Operation of the Properties. (a) Borrowers shall cause Mortgage Borrowers to operate the Properties, in all material respects, in accordance with the applicable Management Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of Borrowers to obtain Lender’s consent to any termination or modification of any Management Agreement, if applicable, in accordance with the terms and provisions of this Agreement), Borrowers shall cause Mortgage Borrowers to promptly enter into a Replacement Management Agreement with the applicable Manager or another Qualified Manager, as applicable.
(b) Borrowers shall cause each Mortgage Borrower to: (i) promptly perform and/or observe, in all material respects, all of the covenants and agreements required to be performed and observed by such Mortgage Borrower under the Management Agreement and/or the Sub-Management Agreement to which such Mortgage Borrower is a party and do all things necessary to preserve and to keep unimpaired such Mortgage Borrower’s material rights thereunder; (ii) promptly notify Lender of any material default under the Management Agreement and/or the Sub-Management Agreement of which such Mortgage Borrower or Borrower is aware; (iii) promptly deliver to Lender a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by such Mortgage Borrower under the Management Agreement; and/or the Sub-Management Agreement and (iv) enforce the performance and observance of all of the material covenants and agreements required to be performed and/or observed by the Manager under the Management Agreement and by Sub-Manager under the Sub-Management Agreement, in each of the foregoing instances, in a commercially reasonable manner.
(c) Borrowers shall cause Hotel/Casino Borrower to, at all times, operate and maintain (or cause to be operated and maintained) the Hotel/Casino Property and the Casino Component as a hotel and casino resort in accordance with standards at least equivalent to the Comparable Hotel/Casinos. The theme of the Hotel/Casino Property and the Casino Component shall not be materially changed without the prior written consent of Lender, which consent shall not be unreasonably withheld. Borrowers shall cause Hotel/Casino Borrower to cause the Hotel/Casino Property to be at all times open for business as a hotel and the Casino Component to be open at all times for business as a casino, other than as provided under the Gaming...
Operation of the Properties. (a) Between the date hereof and the Closing Date, Sellers shall continue to operate and maintain the Properties in the ordinary course of business in accordance with present business practices.
(b) During the period between the Due Diligence Period and the Closing Date, except as otherwise expressly provided in this Agreement, with respect to the Occupied Leases, Sellers may not, without the prior written consent of Buyer in each instance (which consent shall not be unreasonably withheld, conditioned or delayed), (i) cancel or terminate any Lease (other than for a material default thereunder by a party other than any Seller), (ii) amend or modify any Lease in any respect, (iii) renew or extend any Lease (other than pursuant to existing renewal or extension options in favor of Tenants), and (iv) apply any Security Deposit of any tenant under a Lease for a delinquency or default by such tenant (all such activity set forth in this Section 15.1(b) shall be called, “Leasing Activity”). Between the date hereof and the Closing Date, each Seller shall give Buyer notice (via the email address as set forth in Section 17.1 below) prior to doing any of the Leasing Activity referred to in this Section 15.1(b), which notice shall include the material terms of the proposed Leasing Activity as well as, if after the expiration of the Due Diligence Period, a request for Buyer’s consent thereto. If Buyer’s consent is required and Buyer does not respond to such Seller’s request for consent to its Leasing Activity within ten (10) Business Days after receipt thereof, time being of the essence with respect thereto, Buyer shall be deemed to have consented to such Leasing Activity. Notwithstanding the foregoing, each Seller shall have the right, without the prior consent of Buyer, to enter into (1) leases for the Earnout Spaces and the Master Lease Space; provided, however, that after the Due Diligence Period, such leases for Earnout Spaces and the Master Lease Spaces shall be in accordance with the requirements set forth in Section 4.3(b) and Section 4.4(a) respectively, and (2) any contract which can be terminated upon thirty (30) days written notice.
(c) Notwithstanding any limitation set forth herein, Sellers may, without Buyer’s consent and without cost to Buyer (unless otherwise set forth herein or unless otherwise approved by Buyer) (i) take such actions, if any, with respect to the Properties, reasonably necessary to comply with the terms of the Leases, and any insurance r...
Operation of the Properties. 8.1. Leases and Property Contracts . During the period of time from the Effective Date to the Closing Date, in the ordinary course of business each Seller may, with respect to its Property, enter into new Property Contracts, new Leases, renew existing Leases or modify, terminate or accept the surrender or forfeiture of any of the Leases, modify any Property Contracts, or institute and prosecute any available remedies for default under any Lease or Property Contract without first obtaining the written consent of Purchaser; provided, however, each Seller agrees that any such new or renewed Leases shall not have a term in excess of one (1) year without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, and that any such new Property Contract shall be able to be terminated on the Closing Date without the payment of any penalty or premium. Each Seller shall endeavor, but shall not be required, to provide to Purchaser weekly Rent Rolls and a weekly summary of all leasing activity until the Closing Date.
Operation of the Properties. Notwithstanding the foregoing provisions of Section 6.02, (a) in the event of an emergency, Target or Nominee, as applicable, may take such action as reasonably necessary and Seller Representative shall notify Buyer of such action promptly thereafter, and (b) Buyer acknowledges and agrees that (i) Target and Nominee own undivided interests in certain of the Properties, (ii) acts or omissions of Third Party Working Interests owners in the Properties shall not of themselves constitute a breach of the provisions of Section 6.02, (iii) no action required by a vote of Third Party Working Interest owners shall constitute a breach so long as Target or Nominee, as applicable, has voted its interest in a manner that is consistent with the provisions of Section 6.02, and (iv) all Properties are operated by Third Parties and that the obligations of Sellers in Section 6.02 with respect to the Properties shall be construed to require that Sellers use their reasonable commercial efforts (without being obligated to incur any expense or institute any cause of action) to cause the applicable Third Party operator of the Properties to take such actions or render such performance but only to the extent Sellers (by and through Target or Nominee) possess the legal or contractual right to do so and, in such event, only within the constraints of the applicable operating agreement and other applicable Basic Documents and applicable Laws.
