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 Resort or the Collateral.
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. 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. 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. 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. Schedule 4.2.9(a) sets forth all of the Operating Contracts of the type described below (the "Material Contracts") that Seller, after using commercially reasonable efforts, has been able to gather for Buyer's review. No Operating Contract described in (i) below will be entered into after the date of this Agreement and no Operating Contract described in (ii) - (ix) will be entered into after the date of this Agreement other than in the ordinary course of business:
(i) an agreement containing a non-compete agreement or other non-compete covenant that in either case would by its terms limit the freedom of Buyer following the Closing to compete in any respect with respect to the Business with any third party;
(ii) an agreement granting an Encumbrance on Property other than Fee Realty;
(iii) an agreement for the sale of any material Transferred Assets or grant of any preferential rights to purchase any material Transferred Assets;
(iv) a land development agreement or other similar construction agreement;
(v) a lease of real property;
(vi) an agreement with respect to 911 services or E911 services;
(vii) an agreement between Seller and a third party for the construction of mutual transmission facilities between various switching points included in the Exchanges;
(viii) an agreement that relates to arrangements and commitments between Seller and a third party for the third party's location of equipment in facilities included in the Transferred Assets except to the extent set forth in a separate interconnection agreement; or
(ix) an agreement other than as set forth above with respect to which the aggregate amount to be received or paid thereunder attributable to the Exchanges with respect to calendar year 1999 or any subsequent calendar year is expected to exceed $50,000 based on the terms of such agreement or on the payments which have been made under such agreement with respect to calendar year 1998, to the extent applicable. Schedule 4.2.9(b) identifies (i) each interconnection agreement between Seller and a third party or an Affiliate of Seller that is applicable to the Exchanges, (ii) each agreement that relates to arrangements and commitments between Seller and an Affiliate of Seller for such Affiliate's co- location of equipment in facilities included in the Transferred Assets that Seller, using commercially reasonable efforts, has been able to identify, and (iii) each Exchange where a third party has physically co-located equipment or, to Seller's Knowled...
Operating Contracts. The Operating Contracts set forth on Schedule 4.1(g) hereto include all Contracts, commitments, leases, licenses and all other agreements, including franchise agreements and area franchise development agreements which relate to, arise from or are used or are necessary for the operation of the Business. All of the Operating Contracts are valid, binding in all material respects and currently in full force and effect, and the performance by the parties thereto will not, individually or in the aggregate, have a Material Adverse Effect upon MFM, the Business or BAB's operation of the Business. Neither MFM nor the Shareholders has been notified of and none of them knows of any default in any material respect under any of the Operating Contracts, and to their Knowledge, no event has occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of an obligation of MFM or result in the creation of any Encumbrance whatsoever upon any of the Assets, except as disclosed in writing to BAB by MFM and the Shareholders prior to the Effective Time. To the Knowledge MFM and the Shareholders, no other party is in default under any of the Operating Contracts, nor has any event occurred which, through the passage of time or the giving of notice, or both, would constitute a default or give rise to a right of termination or cancellation under any of the Operating Contracts, or cause the acceleration of any obligation owed to or by MFM. Except as described on Schedule 4.1(g) hereto, none of the Operating Contracts have been canceled, terminated, amended or modified and, to the Knowledge of MFM and the Shareholders, all parties to such Operating Contracts are in all material respects in compliance therewith. Except as provided in Schedule 6.3 hereto, all of the Operating Contracts are assignable to and assumable by the Survivor without giving advance notice to or receiving the consent or approval of any Person and any such required notices, consents and approvals, if any, as are required shall be given or obtained by MFM or the Shareholders prior to the Closing.
Operating Contracts. Except for changes as may be consented to in advance by Lender, the Operating Contracts shall remain in full force and effect and Borrower shall take or cause to be taken, actions to prevent defaults thereunder; provided, however, such Operating Contracts may be amended or terminated without Lender consent so long as any such amendment or termination would not result in a Material Adverse Change, provided, however, that any termination of the Operating Contract dealing with management shall be replaced with a customary management agreement with a Timeshare Manager with substantial experience and expertise in the hospitality industry and with respect to timeshare operations of a type and quality which is substantially similar to the Timeshare Project, which Person shall be reasonably acceptable to Lender.
