OPERATION OF PROPERTY THROUGH CLOSING Sample Clauses

OPERATION OF PROPERTY THROUGH CLOSING. Through the Closing Date (as the term is hereinafter defined): 3.1 Except as otherwise provided in this Section 3, Seller shall manage and operate the Property in accordance with Seller's existing practices and keep the Premises and the tangible Personal Property, if any, in good condition and repair, ordinary wear and tear excepted. 3.2 Seller shall not sell, enter into a new mortgage, pledge or hypothecation of, or otherwise transfer or dispose of all or any part of the Property or any interest therein, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property without Purchaser’s consent, which consent may be granted or withheld in Purchaser’s sole discretion. 3.3 Without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed), Seller shall not terminate, modify, extend, amend or renew any Service Contract or enter into any new Service Contract. Any new Service Contract entered into with Purchaser's consent shall be subject to the covenants, representations and warranties set forth in this Agreement with respect to Service Contracts. Notwithstanding the foregoing, on or before the Closing Date (as hereafter defined) Seller shall terminate any lease of any portion of the Property that Purchaser requests to be terminated; provided that Purchaser has not terminated this Agreement and further provided that Seller shall not be required to take any action to terminate such leases until after the expiration of the Inspection Period set forth in Section 8.1 below. 3.4 Seller shall comply with all federal, state, municipal and other governmental laws, ordinances, requirements, rules, regulations, notices and orders, and all agreements, covenants, conditions, easements and restrictions relating to the Property, including, without limitation, any such requirements, rules, regulations, notices or orders issued or imposed after the date of this Agreement and the payment of ad valorem property taxes with respect to the Property on a timely basis (i.e. on or before the date on which interest and/or penalties can be assessed.) 3.5 Seller shall promptly give written notice to the Purchaser of the occurrence of any event of which Seller is aware which affects the truth or accuracy of any representations or warranties made or to be made by Seller under or pursuant to this Agreement. 3.6 ...
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OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through the Closing Date:
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OPERATION OF PROPERTY THROUGH CLOSING. From the date of this Agreement through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date: (a) Except as otherwise provided in this Section 3, Seller shall operate the Property in accordance with its previous practice and custom, and the Property shall be at closing in its present condition, reasonable wear an tear excepted; (b) Without the prior written consent of Purchaser, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, except that Seller may dispose of fixtures, equipment and tangible personal property, which Seller determines to be worn out, in need of repair or obsolete and which Seller replaces with items of substantially similar utility, nor shall Seller (i) create or consent to the imposition of any lien, lease or tenancy, encumbrance, easement, reservation, limitation, covenant, condition or restriction upon the Property (other than in the ordinary course of business) or (ii) initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property, other than such action as made for the purpose of maintaining the Property in compliance with such rules and regulations as are applicable to all or any part of the Property.
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OPERATION OF PROPERTY THROUGH CLOSING. From the Opening of Escrow until the Closing (or earlier termination of this Agreement): (a) Except as otherwise provided in this Paragraph 7, Seller shall manage and operate the Property in accordance with Seller's current business practices. Subject to comparable coverage for renewal policies being available at commercially reasonable rates, Seller shall maintain in full force and effect insurance coverage comparable to its current insurance policies with respect to the Property.
Sample 1
