Common use of Operation of Property Clause in Contracts

Operation of Property. Transferor covenants, that between the date hereof and the Closing Date, it will (a) operate the Property in the usual, regular and ordinary manner consistent with Transferor's prior practice, (b) 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 and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof until Closing, Transferor shall not take any action or fail to take action the result of which would have a material adverse effect on the Property or Transferee's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor shall deliver to Transferee such periodic information with respect to the above information as Transferor customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date.

Operation of Property. Transferor Seller covenants, that between the date hereof Effective Date and the Closing Date, it will (a) operate the Property in the usual, regular and ordinary manner consistent with TransferorSeller's prior practice, (b) 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 years, and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof Effective Date until Closing, Transferor Seller shall not take any action or fail to take action the result of which would have a material adverse effect on the Property or TransfereeBuyer's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor Seller shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee Buyer with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor Seller has operational control. Between the date hereof Effective Date and the Closing Date, if and to the extent requested by TransfereeBuyer, Transferor Seller shall deliver to Transferee Buyer such periodic information with respect to the above information as Transferor Seller customarily keeps internally for its own use. Transferor Seller agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof Effective Date and the Closing Date.

Operation of Property. Transferor The Seller covenants, that between the date hereof and the Closing Datedate of Closing, it will (a) operate the Property only in the usual, regular and ordinary manner consistent with Transferor's the Seller’s prior practice, (b) 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 and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with itit comply with and perform all of the duties and obligations of licensee under the License. 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 continue to be booked at rates, prices and charges heretofore customarily charged by the Seller for such purposes, and in accordance with the Seller’s published rate schedules. Except as otherwise permitted hereby, from the date hereof until Closing, Transferor the Seller shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or Transferee's the Purchaser’s ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which the Seller has operational control, or (iii) would cause any of the representations and warranties contained in this Article III 3 to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor Seller shall deliver to Transferee the Purchaser daily reports 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 above information as Transferor Seller customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date.

Operation of Property. Transferor Seller covenants, that between the date hereof Effective Date and the Closing Date, it will (ai) operate the Property in the usual, regular and ordinary manner consistent with TransferorSeller's prior practice, (bii) 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 and (ciii) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof Effective Date until Closing, Transferor Seller shall not take any action or fail to take action the result of which would have a material adverse effect on the Property or TransfereeBuyer's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor Seller shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee Buyer with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor Seller has operational control, or (c) shall maintain levels of inventory and supplies at the same levels as existing on the date of this Agreement. Between the date hereof Effective Date and the Closing Date, if and to the extent requested by TransfereeXxxxx, Transferor Seller shall deliver to Transferee Buyer such periodic information with respect to the above information as Transferor Seller customarily keeps internally for its own use. Transferor Seller agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof Effective Date and the Closing Date.

Operation of Property. Transferor covenants, The Seller covenants that between the date hereof and the date of Closing Date, it will (a) operate the Property only in the usual, regular and ordinary manner consistent with Transferor's the Seller’s prior practice, (b) 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 and years, (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, officers and partners and employees and preserve its relationships with suppliers and others having business dealings with it, and (d) comply with and perform all of the duties and obligations of the Seller under the Franchise Agreement. 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 continue to be booked at rates, prices and charges heretofore customarily charged by the Seller for such purposes, and in accordance with the Seller’s published rate schedules. Except as otherwise permitted hereby, from the date hereof until Closing, Transferor the Seller shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or Transferee's the Purchaser’s ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which the Seller has operational control, or (iii) would cause any of the representations and warranties contained in this Article III 3 to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor Seller shall deliver to Transferee the Purchaser weekly reports 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 above information as Transferor Seller customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date.

Operation of Property. Transferor The Seller covenants, that between the date hereof that the Hotel first opens to the Public and the Closing Date, Date (if a period at all) it will (a) operate the Property only in the a usual, regular and ordinary manner consistent with Transferorthe Seller's prior general business practice, (b) maintain its books of account and records in the a usual, regular and ordinary manner, in accordance with sound accounting principles applied on a consistent basis consistent with the basis used in keeping its books in prior years and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. The Seller shall use its best efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property. The Seller shall provide Purchaser with its marketing plan and all pre-opening plans and advertising for the Property and shall cooperate with Purchaser with regard to any inquiries and requests of Purchaser related to the same. Except as otherwise permitted hereby, from the date hereof until Closing, Transferor the Seller shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or Transfereethe Purchaser's ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conductedconducted immediately prior to the date of Closing, (ii) reduce or cause to be reduced any room rents or any other charges over which the Seller has operational control, or which (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreementdate the Improvements are Ready for Occupancy, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor Seller shall deliver to Transferee the Purchaser daily reports 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 above information as Transferor Seller customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date.

