Operating Agreements. The Partnership has performed all of its obligations under each of the Operating Agreements and no fact or circumstance has occurred which, by itself or with the passage of time or the giving of notice or both, would constitute a material default under any of the Operating Agreements. The Partnership shall not enter into any new management agreement, maintenance or repair contract, supply contract, lease in which it is lessee or other agreements with respect to the Property, nor shall the Partnership enter into any agreements modifying the Operating Agreements, unless (a) any such agreement or modification will not bind the Acquiror or the Property after the date of Closing or (b) the Contributors have obtained the Acquiror's prior written consent to such agreement or modification, which consent shall not be unreasonably withheld or delayed.
Operating Agreements. Within five (5) calendar days following the Opening of Escrow, Seller shall provide to Buyer as part of the Review Materials, a copy of the Operating Agreements. Within ten (10) business days following receipt of the Operating Agreements, Buyer shall provide written notice to Seller of any Operating Agreements to which Buyer objects (the “Objectionable Agreements”); provided that Buyer may not object to any Operating Agreement that may be terminated upon thirty (30) or fewer days notice without penalty or termination fee. Within five (5) days following notice of the Objectionable Agreements from Buyer, Seller may (i) agree to terminate such Objectionable Agreements on or before the Closing Date, in which case this Agreement shall continue in full force and effect, or (ii) not agree to terminate such Objectionable Agreements, in which case Buyer shall have the right to terminate this Agreement and the Initial Deposit shall be immediately refunded to Buyer without further instruction. At Closing, Buyer shall assume and become responsible for all of the liabilities and obligations which arise post Closing under all of the Operating Agreements which Buyer has assumed, so long as Seller provided to Buyer a copy of such Operating Agreement pursuant to the provisions of Section 3.3 above.
Operating Agreements. CWEI shall use its reasonable efforts to enter into, and act in accordance with the provisions of, all applicable Operating Agreements relating to any Lease or Well. Following termination of this Agreement, each Party agrees to become a party to all Operating Agreements in which CWEI serves as operator, and further agrees to use its reasonable efforts to become a party to all other applicable Operating Agreements. To the extent any Party for any reason does not become a party to an applicable Operating Agreement, such Party agrees to use its reasonable efforts to act in accordance with the provisions of such Operating Agreement as if it were a party to such Operating Agreement.
Operating Agreements. By entering into this Agreement, Grantee agrees and acknowledges that (a) Grantee has received and read a copy of the applicable Operating Agreement(s), (b) the Owned Units are subject to the applicable Operating Agreement(s) (including indirectly to the EOC Parent LLC Agreement), the terms of which Operating Agreement(s) are hereby incorporated herein by reference and made part of this Agreement, and (c) Grantee shall be bound by all of the terms and conditions of the applicable Operating Agreement(s). In the event of a conflict between any term or provision contained in this Agreement (other than Section 2.4 hereof) and a term or provision of an applicable Operating Agreement (other than the EOC Parent LLC Agreement) and/or the EOC Parent LLC Agreement, the applicable terms and provisions of the EOC Parent LLC Agreement shall govern and prevail, and then in decreasing order of seniority, the applicable Operating Agreement and lastly, this Agreement. Without limiting the provisions of this Section 2.1, Grantee acknowledges that the Owned Units are subject to the provisions of the applicable Operating Agreement(s) under which (i) the applicable governing body has full discretion to interpret and administer this Agreement and its judgments are final, binding and conclusive on Grantee (absent manifest error), and (ii) Grantee shall be prohibited from Transferring the Owned Units to any other Person except as expressly permitted by the applicable Operating Agreement(s) or as provided for herein. Notwithstanding Grantee’s status as a member of Xxxx XX, Xxxx XX and WME Holdco, Grantee shall have no right whatsoever to (A) examine the books and records of Xxxx XX, Xxxx XX and WME Holdco or Employer or (B) obtain any information about the identities of the other members of Xxxx XX, Xxxx XX and WME Holdco or members of Employer (or of the size or nature of such other members’ or members’ interests in Xxxx XX, Xxxx XX and WME Holdco or Employer, respectively). This Agreement shall not restricted in any way the adoption of any amendment to any applicable Operating Agreement(s) in accordance with the terms of such applicable Operating Agreement(s).
Operating Agreements. Each of the Operating Agreements shall have been executed and delivered, and each of such agreements shall be in full force and effect.
Operating Agreements. Prior to fifteen (15) days prior to the expiration of the Inspection Period, Purchaser will designate in a written notice to Seller which Operating Agreements Purchaser will assume and which Operating Agreements will be terminated by Seller at Closing; provided, however, that Seller shall not be obligated to terminate, and Purchaser shall assume Seller’s obligations arising from and after Closing under, all Operating Agreements which cannot be terminated by Seller upon no more than thirty (30) days prior notice or which can be terminated by Seller only upon payment of a fee, premium, penalty or other form of early termination compensation. Taking into account any credits or prorations to be made pursuant to Article 5 hereof for payments coming due after Closing but accruing prior to Closing, Purchaser will assume the obligations arising from and after the Closing Date under those Operating Agreements which Purchaser has designated will not be terminated. Seller, without cost to Purchaser, shall terminate at Closing all Operating Agreements that are not so assumed, to the extent any relates to the Property. If Purchaser fails to notify Seller in writing on or prior to the date which is fifteen (15) days prior to the expiration of the Inspection Period of any Operating Agreements that Purchaser does not desire to assume at Closing, Purchaser shall be deemed to have elected to assume all such Operating Agreements and to have waived its right to require Seller to terminate such Operating Agreements at Closing.
Operating Agreements. 13 3.9 Insurance.................................................... 13 3.10
Operating Agreements. To Crow's knowledge, there are no management, -------------------- service, supply or maintenance contracts in effect with respect to the Property other than the Operating Agreements. Except as set forth on Schedule 3.8, to Crow's knowledge, Crow has performed in all material respects all of its obligations under each of the Operating Agreements and there are no defaults under any of the Operating Agreements and all other parties to the Operating Agreements have performed all of their obligations thereunder in all material respects, and are not in default thereunder in any material respect. To Crow's knowledge, Crow has received no notice of any intention by any of the parties to any of the Operating Agreements to cancel the same, nor has Crow canceled any of same.
Operating Agreements. To Seller's knowledge, the Operating Agreements listed on Exhibit C are all of the agreements concerning the operation and maintenance of the Property entered into by Seller and affecting the Property, except those operating agreements that are not assignable and are to be terminated by Seller within thirty (30) days after the Closing, and except any agreement with Seller's property manager, which shall be terminated by Seller.
Operating Agreements. Each of the Operating Agreements may be terminated by the Seller or the Purchaser upon not more than 30 days' prior written notice and without the payment of any penalty, fee, premium or other amount. The Seller has performed all of its obligations under each of the Operating Agreements and no fact or circumstance has occurred which, by itself or with the passage of time or the giving of notice or both, would constitute a default under any of the Operating Agreements. The Seller shall not enter into any new management agreement, maintenance or repair contract, supply contract, lease (as lessor or lessee) or other agreements with respect to the Property, nor shall the Seller enter into any agreements modifying the Operating Agreements, unless (a) any such agreement or modification will not bind the Purchaser or the Property after the Closing Date or (b) the Seller has obtained the express prior written consent of the Purchaser to such agreement or modification. The Seller agrees to cancel and terminate all of the Operating Agreements as of Closing unless the Purchaser requests in writing prior to Closing that one or more remain in effect after Closing.
