Maintenance of Purchased Assets. Use reasonable commercial ------------------------------- efforts to maintain the Purchased Assets, in the aggregate, in a condition comparable to their current condition, reasonable wear, tear and depreciation excepted, and except for Purchased Assets disposed of, sold or consumed in the ordinary course of business;
Maintenance of Purchased Assets. From the Closing Date through the exercise of the Repurchase Right: (i) all of the Purchased Assets and any Patent Rights related to the Compounds arising from the Solana Technology after the Closing, including any assets created or improved by La Jolla after the Closing that are related to the Purchased Assets (i.e., new patent applications, patents, data, etc.) (collectively, the “Compound Assets”) shall be held by La Jolla, which will be the sole record owner of the Compound Assets and no agreements to transfer or assign the Compound Assets, or rights, licenses or commitments with respect thereto, shall have been entered into and (ii) La Jolla shall not grant any liens, security interests or other Encumbrances on the Compound Assets. In the event that Solana exercises the Repurchase Right, Solana will thereupon acquire all right, title and interest in and to the Compound Assets, to the same extent that such title was conveyed by Solana to La Jolla at the Closing, and the Compound Assets shall be free of Encumbrances at the time of the completion of the transfer contemplated under the Repurchase Right. Following the exercise of the Repurchase Right, Solana shall indemnify La Jolla (and its directors, officers, Affiliates, members, managers, employees, agents, successors and assigns) for any Third Party claims arising out of the Assigned Agreements, other than claims related to the time when the Compound Assets were held by La Jolla.
Maintenance of Purchased Assets. At all times from the execution of this Agreement to the Closing Date, Sellers agree to maintain the Purchased Assets in good operation, condition and repair, except for ordinary wear and tear. Sellers shall (i) not alter, disassemble or remove any Purchased Assets from the Property or take any other action in connection with the Purchased Assets which is inconsistent with the transactions contemplated by this Agreement (except for removal of lift towers resulting from the shortening of the High Country lift) and (ii) maintain in full force and effect any and all contracts, permits and licenses which are Purchased Assets or Assumed Liabilities. Sellers shall notify Buyer promptly of any material change in the condition of the Purchased Assets.
Maintenance of Purchased Assets. Seller shall use, operate, maintain and repair all Purchased Assets, Subsidiary Assets, and the Leased Facility in a normal business manner (normal wear and tear excepted) in accordance with the ordinary course of business.
Maintenance of Purchased Assets. (a) Subject to the terms and conditions of this Agreement, Seller, from the date hereof through the Closing Date, shall, and shall cause Timberlands II, LLC to, (i) operate and maintain the Purchased Assets consistent with the manner in which Seller has historically managed its forestry operations related to such Purchased Assets, including without limitation, site preparation, seedling plantings, chemical treatments, and road and culvert maintenance; (ii) pay when due all accounts payable in respect of the Purchased Assets in a manner consistent with past practice; (iii) not sell any portion of the Seller Land or any Leasehold Interest or any trees or timber located on any portion of the Seller Land or Leasehold Property except in accordance with the Harvest Plan or in connection with the transfer of the same to Timberlands II, LLC; (iv) not enter into any new logging contracts, log sale agreements or timber cutting contracts except in accordance with the Harvest Plan; (v) neither voluntarily place, nor take any action which would result in, any Lien on or against any of the Purchased Assets; and (vi) not enter into any new Contract or agreement related to the Purchased Assets; provided, however, that Seller may enter into such new Contracts which are cancelable on thirty (30) days notice by Seller and its successors and assigns.
(b) Subject to the terms and conditions of this Agreement, and except as Seller may otherwise agree in writing, Purchaser shall use, and Purchaser shall cause Purchaser, LLC to use, all commercially reasonable efforts not to intentionally interfere with Seller’s conduct of business with respect to the Purchased Assets pending the Closing in accordance with paragraph (a) of this Section 10.2 above, and not to take any action that might reasonably be expected to impair Seller’s relationships with customers, suppliers or employees of the businesses and operations of Seller, whether or not associated with the Purchased Assets.
(c) From the date hereof through the Closing Date, except in accordance with the Contribution Agreement, Seller shall not sell, transfer, assign, convey or otherwise dispose of any portion of the Seller Land or any Leasehold Interest that is to be transferred pursuant to this Agreement without the prior written consent of Purchaser, which may be withheld in Purchaser’s sole discretion.
Maintenance of Purchased Assets. Seller shall maintain the Purchased Assets, whether owned or leased, in good repair, order and condition, in accordance with manufacturers' instructions and Seller's past practices, reasonable wear and tear excepted.
Maintenance of Purchased Assets. Seller shall (and Shareholder shall cause Seller to) maintain the Purchased Assets consistent with past practice of Business, and meet the requirements of all applicable safety, environment, building, zoning, fire, health and other laws, ordinances, rules and regulations affecting same, and in addition thereto, shall maintain the Vehicles included in the Purchased Assets in good state of repair, reasonable wear and tear only excepted.
Maintenance of Purchased Assets. Seller will maintain the Purchased Assets in good working order consistent with standards of good engineering practice and in accordance with the rules and other requirements of the FCC. Seller will replace any of such property that is used or useful in digital operation of the Station which shall be worn out, lost, stolen, or destroyed with like property of substantially equivalent kind and value.
Maintenance of Purchased Assets. At all times from the execution of this Agreement to the Closing Date, Sellers agree to maintain the Purchased Assets in substantially the same condition as of the date of this Agreement, provided that Sellers shall not be required to spend any money on maintenance, repair or replacement of any Purchased Assets. Sellers shall (i) not alter, disassemble or remove any Purchased Assets from the Property or take any other action in connection with the Purchased Assets which has or is likely to have a material adverse affect upon the value of, or beneficial use of, the Purchased Assets or the ability to continue to engage in the Ski Area Use, and (ii) maintain in full force and effect any and all contracts, permits and licenses which are Purchased Assets or Assumed Liabilities. Sellers shall notify Buyer promptly of any material change in the condition of the Purchased Assets.
Maintenance of Purchased Assets. At all times before the Closing, the Seller shall maintain the Purchased Assets in accordance with past practices and Seller shall not take any actions outside the ordinary course of operations which would adversely effect the operating condition of the Purchased Assets.
