Common use of Operation of Property Prior to Closing Clause in Contracts

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. 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 caliber 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 have 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 keep internally for its own use. The Seller agrees agree that it they 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. Between The Seller covenants and agrees with the Purchaser that, to the extent it is legally entitled to do so, between the date of this Agreement and the Closing Datedate of Closing: (a) Subject to the restrictions contained herein, the Seller shall instruct the Manager to operate and maintain the Property in compliance with all laws and in substantially the same manner in which Seller it operated and maintained the Property prior to the execution of this Agreement, so as to keep Agreement and with the operations of other similarly situated hospitality properties of similar size and quality. Seller shall cause the Property to be maintained in good its present order and condition, reasonable normal wear and tear excepted, so that the Property shall, except for normal wear and so tear, be in substantially the same condition on the Closing Date as on the Effective Date. (b) The Seller shall instruct the Manager to maintain its books of account and records in the existing calibre usual, regular and ordinary manner, in accordance with accounting principles and applied on a basis, both consistent with that used in keeping its books in prior years. (c) The Seller shall instruct the Manager to pay (subject to legal rights of the Hotel operations conducted at appeal and protest) prior to delinquency all ad valorem, occupancy and sales taxes due and payable with respect to the Property and or the reasonable good will of the tenants, the Hotel guests, the employees and other customers operation of the Hotel. . (d) The Seller shall instruct the Manager to 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 it did prior to the execution of this Agreement. All ; and 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 purposes in accordance the ordinary course of business consistent with Seller's published rate schedulespast practices. From and after The Seller acknowledges that the execution and delivery Purchase Price includes the transfer of this Agreement, the Advance Bookings. (e) The Seller shall not (i) make enter into any employment agreements with any Hotel employee which shall would be binding upon on the Purchaser with respect to the Property. (f) The Seller shall promptly advise the Purchaser of any litigation, arbitration or administrative hearing concerning the Property of which the Seller obtains knowledge. (iig) reduce The Seller shall instruct the Manager to 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 the Seller other that in the normal course of business without the prior written consent of the Purchaser, 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. (h) The Seller shall cause Manager to keep the Inventory adequately stocked, consistent with the standards for hotel properties of similar size, quality and location as the Hotel and as otherwise set forth in the License Agreement, as if the sale of the Hotel were not to occur. (i) Seller will not take or cause to be reduced taken any room rents action or fail to perform any other charges over obligation which Seller has operational control. Between would cause any of the date hereof and representations or warranties contained in this Agreement to be untrue as of the Closing Date, the . Seller shall deliver promptly notify Purchaser, in writing, of any event or condition known to the Purchaser monthly reports (or for the partial monthly period up Seller which occurs prior to the Closing Date) showing Date hereunder, which causes a change in the income and expenses facts relating to, or the truth of, any 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 Daterepresentations or warranties.

Operation of Property Prior to Closing. Between 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 Dateand subject to the terms of the Management Agreement: (a) Subject to the restrictions contained herein, as well as seasonal differences and events or conditions beyond Seller’s control, Seller shall cause Manager to operate the Property in compliance with all laws and in substantially the same manner in which Seller it operated the Property prior to the execution of this Agreement; provided, so as however, nothing in this Agreement shall be construed to keep require Seller to make any capital repairs or improvements other than repairs in the ordinary course of business. (b) Seller shall pay (subject to legal rights of appeal and protest) prior to delinquency all ad valorem, occupancy and sales taxes due and payable with respect to the Property in good condition, reasonable wear and tear excepted, and so as to maintain or 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 operation of the Hotel. The . (c) Subject to seasonal differences, market conditions and events or conditions beyond Seller’s reasonable control, Seller shall cause Manager to 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 it did prior to the execution of this Agreement. All ; and 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 or Manager for such purposespurposes 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, and in accordance with Seller's published rate schedules. From and after arbitration or administrative hearing concerning the execution and delivery Property of this Agreement, the which Seller obtains actual knowledge. (e) Seller shall not (i) make remove or cause or permit to be removed any agreements 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 binding upon the Purchaser with respect subject 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 DateApproval Standard.

Operation of Property Prior to Closing. Between the date of this -------------------------------------- Agreement and the Closing Date, Seller Contributor shall operate the Property in compliance with all laws and in the same manner in which Seller Contributor 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 caliber 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 Contributor 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 Contributor 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 Contributor for such purposes, and in accordance with SellerContributor's published rate schedules. From and after the execution and delivery of this Agreement, the Seller Contributor shall not (i) make any agreements which shall be binding upon the Purchaser Acquiror with respect to the Property, or (ii) reduce or cause to be reduced any room rents or any other charges over which Seller Contributor has operational control. Between the date hereof and the Closing Date, the Seller Contributor shall deliver to the Purchaser Acquiror 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 Contributor customarily keeps internally for its own use. The Seller Contributor 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. 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 Hotels' operations conducted at the Property and the reasonable good will of the tenants, the Hotel Hotels' guests, the employees and other customers of the HotelHotels. 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 Hotels 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 Hotels in accordance with the provisions of this section between the date hereof and the Closing Date.

Operation of Property Prior to Closing. Between the date of this -------------------------------------- Agreement and the Closing Date, Seller shall operate the Property in substantial compliance with all material 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 caliber 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 reasonable 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. Between the date of this Agreement and the Closing Date, Seller Sellers shall operate the Property in compliance with all laws and in the same manner in which Seller Sellers 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 caliber 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 Sellers 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 Sellers 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 Sellers for such purposes, and in accordance with SellerSellers's published rate schedules. From and after the execution and delivery of this Agreement, the Seller Sellers 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 Sellers have operational control. Between the date hereof and the Closing Date, the Seller Sellers 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 Sellers customarily keeps keep internally for its own use. The Seller agrees Sellers agree that it they will operate the Property and the Hotel in accordance with the provisions of this section between the date hereof and the Closing Date.