Operating Contracts. Subject to the rights of the Timeshare Owners’ Association as set forth in the Timeshare Documents, no Operating Contract shall be modified, extended, terminated or entered into, without the prior written approval of Agent, if any such modification, extension, termination or new agreement could have a material adverse impact on the operation of the Resorts or the Collateral.
Operating Contracts. Copies of all of the Operating Contracts, as they may have been modified, supplemented or amended along with a list of all Operating Contracts certified by Seller (the "CERTIFICATION OF OPERATING CONTRACTS").
Operating Contracts. The contracts, agreements and arrangements comprising those agreements or arrangements relating to the operation of the Resorts, including without limitation, with respect to utilities, maintenance, management, services, marketing and sales under which the fees to be paid equal or exceed $50,000.00 (collectively, all such agreements and arrangements are referred to herein as the “Operating Contracts”) are unmodified and in full force and effect and shall remain free and clear of any lien.
Operating Contracts. If any material default shall occur by Borrower under material agreements or arrangements relating to the use, operation, maintenance, service or enjoyment of a Timeshare Project, including with respect to management, marketing and sales, in any material adverse manner with respect to the Lender’s Collateral or the ability of the Borrower to Perform its Obligations.
Operating Contracts. Borrower has entered into the contracts, agreements, and arrangements necessary for the operation of the Resorts, including but not limited to those with respect to utilities, maintenance, management, services, marketing and sales (hereinbelow defined as "Operating Contracts").
Operating Contracts. All other operating contracts and agreements relating to the business or operations of the Stations, all material such contracts as of the date of the Heritage Agreement being listed on Schedule 2.1.9 (including, without limitation, any LMA, all employment agreements and talent contracts, all leases and subleases relating to the Leased Property, all agreements relating to any motor vehicles, and all national and local advertising representation agreements for the Stations), together with all contracts and agreements that are entered into between the date of the Heritage Agreement and the Closing Date in accordance with the terms of this Agreement (collectively, the "Operating Contracts" and together with the Program Contracts, Trade-out Agreements, Time Sales Agreements and the Network Agreements, the "Station Contracts").
Operating Contracts. Borrower, Silverleaf Club, or the applicable Timeshare Owners’ Association has entered into the contracts, agreements, and arrangements necessary for the operation of the Resorts, including but not limited to those with respect to utilities, maintenance, management, services, marketing and sales.
Operating Contracts. Seller acknowledges and agrees that New Operator has advised Seller that it is not assuming any vendor, service and other agreements to which Seller is a party relating to the Facility except for those assumed contracts listed on SCHEDULE B. New Operator shall advise Seller in writing no later than ten (10) business days prior to the Effective Date of the contracts it intends to assume for purposes of preparing the attached SCHEDULE B. Seller shall transfer and assign to New Operator all of Seller's interest in, and New Operator shall assume the obligations of Seller that accrue after the Effective Date under and agree to perform and be bound by all of the terms and conditions and all of the contracts with third parties for the sale, lease or provision of goods, services or equipment in connection with the operation of the Facility listed on SCHEDULE B (collectively, the "ASSUMED LIABILITIES"). Such assignment and assumption shall be evidenced by an Assignment and Assumption Agreement to be executed by Seller and New Operator on the Effective Date. Seller will notify all existing vendors providing goods, services or equipment to the Facility under the existing contracts not assumed by Purchaser (the "DECLINED CONTRACTS") of the change in the operation of the Facility evidenced by this Agreement and as to any vendors under any Declined Contracts the requirement to enter into new agreements with the New Operator if they desire to continue to provide goods, services and equipment to the Facility. Seller shall have no liability to New Operator for any damages incurred by New Operator as a result of its failure or inability to obtain any consent or waiver necessary to assume any contract. In the event at the time of the execution of this Agreement, SCHEDULE B is not attached hereto, Seller and Purchaser agree that the provisions of this Section 19 shall be effective and binding upon Seller and Purchaser provided that SCHEDULE B is delivered and accepted by Purchaser and Seller and attached hereto on or before ten (10) days prior to the Effective Date.
Operating Contracts. Except as disclosed in Schedule 3.16, and except with respect to (i) Contracts that have been fully performed as of the date hereof and have no further force or effect, (ii) Contracts that can be terminated on sixty (60) days or less notice, (iii) Contracts that have associated payments of less than $5,000 per year, and (iv) the Contracts that are mortgages (the "Mortgages") and tenant leases (the "Tenant Leases") and vacant land Real Estate properties set forth on Schedule 3.22, the Company is not a party to any oral or written Contract. All of the Contracts listed on Schedule 3.16 hereto are referred to in this Agreement as the "Operating Contracts ." All of the Operating Contracts, Mortgages and Tenant Leases were made in the Ordinary Course of Business, and, to the Knowledge of the Company, are valid, binding and currently in full force and effect. Except as set forth on Schedule 3.16, the Company is not in default under any of the Operating Contracts, Mortgages or Tenant Leases, and, to the Knowledge of the Company, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default by the Company or give rise to a right of termination or cancellation by another party under any of the Operating Contracts, the Mortgages or Tenant Leases, or cause the acceleration of any Liability of the Company, or result in the creation of any Encumbrance upon any of the properties or assets of the Company. To the Knowledge of the Company, no other party is in default under any of the Operating Contracts, Mortgages or Tenant Leases. Except as described on Schedule 3.16 hereto, none of the Operating Contracts, Mortgages or Tenant Leases have been canceled, terminated, amended or modified. Except as provided in Schedule 3.4 hereto, the consummation of the Transactions will not require the consent or approval of any Person under any of the Operating Contracts, Mortgages or Tenant Leases.
Operating Contracts. Set forth in Exhibit 6.06(f) is a true and correct list of all supply, licensing and operating contracts, equipment leases, contracts with affiliates of Seller, the Corporation or the Partnership, transfer agreements, contracts for or other evidences of indebtedness (other than indebtedness to be discharged or released at Closing), security agreements and other contracts and agreements, including without limitation, all provider agreements with any third party payors and consulting and service contracts to which Seller, the Corporation or the Partnership is a party in connection with the operations at the Hospital (the "Operating Contracts"). Seller has provided Purchaser with a true and correct copy of each of the Operating Contracts. Each of the Operating Contracts is in full force and effect and none of the Operating Contracts has been modified or amended except as set forth in Exhibit 6.06(f). None of Seller, the Corporation or the Partnership, as applicable, is in default of any of its obligations under the Operating Contracts nor is Seller aware of any default or any action or omission which, with the passage of time or the giving of notice or both, would constitute a default under the Operating Contracts by any other party thereto. Purchaser acknowledges and agrees that Seller shall not be in default of its obligations under this Paragraph 6.24 in the event Exhibit 6.06(f) fails to list or Seller fails to provide to Purchaser any Operating Contracts where the payments remaining due thereunder are less than $25,000.
