Operation Before Closing. From the date hereof until Closing, the Vendor shall operate the Property in accordance with its current management practices applicable to the Property.
Operation Before Closing.
(a) In the case of each Property, during the Agreement Period, the City shall be entitled to continue to operate (or cause the operation of) such Property in the ordinary course of business as a prudent owner, subject to the rights of any other Person pursuant to the Operating Agreements for such Property and recognizing the seasonal and interim/periodic nature of the Properties as well as the limitations arising in connection with the COVID-19 pandemic.
(b) Notwithstanding Section 4.7(a), in the case of each Property, during the Agreement Period, the City shall not be entitled to enter into any new agreements or commitments of any kind or nature with respect to any Property (including without limitation, any new Event Bookings, Property Leases, Encumbrances that are agreements or other Operating Agreements) or amend, release, terminate or otherwise alter any existing Event Bookings, Property Leases, Encumbrances that are agreements or other Operating Agreements (any such new agreements or commitments or amendments, releases, terminations or other alterations, “Property Arrangements”) (save as permitted or required herein) except as follows:
(i) in the case of any Property Arrangements not relating to or for the operation of a Property in the ordinary course of business, with the consent of HUPEG or the applicable HUPEG Entity, which consent may be granted or withheld in HUPEG’s, or the applicable HUPEG Entity’s, sole and unfettered discretion; and
(ii) in the case of any Property Arrangements relating to or for the operation of a Property in the ordinary course of business, with the consent of HUPEG or the applicable HUPEG Entity, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, notwithstanding the foregoing, no consent from HUPEG and/or the applicable HUPEG Entity will be required for or in respect of any Property Arrangements that: (A) are necessary for the purposes of safety; (B) are entered into by an agent on behalf of the City pursuant to an authority that was delegated or granted prior to the Execution Date (including pursuant to any Management Agreement) and which authority has been disclosed to HUPEG in the Property Information; (C) the City is bound to enter into pursuant to the terms of any existing Property Arrangements (provided the same are terminable on thirty (30) days’ notice or less; (D) that are entered into by Xxxxxx’s on behalf of the City, whether or not within the scope of its authority; or ...
Operation Before Closing. From the date hereof until Closing, the Vendor shall insure, repair, and maintain the Property in accordance with the management practices of a reasonably prudent owner of lands and buildings of a similar quality, type and size as the Property in British Columbia.
Operation Before Closing. 6.1.1 From the Execution Date until Closing, except (A) as otherwise expressly required or permitted by this Agreement, (B) as required by Law, (C) with the prior written consent of the Purchaser such consent not to be unreasonably withheld, conditioned, or delayed), Vendors: DOCPROPERTY "DocsID" \* MERGEFORMAT LEGAL_1:76122024.17 …/
(i) shall operate, manage, maintain and insure the Purchased Assets substantially in the same manner as operated, managed, maintained and insured as of the Execution Date and consistent with past practices, and, for the avoidance of doubt, Vendors shall not dispose of any material assets forming the Purchased Assets (other than Inventory);
(ii) shall not enter into any transaction or refrain from doing any action which would constitute a breach of any representation, warranty, covenant or other obligation of Vendors contained herein; and
(iii) shall not enter into any material supply arrangements relating to the Operations or make any material decisions or enter into any material Contracts with respect to the Operations.
6.1.2 From November 1, 2022 until Closing or until this Agreement is terminated in accordance with ARTICLE 8, Purchaser shall reimburse Vendors within five (5) Business Days an amount equal to $15,000 per week in connection with the expenses and costs incurred by Vendors to operate, manage, maintain and insure the Purchased Assets during such period.
6.1.3 Between the Execution Time and Closing, the Vendors:
(i) shall permit the Purchaser and its representatives to have reasonable access during normal business hours and upon reasonable advance notice to the Vendors to (A) the Purchaser Assets (including, for greater certainty, the Real Property), and (B) the Employees who are listed in Schedule 6.2.
(ii) shall cooperate and assist, to the extent reasonably requested by the Purchaser, with the Purchaser’s investigation of the Operations and the Purchased Assets. Notwithstanding the foregoing, the Purchaser’s rights of access shall be exercised in a manner that does not unreasonably interfere with the Operations of the Vendors.
