Operation of the Property. Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.
Operation of the Property. During the Term, NAI shall operate the Property in a good and workmanlike manner and substantially in compliance with all Applicable Laws and will pay or cause to be paid all fees or charges of any kind in connection therewith. (If NAI does not promptly correct any failure of the Property to comply with Applicable Laws that is the subject of a written notice given to NAI or BNPLC by any governmental authority, then for purposes of the preceding sentence, NAI shall be considered not to have maintained the Property "substantially in accordance with Applicable Laws" whether or not the noncompliance would be substantial in the absence of the notice.) During the Term, NAI shall not use or occupy, or allow the use or occupancy of, the Property in any manner which violates any Applicable Law or which constitutes a public or private nuisance or which makes void, voidable or cancelable any insurance then in force with respect thereto. During the Term, to the extent that any of the following would, individually or in the aggregate, materially and adversely affect the value of the Property or NAI's use, occupancy or operations on the Property, NAI shall not, without BNPLC's prior consent: (i) initiate or permit any zoning reclassification of the Property; (ii) seek any variance under existing zoning ordinances applicable to the Property; (iii) use or permit the use of the Property in a manner that would result in such use becoming a nonconforming use under applicable zoning ordinances or similar laws, rules or regulations; (iv) execute or file any subdivision plat affecting the Property; or (v) consent to the annexation of the Property to any municipality. If (A) a change in the zoning or other Applicable Laws affecting the permitted use or development of the Property shall occur after the Base Rent Commencement Date that reduces the value of the Property, or (B) conditions or circumstances on or about the Property are discovered after the Base Rent Commencement Date (such as the presence of an endangered species) which substantially impede development and thereby reduce the value of the Property, and if after any such reduction under clause (A) or (B) preceding the Current AS IS Market Value of the Property is less than sixty percent (60%) of Stipulated Loss Value, then NAI shall pay BNPLC upon request the amount by which Current AS IS Market Value is less than sixty percent (60%) of Stipulated Loss Value, for application as a Qualified Prepayment. During the Term, ...
Operation of the Property. Seller agrees that from the date of this Agreement to the Closing, it will: (i) operate the Property only in the ordinary course and in a commercially reasonable manner, and use its reasonable efforts to preserve its relations with tenants and others having business dealings with it; (ii) operate and maintain the Property as required by the Leases, and otherwise maintain the Property in its present condition, make all necessary repairs and replacements (including repairs and replacements to building systems), and deliver the Property as of the Closing substantially in the condition it is in on the Effective Date, ordinary wear and tear, and damage by fire or other casualty excepted; (iii) maintain fire and casualty insurance, with broad form extended coverage on the Improvements, in an amount for the Property at least equal to the replacement cost for the Improvements on the Property, with a deductible not in excess of $5,000.00 (such insurance to be canceled by Seller promptly after the Closing, subject to resolution of any pending claims thereunder and with tail insurance if such coverage is claims made coverage); (iv) maintain rental loss insurance in an amount equal to the reasonably anticipated income from the Property (rent, common area (and building operation) charges, and real estate tax and insurance contributions) for a 12-month period (such insurance to be canceled by the Seller promptly after the Closing, subject to resolution of any pending claims thereunder and with tail insurance if such coverage is claims made coverage); (v) not mortgage or encumber any part of the Property or take or suffer any other action affecting title to the Property, nor enter into any loan, or except in the ordinary course of business, incur any other indebtedness without the prior written consent of Purchaser; (vi) not make any commitment or incur any liability to any labor union, through negotiations or otherwise, with respect to the Property; (vii) not become a party to any new licenses, equipment leases, contracts or agreements of any kind relating to the Property, except such contracts or agreements as will be terminated at or prior to Closing without cost or expense to Purchaser or contracts which Purchaser agrees in its sole discretion to assume at Closing and without having obtained in each case the prior written consent of Purchaser and only in compliance with all operating covenants, Leases, loan documents and Encumbrances contained in the owner's title in...
Operation of the Property. Until the earlier of the Closing or the termination of this Agreement, Seller undertakes and agrees (and shall cause each Facility Owner to comply with) the following:
(a) Seller shall perform, or cause to be performed, its obligations relating to the Assets (including under the Existing Leases), including to pay (or cause to be paid) prior to delinquency, all amounts due with respect to the Existing Loans.
(b) Subject to Sections 16(c) and 16(d), without Purchaser’s prior written approval, which may be withheld in Purchaser’s sole and absolute discretion, Seller shall not directly or indirectly (i) sell, assign, transfer or otherwise dispose of all or any portion of the Assets, except for Personal Property replaced in the ordinary course of business, or (ii) cause or permit any mortgage, deed of trust, Lien, assessment, obligation, interest, encroachment or liability to be placed of record against the Property (other than the Permitted Exceptions).
(c) Without Purchaser’s prior written approval, which approval will not be unreasonably withheld, conditioned or delayed, Seller shall not (and shall not cause or permit any Facility Owner to) enter into any new (or extend, terminate, amend, renew or replace any) agreement, service contract, employment contract, permit or obligation affecting the Facilities or the other Property or which would be binding upon Purchaser or the Facilities (or any other Property) upon or after the consummation of the transactions contemplated by this Agreement, or file for, pursue, accept or obtain any zoning, land use permit or other development approval or entitlement, or consent to the inclusion of the Property into any special district; provided, however, Seller may enter into service or similar contracts without Purchaser’s approval if such contract is entered into in the ordinary course of Seller’s business and is terminable without penalty or premium on not more than thirty (30) days’ notice from the owner of the Property and is disclosed promptly in writing to Purchaser.
