Operation of Property Prior to Closing. Between the date of this Agreement and the Closing Date, Seller shall operate the Property in compliance with all laws and in the same manner in which Seller operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted, and so as to maintain the existing calibre of the Hotel operations conducted at the Property and the reasonable good will of the tenants, the Hotel guests, the employees and other customers of the Hotel. The Seller shall continue to use its best efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Seller did prior to the execution of this Agreement. All advance room bookings and reservations and all meetings and function bookings shall be booked at rates, prices and charges heretofore customarily charged by the Seller for such purposes, and in accordance with Seller's published rate schedules. From and after the execution and delivery of this Agreement, the Seller shall not (i) make any agreements which shall be binding upon the Purchaser with respect to the Property, or (ii) reduce or cause to be reduced any room rents or any other charges over which Seller has operational control. Between the date hereof and the Closing Date, the Seller shall deliver to the Purchaser monthly reports (or for the partial monthly period up to the Closing Date) showing the income and expenses of the Hotel and all departments thereof, together with such periodic information with respect to room reservations and other bookings, as the Seller customarily keeps internally for its own use. The Seller agrees that it will operate the Property and the Hotel in accordance with the provisions of this section between the date hereof and the Closing Date.
Operation of Property Prior to Closing. Crow covenants and agrees -------------------------------------- with Patriot that, between the date of this Agreement (or such other date as specified below) and the date of Closing:
(a) Subject to the restrictions contained herein, Crow shall operate the Property in the same manner in which Crow operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear and damage by casualty and condemnation excepted, and so as to maintain the existing caliber of the Hotel operations conducted at the Property and the reasonable good will of all tenants of the Property and all employees, guests and other customers of the Hotel.
(b) Crow shall maintain its books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years.
(c) Crow shall maintain in full force and effect all Insurance Policies.
(d) Crow shall use and operate the Property in compliance in all material respects with Applicable Laws and the requirements of any mortgage, lease, Occupancy Agreement, Operating Agreement and Insurance Policy affecting the Property.
(e) Crow shall cause to be paid prior to delinquency all ad valorem, occupancy and sales taxes due and payable with respect to the Property or the operation of the Hotel, unless same is being contested in accordance with Applicable Laws.
(f) Crow shall not diminish the quality or quantity of maintenance and upkeep services heretofore provided to the Real Property and the Tangible Personal Property and Crow shall not permit the Tangible Personal Property to be diminished other than as a result of the ordinary and necessary operation of the Hotel by Crow.
(g) Crow shall not remove or cause or permit to be removed any part or portion of the Real Property or the Tangible Personal Property without the express written consent of Patriot unless the same is replaced, prior to Closing, with similar items of at least equal suitability, quality and value, free and clear of any liens or security interests or unless such item is no longer useful in the operation of the Hotel. Without limiting the foregoing, Crow shall ensure that the Property contains not less than:
(i) a sufficient amount of kitchen equipment, bar equipment, refrigeration equipment, paper goods and other such personal property to efficiently operate each of the restaurants, bars and lou...
Operation of Property Prior to Closing. A. After the date hereof, no Owner shall cause any Company it controls to modify, extend, renew, cancel or terminate any lease, or enter into any proposed lease or amendment which is not terminable as of Closing without Xxxxx’ consent; provided however, without Xxxxx’ consent, any Owner may cause any Company it controls to enter into short term or temporary leases or licenses for a term not to exceed sixty (60) days that do not provide for payment by the landlord or licensor thereunder of any allowances or tenant inducements of any nature if Xxxxx would incur any cost with respect thereto. If an Owner seeks in writing Xxxxx’ consent for any such action, Xxxxx shall respond in writing to such Owner (therein giving consent or specifying the precise nature of Xxxxx’ objection to the action) within five (5) business days of receipt of such Owner’s request. Such Owner’s request shall include a copy of the proposed new lease or amendment and a statement of the estimated Tenant Inducement Costs and Leasing Commissions (each as hereinafter defined). Notwithstanding the foregoing, Xxxxx may withhold its consent to a modification, extension, renewal, cancellation or termination of any Lease, or any proposed Lease or amendment in its sole and absolute discretion and Xxxxx’ failure to respond shall not be deemed a consent to the action requested by such Owner.
B. From the date hereof until the Closing or earlier termination of this Agreement, no Owner shall cause any Company it controls to remove (or direct the removal of) any item of Tangible Personal Property except as may be required for repair or replacement, or to retire obsolete property or use of supplies in the ordinary course of business.