Operation Before Closing. During the Interim Period, the Vendor shall operate the Property in accordance with sound business and management practices as would a prudent owner of comparable properties and will carry out all routine day to day repairs and maintenance thereof as would a prudent owner of similar property.
Operation Before Closing. From the date hereof until Closing, Smart shall continue to operate, maintain and insure the Lands in the ordinary course of business having regard to the Lands’ size and location, in accordance with past practice, and shall carry out routine day-to-day repairs and maintenance.
Operation Before Closing. From the date hereof until Closing, the Vendor shall operate the Property in accordance with sound business and management practices as would a prudent owner of comparable properties. Without limiting the generality of the foregoing, the Vendor covenants and agrees that as and from the Due Diligence Date, no capital improvements shall be made to the Property, or the Industrial Building, (but excluding any capital improvements required to address or avert an emergency or perceived emergency) without in each case the prior written consent of the Purchaser, which consent may be withheld within the Purchaser's discretion. Without limiting the foregoing the Vendor shall undertake at its sole cost the replacement of the roofing system on the Industrial Building and shall proceed with all due diligence and dispatch to complete such roof replacement, all in a good and workmanlike manner in compliance with all applicable laws, as confirmed by the Vendor's roofing contractor. If the Vendor's roofing contractor confirms that the foregoing roof replacement has been completed by the Due Diligence Date, the Vendor shall have satisfied its foregoing obligation to complete the roof replacement. If the Vendor's roofing contractor does not confirm that the roof replacement has been completed by the Due Diligence Date, any determination thereafter as to whether the roof replacement has been completed shall be made jointly by the Vendor's roofing contractor and the Purchaser's consulting engineer or similarly qualified expert (the "Engineer"), both acting reasonably. In the event that such roofing system has not been replaced on or before the Closing Date, as determined by the Vendor's roofing contractor and the Engineer, both acting reasonably, the Vendor shall provide to the Purchaser on Closing the Vendor's undertaking to complete such roof replacement as set out above on or before that date which is no later than sixty (60) days next following the Closing Date, subject to force majeure, and in such event the Purchaser shall be entitled to deduct from the Purchase Price and to place in trust with the Purchaser's Solicitors a holdback (the "Holdback") in an amount equal to that amount which in the reasonable opinion of the Engineer (as set out in a certificate) as agreed to by the Vendor's roofing contractor, acting reasonably, to be addressed to the Purchaser and Vendor and delivered to the Vendor on or before Closing (the "Engineer's Certificate") represents the reasonabl...
Operation Before Closing. From the date hereof until Closing, the Seller shall cause the Hotel Assets and the Hotel Business to be operated as at present.
Operation Before Closing. From the date hereof until Closing, the Sellers shall continue to insure, repair, operate and maintain the Owned Lands in accordance with the current management practices of the Sellers. From the Execution Date until the Due Diligence Date, the Sellers covenant and agree to forward all New Leases and New Contracts to the Buyer for its review (together with such supporting information as is then in the Sellers’ possession or control) but same shall not be subject to the Buyer’s prior written consent. During the Interim Period, all New Leases and New Contracts shall be subject to the prior written approval of the Buyer, which may be arbitrarily withheld and which shall be deemed not to have been given unless within five (5) Business Days immediately following the delivery to the Buyer of the Sellers’ request for the Buyer's approval, the Sellers receive written notice from the Buyer that the Buyer grants its approval. Notwithstanding anything to the contrary contained herein, the Sellers shall not be precluded from receiving a validly exercised option to extend or renew, provided it advises the Buyer forthwith with respect to same and provided that it does not agree to any reduced rent amount in respect of the extension/renewal term without the prior written consent of the Buyer, which consent shall not be unreasonably withheld.
Operation Before Closing. From the Execution Date until the Third Condition Date, the Vendor shall operate and maintain the Lands in accordance with its usual business and management practices as would a prudent owner and from and after the Third Condition Date until the Closing Date, the Vendor shall carry out construction of the Complex in a diligent manner as would a prudent developer.
