Common use of Operation of the Metered Parking System Clause in Contracts

Operation of the Metered Parking System. From December 4, 2008 up to the Time of Closing, the City shall operate the Metered Parking System in the ordinary course in a manner consistent with past practice, which shall include using all reasonable efforts to preserve the goodwill of the Metered Parking System and to maintain good business relationships with Persons having business dealings with the Metered Parking System, to maintain the Metered Parking System Assets in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted), to perform (or cause to be performed) in all material respects all of the City’s obligations under the Metered Parking System Contracts and to cause the Metered Parking System to be operated in all material respects in accordance with all applicable Laws (except to the extent any non-compliance is being contested in good faith by appropriate proceedings), all to the end that the Metered Parking System as a going concern shall be unimpaired and delivered to the Concessionaire at the Time of Closing in a condition not materially worse than the condition as of December 4, 2008; provided, however, that the City shall not amend, modify, renew, execute or otherwise negotiate any contracts relating to the Metered Parking System or the Metered Parking System Operations (exclusive of any contract for the enforcement of parking violations) after December 4, 2008 up to the Time of Closing without the prior written approval of the Concessionaire. The City, shall, up to and including the Time of Closing, be entitled to all of the cash or cash equivalents in or generated by the Metered Parking System (subject to the terms of Section 2.2(b) in the case of any cash or cash equivalents that are paid prior to the Time of Closing but are allocable to periods after the Time of Closing). Without limiting the foregoing, the City shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the Metered Parking System after December 4, 2008 and before the Time of Closing without the Concessionaire’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Operation of the Metered Parking System. From December 4, 2008 the Bid Date up to the Time of Closing, the City and the Authority shall operate have operated the Metered Parking System in the ordinary course in a manner consistent with past practice, which shall include using all reasonable efforts to preserve the goodwill of the Metered Parking System and to maintain good business relationships with Persons having business dealings with the Metered Parking System, to maintain the Metered Parking System Assets in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted), to perform (or cause to be performed) in all material respects all of the City’s Government Parties’ obligations under the Metered Parking System Contracts and to cause the Metered Parking System to be operated in all material respects in accordance with all applicable Laws (except to the extent any non-compliance is being contested in good faith by appropriate proceedings), all to the end that the Metered Parking System as a going concern shall be unimpaired and delivered to the Concessionaire at the Time of Closing in a condition not materially worse than the condition as of December 4, 2008the Bid Date; provided, however, that the City Government Parties shall not amend, modify, renew, execute or otherwise negotiate any contracts relating to the Metered Parking System or the Metered Parking System Operations (exclusive of any contract for the enforcement of parking violations) after December 4, 2008 the date hereof up to the Time of Closing without the prior written approval of the Concessionaire. The CityGovernment Parties, shall, up to and including the Time of Closing, be entitled to all of the cash or cash equivalents in or generated by the Metered Parking System (subject to the terms of Section 2.2(b) in the case of any cash or cash equivalents that are paid prior to the Time of Closing but are allocable to periods after the Time of Closing). Without limiting the foregoing, the City Government Parties shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the Metered Parking System after December 4, 2008 the Bid Date and before the Time of Closing without the Concessionaire’s consent, which shall not be unreasonably withheld, conditioned or delayed.

Operation of the Metered Parking System. From December 4During the Closing Period, 2008 up to the Time of Closing, the City Metro shall operate the Metered Parking System in the ordinary course in a manner consistent with past practice, which shall include using all reasonable efforts to preserve the goodwill of the Metered Parking System and to maintain good business relationships with Persons having business dealings with the Metered Parking System, to maintain the Metered Parking System Assets in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted), to perform (or cause to be performed) in all material respects all of the CityMetro’s obligations under the Metered Parking System Contracts and to cause the Metered Parking System to be operated in all material respects in accordance with all applicable Laws (except to the extent any non-compliance is being contested in good faith by appropriate proceedingsproceedings and which are disclosed to Parking Company prior to the execution of this Agreement or, if occurring during the Closing Period, within three (3) Days of Metro becoming aware of the noncompliance but in no event less than three (3) Days prior to Closing), all to the end that the Metered Parking System as a going concern shall be unimpaired and delivered to the Concessionaire Parking Company at the Time of Closing in a condition not materially worse than the condition as of December 4April 29, 2008; provided, however, that the City 2019. Metro shall not amend, modify, renew, execute or otherwise negotiate (i) any contracts relating to the Metered Parking System or the Metered Parking System Operations Operations, (exclusive of ii) any contract for valet permits or licenses or (iii) any loading zone permits or licenses after the enforcement of parking violations) after December 4, 2008 date hereof up to the Time of Closing Date without the prior written approval of the ConcessionaireParking Company, which shall not be unreasonably withheld, conditioned or delayed. The CityMetro, shall, up to and including the Time of Closing, be entitled to all of the cash or cash equivalents in or generated by the Metered Parking System (subject to the terms of Section 2.2(b) in the case of any cash or cash equivalents that are paid prior to the Time of Closing but are allocable to periods after the Time of Closing)System. Without limiting the foregoing, the City Metro shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the Metered Parking System after December 4April 29, 2008 2019 and before the Time of Closing without the ConcessionaireParking Company’s consent, which shall not be unreasonably withheld, conditioned or delayed.