C. After the date hereof, no Owner shall cause any Company it controls to enter into any new agreement (including any agreement or change order with respect to the construction at the Younkers Real Property), or amend any Service Contract, Construction Contract or REA Document, to the extent such agreement or amendment would be binding upon the Surviving Companies after Closing without Xxxxx’ consent; provided, however, that any Owner may, without Xxxxx’ consent, cause any Company it controls to enter into any new agreement or amend any Service Contract, if such agreement or amendment shall terminate as of or prior to Closing. If an Owner seeks in writing Xxxxx’ consent for any such action, Xxxxx shall respond in writing to such Owner (therein giving consent or specifying th...
Operation of Property Prior to Closing. Xxxxxxxx and Xxxxxxxx OP represent, warrant, covenant and agree with Brandywine OP that, between the date of this Agreement and the date of Closing:
(a) Subject to the restrictions contained herein, Xxxxxxxx shall operate the Property in the same manner in which Xxxxxxxx operated the Property prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted.
(b) Xxxxxxxx shall maintain its books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years.
(c) Xxxxxxxx shall maintain in full force and effect all Insurance Policies.
(d) Xxxxxxxx shall punctually perform and discharge all obligations and undertakings of Xxxxxxxx under the Architect's Agreement and shall not permit a default by Xxxxxxxx to occur thereunder.
(e) Xxxxxxxx shall use and operate the Property in compliance with Applicable Laws and the requirements of any Insurance Policy affecting the Property.
(f) Xxxxxxxx shall cause to be paid prior to delinquency all ad valorem and other taxes due and payable with respect to the Property or its operation.
(g) Without the express prior written consent of Brandywine OP, Xxxxxxxx shall not enter into leases of any kind or nature affecting the Property.
(h) Xxxxxxxx shall cause all debts and liabilities for labor, materials, services and equipment incurred in the construction, operation and development of the Property, including leasehold improvements, to be promptly paid; provided, all such costs incurred as of the Approved Cost Date shall be deemed Total Project Costs comprising a portion of the Purchase Price. Any costs that are incurred or requested for inclusion as Total Project Costs after the Approved Cost Date, shall only be included as Total Project Costs to the extent such expenditures are approved by Brandywine OP, which approval shall not be unreasonably withheld, conditioned or delayed and shall be deemed granted if Brandywine OP does not respond to such request in three (3) business days, following the written submission from Xxxxxxxx for inclusion of such costs (the "Approved Total Project Costs").
(i) Neither Xxxxxxxx nor Xxxxxxxx' managing agent shall (1) make any agreements which shall be binding upon Brandywine OP with respect to the Property, or (2) reduce, or cause to be reduced any rents or any other revenues over which Xxxxxxxx has op...
Operation of Property Prior to Closing. Seller covenants and agrees with Purchaser that, to the extent it is legally entitled to do so, between the date of this Agreement and the date of Closing:
(a) Subject to the restrictions contained herein, as well as seasonal differences and events or conditions beyond Seller’s reasonable control, Seller shall operate and maintain the Property in substantially the same manner in which it operated and maintained the Property prior to the execution of this Agreement (including performing maintenance and repairs for the Property and Hotel in the ordinary course of business and with Inventory at substantially the same quality and level); provided, however, nothing in this Agreement shall be construed to require Seller to make any capital repairs or improvements.
(b) Seller shall pay (subject to legal rights of appeal and protest) prior to delinquency all ad valorem, other real property, occupancy, personal property, intangible and sales taxes due and payable with respect to the Property or the operation of the Hotel.
(c) Subject to seasonal differences, market conditions and events or conditions beyond Seller’s reasonable control, Seller shall (and shall cause Manager to) continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as it did prior to the execution of this Agreement; and all advance room bookings and reservations and all meetings and function bookings shall be booked at rates, prices and charges charged by Seller for such purposes in the ordinary course of business consistent with past practices. Seller acknowledges that the Purchase Price includes the transfer of Advance Bookings and any payments and/or deposits made pursuant to such Advance Bookings. ▪ (d) Seller shall promptly advise Purchaser of any litigation, arbitration or administrative hearing concerning the Property of which Seller obtains actual knowledge. ▪ (e) Seller shall refrain from removing or causing or permitting to be removed any material part or portion of the Real Property or the Tangible Personal Property owned by Seller other than in the normal course of business without the prior written consent of Purchaser, which consent shall be subject to the Approval Standard, unless the same is no longer needed or useful or the same is replaced, prior to Closing, with similar items of at least equal suitability, quality and value, free and clear of any liens or security interests.