OPERATION OF PROPERTY THROUGH CLOSING. From the Opening of Escrow until the Closing (or earlier termination of this Agreement): (a) Seller hereby agrees, through and including the Closing and at Seller’s sole cost and expense, to (i) keep all existing insurance policies affecting the Property in full force and effect, (ii) make all regular payments of interest and principal on any existing financing, (iii) provide all services and to continue to operate, manage and maintain the Property (including mechanical equipment of every kind used in the operation thereof) in such condition so that the Property shall be in the same condition on the Closing as on the date hereof, reasonable wear and tear excepted, and (iv) comply with all governmental regulations. (b) Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein. Notwithstanding the foregoing, Seller may replace depreciated Personal Property in a commercially reasonable manner. (c) Seller shall not enter into any new Service Contracts, except in each case as may be reasonably necessary to protect the health or safety of individuals or the preservation of the Property. Seller shall retain all new Service Contracts and shall remain liable for all of the obligations under any new Service Contracts. (d) Seller hereby agrees that Seller shall not enter into any leases or any other obligations or agreements affecting the Property.
Sample 1
OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination of this Agreement, or (ii) the Closing: (a) Except as otherwise provided in this Section 4, Seller shall manage and operate the Property in accordance with existing business practices and keep the Property in its present condition and repair, casualty and ordinary wear and tear excepted. (b) Seller shall not, except as stated in this Agreement, (i) grant, place or affirmatively cause any liens, mortgages, restrictions, covenants, easements, leases or other encumbrances to be placed upon or affect the Property, or (ii) modify any existing liens, mortgages, restrictions, covenants, easements, leases or other encumbrances. (c) Except as otherwise provided in Section 14(a) herein, Seller shall not initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations currently applicable to all or any part of the Property. (d) Buyer shall have such access to the Property upon reasonable notice and during normal business hours as is reasonably necessary for it to inspect same to assure that Seller is complying with the requirements of this Section 4.
Sample 1
OPERATION OF PROPERTY THROUGH CLOSING. From the Effective Date through and including the first to occur of (i) the termination of this Agreement or (ii) the Closing Date: (a) Seller shall manage and operate the Property in the same manner that it is currently managing same, shall timely perform all of Seller’s obligations under the Leases and Service Contracts, keep the Premises and the tangible Personal Property in the same condition and repair as exists as of the date hereof, ordinary wear and tear and casualty damage excepted, and maintain the current casualty insurance policies insuring the Property and the Personal Property as they currently exist. (b) Without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole and absolute discretion, Seller shall not sell, mortgage, pledge, hypothecate or otherwise transfer or dispose of all or any part of the Property or any interest therein, or enter into any agreement to do so, nor shall Seller initiate, consent to, approve or otherwise take any action with respect to zoning or any other governmental rules or regulations presently applicable to all or any part of the Property, other than (i) such action as is necessary to maintain the Property in compliance with such rules and regulations applicable to all or any part thereof, (ii) Seller’s support of Kansas City, Missouri’s proposed amendment to Chapter 88 of the Kansas City, Missouri Zoning and Development Code (Case No. 254-S-315, as reflected by that City Planning and Development Department, Development Management Division’s Staff Report dated December 15, 2015, Applicant Xxxxxxx Xxxxxxxx, Director of City Planning and Development), provided, Seller will not take any direct action in connection with such support without prior notice to Purchaser and affording Purchaser an opportunity to participate therein, (iii) leases and modifications thereof as set forth in Paragraph 3(c) below, and (iv) general utility easements if necessary for the proper operation thereof. (c) During the Due Diligence Period (as defined in Section 8 below), Seller shall not enter into new leases and service contracts, and terminate, modify, renew, extend or amend any existing Lease or Service Contract with respect to the Property without Purchaser’s consent, not to be unreasonably withheld or delayed by Purchaser. After the expiration of the Due Diligence Period, without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion, Seller shall no...
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OPERATION OF PROPERTY THROUGH CLOSING 
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Related to OPERATION OF PROPERTY THROUGH CLOSING

  • Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.

  • Operation of Property To continue to operate the Property consistent with past practices.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Inspection of Properties and Books The Borrower and the Guarantors will, and will cause their respective Subsidiaries to, permit the Agent and the Lenders, at the Borrower’s expense (to the extent provided for below) and upon reasonable prior notice, to visit and inspect any of the properties of the Borrower, each Guarantor or any of their respective Subsidiaries (subject to the rights of tenants under their Leases), to examine the books of account of the Borrower, any Guarantor and their respective Subsidiaries (and to make copies thereof and extracts therefrom) and to discuss the affairs, finances and accounts of the Borrower, any Guarantor and their respective Subsidiaries with, and to be advised as to the same by, their respective officers, partners or members, all at such reasonable times and intervals as the Agent or any Lender may reasonably request, provided that so long as no Default or Event of Default shall have occurred and be continuing, the Borrower shall not be required to pay for such visits and inspections more often than once in any twelve (12) month period. The Lenders shall use good faith efforts to coordinate such visits and inspections so as to minimize the interference with and disruption to the normal business operations of such Persons.

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Title to and Condition of Properties Except as would not have a Material Adverse Effect, each Acquiror Company owns (with good and marketable title in the case of real property) or holds under valid leases or other rights to use all real property, plants, machinery, equipment and other personal property necessary for the conduct of its business as presently conducted, free and clear of all Liens, except Permitted Liens. The material buildings, plants, machinery and equipment necessary for the conduct of the business of each Acquiror Company as presently conducted are structurally sound, are in good operating condition and repair and are adequate for the uses to which they are being put, and none of such buildings, plants, machinery or equipment is in need of maintenance or repairs, except for ordinary, routine maintenance and repairs that are not material in nature or cost.

  • Inspection of Property The Borrower and each of its Subsidiaries will keep proper books and records in accordance with GAAP and will permit reasonable examinations of its books and records and reasonable inspections of its property (subject to reasonable procedures relating to safety and security), accompanied by personnel of the Borrower, by the Administrative Agent and any Lender and/or their respective accountants or other professional advisers; provided that such examinations and inspections (a) will occur not more frequently than once in any calendar year, with reasonable efforts to make combined visits (unless a Default or an Event of Default has occurred and is continuing in which case such examinations may occur as frequently as reasonably determined by the Administrative Agent or any Lender, with no obligation to combine visits), (b) will be at the sole expense of the Administrative Agent and/or requesting Lender, as the case may be (unless a Default or an Event of Default has occurred and is continuing in which case such examinations will be at the expense of the Borrower), (c) will be undertaken at reasonable times following the provision of written notice in advance to the Borrower, and (d) will not unduly interfere with the operations or management of the Borrower’s business. Notwithstanding anything set forth herein to the contrary, under no circumstances shall the Borrower or any Subsidiary be required to disclose, permit the inspection, examination or making copies or abstracts of, or discussion of, any document, information or other matter (i) that constitutes non−financial trade secrets or non-financial confidential proprietary information, (ii) in respect of which disclosure to the Administrative Agent or any Lender (or their respective Affiliates, representatives, contractors, accountants or other professionals) is prohibited by any Governmental Rule or binding confidentiality agreement with a Person that is not an Affiliate of the Borrower and that was not entered into in contemplation of this Agreement, (iii) that is subject to attorney−client or similar privilege or constitutes attorney work product, or (iv) in the case of any discussions with accountants, only if the Borrower has been given the opportunity to participate in the discussions.

  • Inspection of Properties and Books Etc The Borrower shall permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, no more frequently than once each calendar year, or more frequently as determined by the Lenders upon the occurrence and during the continuance of an Event of Default, to visit and inspect any of the properties of the Borrower or any of its Subsidiaries, and each such inspection, if no Event of Default has occurred and is continuing, shall be at the Lenders’ expense. The Borrower shall also permit the Lenders, through the Administrative Agent or any of the Lenders’ other designated representatives, to examine the books of account of the Borrower and its Subsidiaries (and to make copies thereof and extracts therefrom), and to discuss the affairs, finances and accounts of the Borrower and its Subsidiaries with, and to be advised as to the same by, its and their officers, all at such reasonable times and intervals as the Administrative Agent or any Lender may reasonably request. The Borrower authorizes the Administrative Agent and, if accompanied by the Administrative Agent, the Lenders to communicate directly with the Borrower’s independent certified public accountants and authorizes such accountants to disclose to the Administrative Agent and the Lenders any and all financial statements and other supporting financial documents and schedules with respect to the business, financial condition and other affairs of the Borrower or any of its Subsidiaries.

  • Release of Property Except as set forth in this Section 2.6, no repayment or prepayment of all or any portion of the Loan shall cause, give rise to a right to require, or otherwise result in, the release of the Lien of the Mortgage on the Property.