Operation of the Properties. (a) Except where the failure to do so could not reasonably be expected to have a Material Adverse Effect, the Properties (together with any other properties unitized with any of the Properties) have, since the acquisition of the Properties, been maintained, operated and developed (i) in conformity with all Laws, (ii) in conformity with the terms and conditions of all Basic Documents, and (iii) in a manner consistent with the conduct of a Prudent Operator, but with respect to any Properties for which Borrower is not the Operator, then the foregoing representation shall be based upon Borrower’s knowledge;
(b) To Borrower’s knowledge and except where its occurrence could not reasonably be expected to have a Material Adverse Effect: (i) no Property is subject to having allowable production reduced below the full and regular allowable (including the maximum permissible tolerance) because of any overproduction (whether or not that overproduction was permissible at the time), (ii) none of the vertical Wxxxx comprising the Properties (or properties unitized with any of the Properties) deviates from the vertical more than the maximum permitted by Laws, (iii) each of the Wxxxx comprising the Properties (or properties unitized with any of the Properties) are bottomed under and are producing from, and the well bores are situated wholly within, the Properties or unitized properties, as applicable.
(c) Neither Borrower nor, to Borrower’s knowledge, Operator or any other Person is in breach of or in default under the terms of any Basic Document to which any of them are bound or to which any of the Properties are subject, except to the extent such breach or default could not reasonably be expected to have a Material Adverse Effect.
Operation of the Properties. 4.1 SALICO may, but shall not be obligated to, treat, mill, heap xxxxx, sort, concentrate, refine, smelt, or otherwise process, beneficiate or upgrade the ores, concentrates, and other Mineral Products at sites located on or off the Properties, prior to sale, transfer, or conveyance to a purchaser, user, or consumer. SALICO shall have complete discretion concerning the nature, timing and extent of all exploration, development, mining and other operations conducted on or for the benefit of the Properties and may suspend operations and production on the Properties at any time it considers prudent or appropriate to do so. SALICO shall owe Gareste no duty to explore, develop or mine the Properties, or to do so at any rate or in any manner other than that which SALICO may determine in its sole and unfettered discretion.
Operation of the Properties. To continue to operate the Properties in a good and businesslike fashion consistent with past practices and to maintain the Properties in good working order and condition in a manner consistent with past practice.
Operation of the Properties. Since September 30, 2000 --------------------------- through the date hereof, North Central:
(a) has caused the Properties to be maintained and operated in a reasonable manner and in substantially the same manner as such Properties were maintained and operated prior to September 30, 2000;
(b) has not sold, assigned, transferred, farmed out, conveyed, encumbered, mortgaged, or otherwise disposed of any of the Properties with a value in excess of $500,000, except for the sale of Hydrocarbons in the ordinary course of business;
(c) has not, to the extent related to the Properties, made any major change in the character of North Central's business or operations or otherwise conducted North Central's business and operations other than in the ordinary course of business;
(d) except as would not have a Material Adverse Effect, has not permitted any Leases or rights with respect to the Properties to expire, or waived any material rights with respect to the Properties;
(e) has not entered into any agreement or made any commitment (other than this Agreement) to take any of the actions referred to in clauses (a) through (d) above; and
(f) to the Company's Knowledge, there have been no material casualty losses (above or below the surface of the ground) which affected any of the Properties.
Operation of the Properties. (a) The Borrowers shall cause the Properties to be operated, in all material respects, in accordance with the applicable Management Agreement or Replacement Management Agreement. In the event that any Management Agreement expires or is terminated (without limiting any obligation of any Borrower to obtain the Agent’s consent to any termination or modification of such Management Agreement in accordance with the terms and provisions of this Agreement), the Borrower that was a party to such Management Agreement shall promptly, after obtaining the Agent’s Approval, enter into a Replacement Management Agreement with any Manager or a Qualified Manager, as applicable.
(b) The Borrowers shall: (i) use commercially reasonable efforts to perform and/or observe in all material respects all of the covenants and agreements required to be performed and observed by it under any Management Agreement and do all things necessary to preserve and to keep unimpaired their material rights thereunder; (ii) promptly notify the Agent of any material default under any Management Agreement of which it is aware; (iii) promptly deliver to the Agent a copy of each financial statement, business plan, capital expenditures plan, notice, report and estimate received by it under any Management Agreement; and (iv) use commercially reasonable efforts to enforce the performance and observance of all of the covenants and agreements required to be performed and/or observed by Manager under such Management Agreement, in a commercially reasonable manner.
Operation of the Properties. No Borrower, without the Agent’s prior Approval, shall: (i) surrender, terminate or cancel any Management Agreement (including any termination in connection with any Borrower electing to enter into a replacement Management Agreement or any Borrower electing not to enter into a replacement Management Agreement and operate any Property unbranded); (ii) reduce or consent to the reduction of the term of any Management Agreement other than as a result of a termination permitted hereunder or consented to by the Agent; (iii) increase or consent to the increase of the amount of any charges or fees under any Management Agreement; or (iv) otherwise modify, change, supplement, alter or amend, or waive or release any of its rights and remedies under any Management Agreement in any material respect.
