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

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. 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 date of Closing: (a) Subject to the restrictions contained herein, as well as seasonal differences and events or conditions beyond Seller’s reasonable control, the Seller shall instruct the Manager to 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 improvementsAgreement. (b) The Seller shall instruct the Manager to maintain its books of account and records in the 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 appeal and protest) prior to delinquency all ad valorem, other real property, occupancy, personal property, intangible occupancy and sales taxes due and payable with respect to the Property or the operation of the Hotel. (cd) Subject to seasonal differences, market conditions and events or conditions beyond Seller’s reasonable control, The Seller shall (and shall cause instruct the Manager to) 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 the Seller for such purposes in the ordinary course of business consistent with past practices. The Seller acknowledges that the Purchase Price includes the transfer of Advance Bookings and Bookings. (e) The Seller shall not enter into any payments and/or deposits made pursuant employment agreements with any Hotel employee which would be binding on the Purchaser with respect to such Advance Bookings. ▪ the Property. (df) The Seller shall promptly advise the Purchaser of any litigation, arbitration or administrative hearing concerning the Property of which the Seller obtains actual knowledge. ▪ Knowledge. (eg) 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 than that in the normal course of business without the prior written consent of the 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, other than Permitted Exceptions. (h) The Seller shall cause Manager to keep the Inventory adequately stocked, consistent with the standards employed by the Seller prior to the execution of this Agreement.

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 and Operating Lessee’s reasonable control, Seller shall cause Operating Lessee to 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)Agreement; provided, however, nothing in this Agreement shall be construed to require Seller or Operating Lessee to make any capital repairs comply with Manager’s property improvement plan or improvementsproduct improvement plan (final or proposed). (b) Seller shall pay and cause Operating Lessee to pay (subject to legal rights of appeal and protest) prior to delinquency all ad valorem, other real property, occupancy, personal property, intangible occupancy 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 and Operating Lessee’s reasonable control, Seller shall (and shall cause Manager to) Operating Lessee 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 Seller’s Operating Lessee 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 and cause Operating Lessee 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 Seller or Operating Lessee other than in the normal course of business without the prior written consent of Purchaser, which consent shall be subject to the Approval 8665334v.12 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 or better suitability, quality and value, free and clear of any liens or security interests.

Operation of Property Prior to Closing. Seller covenants Sellers covenant and agrees agree 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 Sellers’ reasonable control, Seller Sellers 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 Agreement, and repairs for consistent with the Property and Hotel in the ordinary course of business and with Inventory at substantially the same quality and level)Management Agreement; provided, however, nothing in this Agreement shall be construed to require Sellers to construct capital improvements to the Property. Sellers shall use commercially reasonable efforts to cause Manager to comply with the terms of the Management Agreement. Seller shall use commercially reasonable efforts to make any capital repairs cause Manager or improvementsits liquor subsidiary, as applicable, to enter into with Purchaser (i) a Transition Services Agreement, in substantially the form of Exhibit O attached hereto and (ii) an interim beverage agreement on reasonably and customary terms so that alcoholic beverage service at the Property is uninterrupted until such time as Purchaser receives its liquor license for the Property. (b) Seller Sellers shall maintain their books of account and records in the usual, regular and ordinary manner, in accordance with generally accepted accounting principles and applied on a basis consistent with that used in keeping its books in prior years. (c) Sellers 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 referenced in Section 3.18 hereof. (d) Sellers shall not to enter into any new employment agreements with any Executive Employees that would be binding on Purchaser with respect to the Property or without the operation express written consent of a Purchaser Party, which consent shall be subject to the HotelApproval Standard. (ce) 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 Sellers shall promptly advise Purchaser of (i) any litigation, arbitration or administrative hearing concerning the Property of which Seller obtains Sellers obtain actual knowledge. ▪ , and (eii) Seller any violation (or alleged violation) of Applicable Law of which Sellers obtain actual knowledge. (f) Sellers 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 Sellers and situated within the Improvements 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. 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 date of Closing: (a) Subject to the restrictions contained herein, as well as seasonal differences and events or conditions beyond Seller’s reasonable control, the Seller shall instruct the Manager to 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 Agreement. Seller shall cause the Property to be maintained in its present order and Hotel condition, normal wear and tear and damage caused by casualty excepted, so that the Property shall, except for normal wear and tear, be 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 improvementscondition 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 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 appeal and protest) prior to delinquency all ad valorem, other real property, occupancy, personal property, intangible occupancy and sales taxes due and payable with respect to the Property or the operation of the Hotel. (cd) Subject to seasonal differences, market conditions and events or conditions beyond Seller’s reasonable control, The Seller shall (and shall cause instruct the Manager to) 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 the Seller for such purposes in the ordinary course of business consistent with past practices. The Seller acknowledges that the Purchase Price includes the transfer of Advance Bookings and Bookings. (e) The Seller shall not enter into any payments and/or deposits made pursuant employment agreements with any Hotel employee which would be binding on the Purchaser with respect to such Advance Bookings. ▪ the Property. (df) The Seller shall promptly advise the Purchaser of any litigation, arbitration or administrative hearing concerning the Property of which the Seller obtains actual knowledge. ▪ has received written notice. (eg) 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 than that in the normal course of business without the prior written consent of the 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. (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.

Operation of Property Prior to Closing. 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 date of Closing: (a) Subject to the restrictions contained herein, as well as seasonal differences and events or conditions beyond Seller’s reasonable control, the Seller shall and shall instruct the Manager to 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 with the operations of other similarly situated hospitality properties of similar size and quality. Seller shall cause the Property to be maintained substantially in its present order and Hotel condition, normal wear and tear excepted, so that the Property shall, except for normal wear and tear, be 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 improvementscondition on the Closing Date as on the Effective Date. (b) The Seller shall and shall instruct the Manager to maintain its books of account and records in the 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 and shall instruct the Manager to pay (subject to legal rights of appeal and protest) prior to delinquency all ad valorem, other real property, occupancy, personal property, intangible occupancy and sales taxes and other applicable taxes due and payable with respect to the Property or the operation of the Hotel. (cd) Subject to seasonal differences, market conditions and events or conditions beyond Seller’s reasonable control, The Seller shall (and shall cause instruct the Manager to) 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 the Seller for such purposes in the ordinary course of business consistent with past practices. The Seller acknowledges that the Purchase Price includes the transfer of Advance Bookings and Bookings. (e) The Seller shall not enter into any payments and/or deposits made pursuant employment agreements with any Hotel employee which would be binding on the Purchaser with respect to such Advance Bookings. ▪ the Property. (df) The Seller shall promptly advise the Purchaser of any litigation, arbitration or administrative hearing concerning the Property of which the Seller obtains actual knowledge. ▪ . (eg) The Seller shall and 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 than that in the normal course of business without the prior written consent of the 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. (h) 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 (including 2.5 PAR of linen on site), as if the sale of the Hotel were not to occur. The cost of any deficiencies identifies will be credited to the Purchase Price. (i) Seller will not take or cause to be taken any action or fail to perform any obligation which would cause any of the representations or warranties contained in this Agreement to be untrue as of the Closing Date. Seller shall promptly notify Purchaser, in writing, of any event or condition known to Seller which occurs prior to the Close of escrow hereunder, which causes a change in the facts relating to, or the truth of, any of the representations or warranties.