Common use of Operating Agreements. All Operating Agreements Clause in Contracts

Operating Agreements. All Operating Agreements. If permitted under any Operating Agreement, each Respective Seller shall, after expiration of the Due Diligence Period, but prior to Closing, submit written notice to the applicable vendor(s) to terminate (with a copy of such notice to be delivered to Buyer) any Operating Agreement (other than the “Construction Contract” (as hereinafter defined)) which Buyer has notified Seller in writing prior to the expiration of the Due Diligence Period that Buyer does not wish to assume; provided that, Respective Seller shall not be obligated to terminate any Operating Agreement where such termination would result in a default under such Operating Agreement or where a Respective Seller would incur any expense in connection with such termination. Such non-terminable Operating Agreements, if any, shall be assumed by Buyer as of the Closing. If a Respective Seller provides notice to terminate any Operating Agreement which Buyer has notified Seller in writing that Buyer does not wish to assume, but such Operating Agreement cannot be effectively terminated until after the Closing Date (e.g., a service contract may require at least thirty (30) days advance notice of termination before its termination becomes effective), Buyer shall assume such Operating Agreement as of the Closing until such termination becomes effective in accordance with the terms and conditions of such Operating Agreement. The foregoing to the contrary notwithstanding, each Respective Seller shall cause the following Operating Agreements (the “Terminable Operating Agreements”) to be terminated at Closing without liability or expense to Buyer: (1) the current property management agreement for each Property and (2) the current listing and/or leasing agreement for each Property.

Operating Agreements. All Operating Agreements. If permitted under any Operating Agreement, each Respective Seller shall, after expiration of the Due Diligence Period, but prior to Closing, submit written notice to the applicable vendor(s) to terminate (with a copy of such notice to be delivered to Buyer) any Operating Agreement (other than the “Construction Contract” (as hereinafter defined)) which Buyer has notified Seller in writing prior to the expiration of the Due Diligence Period that Buyer does not wish to assume; provided that, Respective Seller shall not be obligated to terminate any Operating Agreement where such termination would result in a default under such Operating Agreement Agreement, or where a Respective Seller would incur any expense in connection with such termination; and provided further that in any event, except for the “Terminable Operating Agreement” (as hereinafter defined), Buyer shall indemnify, defend and hold harmless Seller and the “Seller Parties” (as hereinafter defined) from any and all liability, claims, demands, damages and costs (including attorney’s fees and expenses) on account of any such termination or attempted termination of any Operating Agreement. Such non-terminable Operating Agreements, if any, shall be assumed by Buyer as of the Closing. If a Respective Seller provides notice to terminate any Operating Agreement which Buyer has notified Seller in writing that Buyer does not wish to assume, but such Operating Agreement cannot be effectively terminated until after the Closing Date (e.g., a service contract may require at least thirty (30) days advance notice of termination before its termination becomes effective), Buyer shall assume such Operating Agreement as of the Closing until such termination becomes effective in accordance with the terms and conditions of such Operating Agreement. The foregoing to the contrary notwithstanding, each Respective Seller shall cause the following Operating Agreements (the “Terminable Operating AgreementsAgreement”) to be terminated at Closing without liability or expense to Buyer: (1) the current property management agreement for each Property the Property, and (2) the current listing and/or leasing agreement for each the Property.