any future projects of the Authority, both as the sole party or as one of the parties of Joint Venture/ Consortium during the period from Scheduled Completion Date to issuance of Completion Certificate. This restriction is applicable if the contract value of the delayed project is not less than Rs. 300 Crore.

  • Development of the Property Except as modified by this Agreement, the Development and the Property will be developed in accordance with all applicable local, state, and federal regulations, including but not limited to the City’s ordinances and the zoning regulations applicable to the Property, and such amendments to City ordinances and regulations that that may be applied to the Development and the Property under Chapter 245, Texas Local Government Code, and good engineering practices (the “Applicable Regulations”). If there is a conflict between the Applicable Regulations and the Development Standards, the Development Standards shall control.

  • CONSTRUCTION OF THE PROJECT/ APARTMENT The Allottee has seen the proposed layout plan, specifications, amenities and facilities of the [Apartment/Plot] and accepted the floor plan, payment plan and the specifications, amenities and facilities [annexed along with this Agreement] which has been approved by the competent authority, as represented by the Promoter. The Promoter shall develop the Project in accordance with the said layout plans, floor plans and specifications, amenities and facilities. Subject to the terms in this Agreement, the Promoter undertakes to strictly abide by such plans approved by the competent Authorities and shall also strictly abide by the bye-laws, FAR and density norms and provisions prescribed by the [Please insert the relevant State laws]and shall not have an option to make any variation /alteration / modification in such plans, other than in the manner provided under the Act, and breach of this term by the Promoter shall constitute a material breach of the Agreement.

  • Operation of the Business Except as set forth on Section 10.1 of the Sentech Disclosure Schedule, as contemplated by this Agreement or as expressly agreed to in writing by Sensec and Ensec, during the period from the date of this Agreement to the Effective Time, Sentech and its Subsidiaries will conduct their operations only in the ordinary course of business consistent with sound financial, operational and regulatory practice, and will take no action which would materially adversely affect their ability to consummate the Transactions. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or except as disclosed in the Sentech Disclosure Schedule, prior to the Effective Time, neither Sentech nor any of its Subsidiaries will, without the prior written consent of Sensec and Ensec: (a) amend its Charter Documents or bylaws (or similar organizational documents); (b) authorize for issuance, issue, sell, deliver, grant any options for, or otherwise agree or commit to issue, sell or deliver any shares of its capital stock or any other securities, other than pursuant to and in accordance with the terms of any Existing Options or Sentech Warrants listed on the Sentech Disclosure Schedule; (c) recapitalize, split, combine or reclassify any shares of its capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; or purchase, redeem or otherwise acquire any of its or its Subsidiaries' securities or modify any of the terms of any such securities; (d) (i) create, incur, assume or permit to exist any long-term debt or any short-term debt for borrowed money other than under existing notes payable, lines of credit or other credit facilities or in the ordinary course of business, or with respect to its Wholly-Owned Subsidiaries in the ordinary course of business; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except its Wholly-Owned Subsidiaries in the ordinary course of business or as otherwise may be contractually required and disclosed in the Sentech Disclosure Schedule; or (iii) make any loans, advances or capital contributions to, or investments in, any other Person except its Wholly-Owned Subsidiaries; (i) amend any Sentech Benefit Plan or (ii) except in the ordinary course of business consistent with usual practice or established policy (a) increase in any manner the rate of compensation of any of its directors, officers or other employees everywhere, except for increases in the ordinary course of business; (b) pay or agree to pay any bonus, pension, retirement allowance, severance or other employee benefit except as required under currently existing Sentech Benefit Plans disclosed in the Sentech Disclosure Schedule or in the ordinary course of business; or (c) amend, terminate or enter into any employment, consulting, severance, change in control or similar agreements or arrangements with any of its directors, officers or other employees; (f) enter into any material agreement, commitment or contract, except agreements, commitments or contracts for the purchase, sale or lease of goods or services in the ordinary course of business; (g) other than in the ordinary course of business, authorize, recommend, propose or announce an intention to authorize, recommend or propose, or enter into any Contract with respect to, any (i) plan of liquidation or dissolution, (ii) acquisition of a material amount of assets or securities, (iii) disposition or Encumbrance of a material amount of assets or securities, (iv) merger or consolidation or (v) material change in its capitalization; (h) change any material accounting or Tax procedure or practice; (i) take any action the taking of which, or knowingly omit to take any action the omission of which, would cause any of the representations and warranties herein to fail to be true and correct in all material respects as of the date of such action or omission as though made at and as of the date of such action or omission; (j) compromise, settle or otherwise modify any material claim or litigation not identified in the Sentech Disclosure Schedule; or (k) commit or agree to do any of the foregoing.

  • Completion of the Project The Participating County acknowledges it is obligated to undertake and complete the design and construction of the Project in compliance with all of the applicable terms and conditions of the Project Documents and the Participating County agrees to use its best efforts to cause the completion of design and construction of the Project in compliance with the applicable terms and conditions of such documents. The Participating County agrees to complete the Project in accordance with this Agreement and consistent with the scope, cost and schedule established by the Board and attached hereto in Exhibit A, as such scope, cost and schedule may be modified with the approval of Finance and the recognition of the Board.

  • Execution of the Project (a) The Recipient declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry out the Project through its MoE with due diligence and efficiency and in conformity with appropriate financial, economic, environmental and administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Recipient and the Association shall otherwise agree, the Recipient shall carry out the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (a) Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for the Project and to be financed out of the proceeds of the Grant shall be governed by the provisions of Schedule 3 to this Agreement, as said provisions may be further elaborated in the Procurement Plan. (b) The Recipient shall update the Procurement Plan in accordance with terms of reference acceptable to the Association, and furnish such update to the Association not later than twelve (12) months after the date of the preceding Procurement Plan, for the Association’s approval. Section 3.03. Without limitation upon any of its obligations under paragraph (a) of Section 3.01 of this Agreement and except as the Recipient and the Association shall otherwise agree, the Recipient shall: (i) not later than by the effectiveness of this Agreement open a separate project account (the Project Account) in a commercial bank acceptable to the Association; (ii) thereafter maintain the Project Account during the entire Project implementation period, and replenish said Account regularly with funds sufficient to ensure the Recipient’s Project co-financing obligations; and (iii) use the amount in the Project Account exclusively for financing the Recipient’s contribution to Project expenditures. Section 3.04. For the purposes of Section 6.09 of the General Conditions and without limitation thereto, the Recipient shall: (a) prepare, on the basis of guidelines acceptable to the Association, and furnish to the Association not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Recipient and the Association, a plan designed to ensure the continued achievement of the Project’s objectives; and (b) afford the Association a reasonable opportunity to exchange views with the Recipient on said plan.

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