Operation of Property Prior to Closing. Contributor covenants and agrees with the Partnership that, between the date of this Agreement and the date of Closing:
(a) Subject to the restrictions contained herein, to the extent Contributor has the right to do so under the Marriott Lease, Contributor shall use commercially reasonable efforts to cause Marriott to cause the Property to be operated in the ordinary course of business and in the same manner in which the Property was operated prior to the execution of this Agreement, so as to keep the Property in good condition, reasonable wear and tear excepted, so as to maintain consistent inventory levels, so as to maintain the existing caliber of the Hotel operations conducted at the Property and so as to maintain the reasonable good will of all tenants of the Property and all employees, guests and other customers of the Hotel. Ashford Hospitality Limited Partnership/Marriott Crystal City Gateway Agreement of Purchase and Sale
(b) Contributor shall maintain its books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years.
(c) Contributor shall maintain in full force and effect all Insurance Policies.
(d) Contributor shall maintain in full force and effect, and not cause or permit a default by Contributor under (with or without the giving of any required notice and/or lapse of time), the Marriott Lease.
(e) Contributor shall use and operate the Property in compliance with Applicable Laws and the requirements of the Marriott Lease, the Existing Lien, and any other lease, Occupancy Agreement, Operating Agreement and Insurance Policy affecting the Property.
Operation of Property Prior to Closing. Except to the extent expressly provided by the terms of this Agreement, and except as expressly consented to by Purchaser in writing (which consent will not be unreasonably withheld), the Seller agrees that, prior to Closing:
(a) Except as otherwise set forth in this Agreement, neither Seller nor its agents or representatives shall enter into any lease pertaining to any portion of the Property;
(b) neither the Seller nor its agents or representatives shall enter into any contracts or other agreements, whether oral or written, pertaining to any portion of the Property nor shall Seller sell mortgage, encumber, pledge, release or otherwise alienate any of its right, title or interest in the Property;
(c) neither Seller nor its agents or representatives shall permit any grading or excavations of the Property, or any removal of trees therefrom nor shall they construct any building improvements thereon during the term of this Agreement;
(d) Seller shall cause the Property to be maintained in its present condition in compliance with applicable laws, ordinary wear and tear excepted; and
(e) except as otherwise contemplated hereunder, neither Seller nor its agents or representatives shall perform any act or fail to perform any act not in the ordinary course of business as conducted on the Property as of the date hereof.
Operation of Property Prior to Closing. Until the Closing Date, Seller shall continue to maintain the Property in accordance with its past standards.
Operation of Property Prior to Closing. Notwithstanding anything to the contrary contained herein:
A. Prior to the expiration of the Review Period, Seller may modify, extend, renew, cancel or terminate any Lease or Service Contract, and may enter into any new lease or service contract without prior notice to, or consent of, Purchaser; provided, however, Seller shall promptly notify Purchaser after Seller’s execution of any such document. After expiration of the Review Period, Seller may not modify, extend, renew, cancel or terminate any Lease or Service Contract, or enter into any proposed lease or service contract which is not terminable as of Closing without Purchaser’s consent. Should Seller seek in writing Purchaser’s consent for any such action, Purchaser shall respond in writing to Seller (therein giving consent or specifying the precise nature of Purchaser’s objection to the action) within five (5) Business Days of receipt of Seller’s request. If Purchaser does not respond within said five (5) Business Day period, Purchaser shall be deemed conclusively to have consented to the action requested by Seller.
B. From the date hereof until the Closing or earlier termination of this Agreement, Seller shall not remove (or direct the removal of) any item of Tangible Personal Property except as may be required for repair or replacement or to retire obsolete property.
Operation of Property Prior to Closing. Prior to the Closing, Seller shall maintain and operate the Real Property as follows:
A) Seller, at its sole cost and expense, shall provide or cause to be provided all such services with respect to the Lease that are required to be provided by the Landlord under the Lease.
B) Seller will not make or permit to be made any material alteration to the Real Property or remove any material Personal Property therefrom (unless the Personal Property so removed is simultaneously replaced with new Personal Property of similar quality and utility).
C) Seller, at its sole cost and expense, will maintain and keep the Real Property in the same condition and repair as exists on the date of this Agreement, reasonable wear and tear excepted.
D) Seller shall not commit any act or omission which would cause any of the representations or warranties of Seller contained herein, to become inaccurate or any of the covenants of Seller herein to be breached.
E) Seller shall not amend, terminate, grant concessions, or enter into any contract that would be an obligation affecting the Property or be binding on Purchaser after Closing.
