Management Prior to Closing Clause Samples
Management Prior to Closing. Assuming Buyer shall not have advised Seller in writing on or before March 31, 2012 that Buyer is unsatisfied with its due diligence investigation of and with respect to the Hospital Facilities and Purchased Assets, Seller and Buyer shall execute, and Buyer shall assume on April 1, 2012 until Closing (the “Management Period”) the management of the Hospital Facilities under, a management agreement in substantially the form set forth in Exhibit A hereto (the “Management Agreement”). On the first day of the Management Period, Seller shall be entitled to withdraw that portion of the working capital of Seller consisting of cash on hand or in banks.
Management Prior to Closing. Between the Effective Date and the Date of Closing, (a) Seller shall maintain, manage and operate the Property in the customary course of business, make all necessary and material repairs and replacements, committing or permitting no waste thereto, such that at the time of the Closing the Real Property shall be in substantially the same physical condition as on the date of Seller’s execution of this Agreement, ordinary wear and tear excepted; (b) unless Purchaser has given its prior written consent, Seller shall not make any material changes to or alterations of the Real Property except to perform (i) emergency repairs (regarding which Purchaser shall be promptly advised in writing), and (ii) any other work having Purchaser’s prior written approval; and (c) perform all of Seller’s obligations as landlord under the Lease.
Management Prior to Closing. Notwithstanding any other provision of this Agreement, prior to the Closing, all authority to manage the business, operations, and affairs of the Partnership shall be vested in both Partners jointly, to be exercised only as agreed to between the Partners, and neither Partner, including the Managing Partner, shall have any right or authority individually to act for or bind the Partnership, other than as expressly delegated to such Partner by agreement between the Partners, except that Century shall have authority on behalf of the Partnership to take any actions that are necessary or appropriate to permit the Partnership to obtain, effective as of and subject to the Closing, the financing contemplated by Section 7.22 of the Contribution Agreement.
Management Prior to Closing. Between the Effective Date and the Date of Closing, (a) Seller shall maintain, manage and operate the Property in the customary course of business (including full performance under any Service Agreement), make all necessary repairs, committing or permitting no waste thereto, and shall comply with all Legal Requirements and Environmental Laws and otherwise in substantially the same physical condition as on the date of Seller’s execution of this Agreement, casualty and ordinary wear and tear excepted, (b) cause to be maintained property insurance covering the Improvements for their full replacement cost with commercially reasonable deductibles and commercial general liability insurance with commercially reasonable coverage amounts, and (c) Seller shall maintain all Permits, if any, in full force and effect.
Management Prior to Closing. Between the date of this Agreement and the Closing Date, (a) Seller shall maintain the Property, committing or permitting no waste thereto, such that at the time of the Closing, the Property shall be in substantially the same physical condition as on the date of Seller’s execution of this Agreement. Seller shall not modify any contracts or enter into any new lease or other agreement affecting the Property or any portion thereof or the use thereof, without the prior written consent of the Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion. Further, Seller shall terminate all existing leases and tenancies with respect to the Property and deliver the Property free and clear of any leasehold interests, claims for security deposits, or other interests in the Property as of the Closing Date.
Management Prior to Closing. On the date hereof, Seller and Buyer will execute and deliver a Management Agreement in the form of Exhibit B hereto pursuant to which Buyer will manage the Business until the Closing. During such period, Buyer shall advise Seller of all material developments related to Buyer's management. Seller shall fully cooperate with Buyer in connection therewith. If this Agreement is terminated pursuant to Section 12.1, Seller shall reimburse Buyer for (i) preapproved capital expenditures as specified in the Management Agreement and (ii) unreimbursed payments by Buyer in respect of any liability of Buyer which is not an Assumed Liability.
Management Prior to Closing. Between the date of this Agreement and the Date of Closing, (a) Seller shall maintain, manage and operate the Property in the same manner as immediately prior to the date of this Agreement and otherwise in substantially the same physical condition as on the date of Seller’s execution of this Agreement, ordinary wear and tear excepted; and (b) unless Purchaser has given its prior written consent, Seller shall not make any material changes to or alterations of the Real Property except to perform (i) emergency repairs (regarding which Purchaser shall be promptly advised in writing) and (ii) any other work having Purchaser’s prior written approval.
Management Prior to Closing. Between the date of this Agreement and the Date of Closing, Seller shall maintain, manage the Property in the same manner as immediately prior to the date of this Agreement and otherwise in substantially the same physical condition as on the date of Seller’s execution of this Agreement, ordinary wear and tear excepted.
Management Prior to Closing. Between the Effective Date and the Date of Closing, (a) Seller shall maintain, manage and operate the Property in the same manner in which Seller currently operates the Property (including full performance under any Service Contract), make all necessary repairs and replacements (provided, however, that Seller shall have no obligation to make any capital repairs), committing or permitting no intentional waste thereto, such that at the time of the Closing the Real Property shall be in substantially the same physical condition as on the date of Seller’s execution of this Agreement, ordinary wear and tear excepted; (b) unless Purchaser has given its prior written consent, Seller shall not make any material changes to or alterations of the Real Property except to perform (i) emergency repairs (regarding which Purchaser shall be promptly advised in writing), and (ii) any other work having Purchaser’s prior written approval; and (c) perform all of Seller’s obligations as landlord under the Lease.