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

Operation of the Metered Parking System. From the Bid Date up to the Time of Closing, the City and the Authority shall 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 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 the Bid Date; provided, however, that the 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 the date hereof up to the Time of Closing without the prior written approval of the Concessionaire. The Government 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 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 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 the Bid Date December 4, 2008 up to the Time of Closing, the City and the Authority shall have operated 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 Government Parties’ 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 the Bid DateDecember 4, 2008; provided, however, that the Government Parties 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 the date hereof December 4, 2008 up to the Time of Closing without the prior written approval of the Concessionaire. The Government PartiesCity, 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 Government Parties City shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the Metered Parking System after the Bid Date 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 During the Bid Date up to the Time of ClosingClosing Period, the City and the Authority Metro shall have operated 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 Government Parties’ Metro’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 the Bid Date; providedApril 29, however, that the Government Parties 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 the enforcement of parking violationsvalet permits or licenses or (iii) any loading zone permits or licenses after the 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 Government PartiesMetro, 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 Government Parties Metro shall not terminate, amend, modify or agree to a waiver of the terms of any Authorization related to the Metered Parking System after the Bid Date April 29, 2019 and before the Time of Closing without the ConcessionaireParking Company’s consent, which shall not be unreasonably withheld, conditioned or delayed.