Operation of Property. Transferor covenants, that between the date hereof and the Closing Date, it will (a) operate the Property in the usual, regular and ordinary manner consistent with Transferor's prior practice, (b) 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 and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof until Closing, Transferor shall not take any action or fail to take action the result of which would have a material adverse effect on the Property or Transferee's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor shall deliver to Transferee such periodic information with respect to the above information as Transferor customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date. Without limitation of the foregoing, Transferor acknowledges and agrees that it shall obtain Transferee's approval and consent to any proposed amendment and restatement of the Ground Lease, which approval and consent may be withheld in Transferee's sole and absolute discretion, and that Transferor shall not amend or modify the Ground Lease without such consent. Transferor acknowledges that Transferee's interest in the terms and conditions of the Ground Lease goes to the essence of this Agreement and that Transferor's agreement to this provision was a material inducement to Transferee's agreement to enter into this Agreement.

Operation of Property. Transferor covenantsThe Seller covenants that, that between the date hereof Effective Date and the Closing Date, it will (a) operate the Property and the Business in the usual, regular and ordinary manner consistent with Transferor's prior practiceOrdinary Course of Business, (b) 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 years, and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof Effective Date until Closing, Transferor the Seller shall not voluntarily take any action or fail to take any action the result of which would have a material adverse effect on the Property or Transfereethe Business or the Purchaser's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and or warranties contained in this Article ARTICLE III to be untrue as of Closing. From Notwithstanding the foregoing provisions of this SECTION 3.16, from and after the execution and delivery of this Agreement, Transferor the Seller shall not, other than in the ordinary course of businessbusiness or as otherwise permitted under this Agreement, (a) make any agreements which shall be binding upon Transferee the Purchaser with respect to the Property, or (b) reduce or cause to be reduced any room rates, green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor the Seller has operational control. Between the date hereof Effective Date and the Closing Date, if and to the extent requested by Transfereethe Purchaser, Transferor the Seller shall deliver to Transferee the Purchaser such periodic information with respect to the above information Property and the Business as Transferor the Seller customarily keeps internally for its own use. Transferor The Seller agrees that it will operate the Property in accordance with the provisions of this Section SECTION 3.16 between the date hereof Effective Date and the Closing Date.

Operation of Property. Transferor covenants, that between the date hereof and the Closing Date, it will (a) operate the Property in the usual, regular and ordinary manner consistent with Transferor's prior practice, (b) 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 and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof until Closing, Transferor shall not take any action or intentionally fail to take action the result of which would have a material adverse effect on the Property or Transferee's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor shall deliver to Transferee such periodic information with respect to the above information as Transferor customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date.

Operation of Property. Transferor Seller covenants, that between the date hereof Effective Date and the Closing Date, it will (a) operate the Property in the usual, regular and ordinary manner consistent with TransferorSeller's prior practice, (b) 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 and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings with it. Except as otherwise permitted hereby, from the date hereof Effective Date until Closing, Transferor Seller shall not take any action or fail to take action the result of which would have a material adverse effect on the Property or TransfereeBuyer's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, or which would cause any of the representations and warranties contained in this Article III to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor Seller shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee Buyer with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor Seller has operational control. Between the date hereof Effective Date and the Closing Date, if and to the extent requested by TransfereeBuyer, Transferor Seller shall deliver to Transferee Buyer such periodic information with respect to the above information as Transferor Seller customarily keeps internally for its own use. Transferor Seller agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof Effective Date and the Closing Date.

Operation of Property. Transferor covenants, The Seller covenants that between the date ---------------------- hereof and the Closing Datedate of Closing, it will (a) operate the Property only in the usual, regular and ordinary manner consistent with Transferorthe Seller's prior practice, (b) 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 and (c) use all reasonable efforts to preserve intact its present business organization, keep available the services of its present officers, partners and employees and preserve its relationships with suppliers and others having business dealings dealing with it. 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 Hotels 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 continue to be booked at rates, prices and charges heretofore customarily charged by the Seller for such purposes, and in accordance with the Seller's published rate schedules. Seller shall not deplete inventories below customary levels. Except as otherwise permitted hereby, from the date hereof until Closingthe Closing Date, Transferor the Seller shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or Transfereethe Purchaser's ability to continue the operation thereof after the Closing Date in substantially the same manner as presently conducted, (ii) outside of the normal course of business reduce or cause to be reduced any room rents or any other charges over which the Seller has operational control, or (iii) would cause any of the representations and warranties contained in this Article III IV to be untrue as of Closing. From and after the execution and delivery of this Agreement, Transferor shall not, other than in the ordinary course of business, (a) make any agreements which shall be binding upon Transferee with respect to the Property, or (b) reduce or cause to be reduced any green fees, membership fees, tournament fees, driving range fees or any other charges over which Transferor has operational control. Between the date hereof and the Closing Date, if and to the extent requested by Transferee, Transferor shall deliver to Transferee such periodic information with respect to the above information as Transferor customarily keeps internally for its own use. Transferor agrees that it will operate the Property in accordance with the provisions of this Section 3.16 between the date hereof and the Closing Date.----------