(d) Subject to the rights of Existing Tenant under the Existing Leases, Seller shall not, without the prior written consent of Purchaser, dispose of the Assets or any portion thereof or enter into any lease or modify any of the Existing Leases except as set forth in the Existing Lease Termination Documents.
(e) Until the expiration or sooner termination of this Agreement, Seller shall remove the Assets (including all of the Facilities) from the market for ...
Operation of the Property. From and after the date hereof until the Closing Date or earlier termination of this Agreement:
Operation of the Property. After the Effective Date until the Closing Date, Seller shall (a) operate the Property in the same manner as the Property has been operated, and (b) maintain the Property in the same condition and in the same manner as existed on the Effective Date, except for ordinary wear and tear and any casualty loss.
Operation of the Property. During the Escrow Period, Seller shall not accept any payment of rent (except as a security deposit) or other charges from any tenant of the Property applicable to a period exceeding one (1) month in advance, nor apply any security deposit to rent due from any tenant of the Property without in each case obtaining Buyer's prior written consent thereto (which consent shall not be unreasonably withheld or delayed by Buyer). In addition to the foregoing, Seller: (i) shall manage, maintain, operate, and service the Property consistent with standards in the industry for the first class operation of similar projects of comparable quality in the same area as the Property is located, maintaining present services; (ii) shall keep the Property and every portion thereof in reasonably good working order and repair; (iii) shall maintain a sufficient inventory of supplies, materials, equipment and other personal property for the proper management, maintenance, operation and servicing of the Property; and (iv) shall not, except with Buyer's prior written consent (which consent shall not be unreasonably withheld or delayed by Buyer), approve, consent to, or otherwise permit any material change in the operations of the Property during the Escrow Period, including, without limitation:
(a) any material alterations to the Improvements except as may be necessary in order to perform ordinary, scheduled maintenance;
(b) cancellation of or material reduction in the amount or scope of coverage under any insurance currently maintained with respect to the Property;
(c) cancellation or surrender of any existing Permit; and
(d) any other material variation from Seller's ordinary course of business in connection with the Property.
Operation of the Property. The licenses, permits, and regulatory agreements, approvals and registrations relating to the Property, including the Gaming Licenses, may not be, and have not been, transferred by Borrower, Mortgage Borrower or to Borrower’s Knowledge, by CPLV Tenant, to any location other than the Property; have not been pledged as collateral security for any other loan or indebtedness that is outstanding as of the Closing Date other than the Mortgage Loan; and are held by Mortgage Borrower or to Borrower’s Knowledge, by CPLV Tenant, free from restrictions or known conflicts that would materially impair the use or operation of the Property as intended, are in full force and effect and in good standing and are not provisional, conditional or probationary in any manner (except in each case, to the extent that the failure to be in full force and effect or good standing would not reasonably be expected to have a Material Adverse Effect).
Operation of the Property. At all times while owning and operating the Property, the Borrower covenants and agrees that:
9.12.1 The Borrower shall comply with the requirements or all applicable federal, state and local environmental, occupational health, safety and sanitation Laws, ordinances, codes, rules and regulations, permits, licenses and interpretations and orders of regulatory and administrative Tribunals with respect to the Property. Without limiting the generality of the foregoing, the Borrower agrees to comply with all requirements of CERCLA/XXXX and RCRA/HSWA, the Federal Water Pollution Control Act, the Federal Clean Air Act, the Toxic Substances Control Act, all as amended, and all air, water and hazardous and solid waste Laws of the State of Oklahoma,
9.12.2 The Borrower shall immediately, as reasonably practicable, notify the Bank of and provide the Bank with copies of any notifications of discharges or releases or threatened releases or discharges of a Polluting Substance on, upon, into, or from the Property which are given or required to be given by or on behalf of the Borrower to any federal, state or local Tribunal, and such copies of notifications shall be delivered to the Bank at the same time as they are delivered to the Tribunal. The Borrower further agrees to promptly undertake and diligently pursue to completion any appropriate and legally required or authorized remedial containment and cleanup action in the event of any release or discharge or threatened release or discharge of a Polluting Substance on, upon, into or from the Property, and
9.12.3 At all times while owning and operating the Property, the Borrower agrees to maintain and retain complete and accurate records of all releases, discharges or other disposal of Polluting Substances on, onto, into or from the Property, including without limitation, records of the quantity and type of any Polluting Substances disposed of on or about the Property.
Operation of the Property. Seller agrees that between the date of this Agreement and the Closing Date, (a) Seller shall, subject only to conditions beyond Seller’s reasonable control, continue to operate and maintain the Property in its present condition, ordinary wear and tear excepted, (b) Seller shall not initiate or consent to any proposed changes in the zoning of all or any part of the Property and (c) Seller shall maintain in full force or effect its existing insurance coverage on the Property.
