Operation Prior to Closing. During the period from the Effective Date to the Closing Date (the “Executory Period”), Seller shall operate and maintain the Real Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief. However, Seller shall execute no contracts, leases or other agreements regarding the Real Property during the Executory Period that are not terminable on or before the Closing Date, without the written consent of Buyer, which consent may be withheld by Buyer in its sole discretion.
Operation Prior to Closing. During the period between the Effective Date and the Closing Date, the following provisions shall apply:
(a) Prior to the Closing Date, Seller shall, at no cost or expense to Buyer, continue its normal course of operations with respect to seeking new tenants for any space in the Project that is unleased as of the Effective Date. Any new lease of space in the Buildings by Seller after the Effective Date and prior to the Closing Date (“New Lease”) shall be subject to the prior written approval of Buyer, provided that prior to the expiration of the Investigation Period such consent shall not be unreasonably withheld, conditioned or delayed, and after the expiration of the Investigation Period such consent shall be in Buyer’s sole discretion. Buyer shall be solely responsible for the payment of any leasing commissions, allowances and other inducements with respect to New Leases executed after the Effective Date and prior to the Closing Date, provided that they are approved by Buyer as provided above. Notwithstanding anything to the contrary herein, Buyer shall be solely responsible for the payment of any leasing commissions and tenant improvement allowances with respect to any and all extensions, renewals or expansions under Leases that occur after the Effective Date, this obligation to survive Closing.
(b) Seller shall continue in its normal course of business to use commercially reasonable efforts to avoid having any tenant delinquent in the payment of rent or otherwise in default under the terms of its Lease on the Closing Date. Seller shall not permit the acceptance of any prepayment of rent more than thirty (30) days beyond the Closing Date and shall not permit the modification, alteration, amendment, extension, renewal, termination or cancellation of any Lease (except in accordance with the existing terms of any such Lease), without the prior written consent of Buyer, provided that prior to the expiration of the Investigation Period such consent shall not be unreasonably withheld, conditioned or delayed, and after the expiration of the Investigation Period such consent shall be in Buyer’s sole discretion.
(c) Seller agrees to enter into no new agreements or contracts relating to the Project that will survive Closing and be binding on Buyer or the Project without Buyer’s prior written consent, provided that prior to the expiration of the Investigation Period such consent shall not be unreasonably withheld or delayed, and after the expiration of the Invest...
Operation Prior to Closing. During the period from the Effective Date of this Agreement to the Closing Date (the “Executory Period”), Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards, including the maintenance of adequate liability insurance and insurance against loss by fire, windstorm and other hazards, casualties and contingencies, including vandalism and malicious mischief, and shall promptly notify Buyer of any material change to the Property. During the Executory Period, Seller will not enter into any new lease or contract, or materially amend, modify, terminate, cancel or extend any Lease (“Lease Modification”) without notifying Buyer in writing of the same. To the extent there is a material change to the Property, including but not limited to a Lease Modification or any material breach of any Lease other than by Buyer, subsequent to the Contingency Date, but prior to the Closing Date, Buyer shall have the right to terminate this Agreement within five (5) business days after it receives notice of such material change. Seller shall immediately disclose to Buyer any material changes to the Leases and/or any breach of any Lease upon the occurrence of such change or breach. If Buyer so terminates this Agreement, neither party will have any further rights or obligations regarding this Agreement or the Property.
Operation Prior to Closing. During the period from the date of Seller's acceptance of this Purchase Agreement to the Closing Date, Seller may, at its sole option and discretion, operate and maintain the Property in its ordinary course of business and in accordance with Seller's normal standards. If either party discovers a new condition that requires a repair, Seller may make any such repairs as Seller determines in its sole discretion are necessary for its use of the Property. If, however, Seller decides not to make the repair, Seller shall notify Buyer immediately of the condition and its decision not to make such repair. In the event Seller provides such notice, Buyer shall have the right upon reasonable notice to enter the Property during all business hours for the purposes of inspecting or making repairs to the Property at Buyer's sole cost and expense. When inspecting or making repairs to the Property, Buyer will not unduly interfere with Seller's use of the Property.
Operation Prior to Closing. Except as otherwise consented to in writing by Buyer or provided in this Agreement, from the date of execution hereof to the Closing, each Seller shall use its commercially reasonable efforts to ensure that the Assets are maintained and operated in a good and workmanlike manner and, to the extent such Seller operates Assets, to conduct such operation in the ordinary course of business consistent with past practice. Subject to the provisions of Section 2.3, each Seller shall pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations. The Seller Representative shall notify Buyer of ongoing activities and major capital expenditures in excess of Twenty-Five Thousand Dollars ($25,000.00) per activity conducted on the Assets and shall consult with Buyer regarding all such matters and operations.
Operation Prior to Closing. During the period from the Effective Date to the Closing Date (the “Executory Period”), Seller shall operate and maintain the Property in the ordinary course of business in accordance with prudent, reasonable business standards. Seller shall execute no contracts, leases or other agreements regarding the Property during the Executory Period that are not terminable on or before the Closing Date, without the prior written consent of Buyer, which consent may be withheld by Xxxxx at its sole discretion.
Operation Prior to Closing. Except as otherwise consented to in writing by Buyer or provided in this Agreement, from the date of execution hereof to the Closing, Seller shall use Seller's best efforts to ensure that the Assets are maintained and operated in a good and workmanlike manner. Subject to the provisions of Section 2.2, Seller shall pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations. To the extent Seller receives written AFEs or actual notice of such, Seller shall notify Buyer of ongoing activities and major capital expenditures in excess of $10,000.00 per activity net to Seller's interest conducted on the Assets and shall consult with Buyer regarding all such matters and operations.
Operation Prior to Closing. Except as otherwise consented to in writing by Buyer or provided in this Agreement, from the date of execution hereof to the Closing, Seller shall use Seller's commercially reasonable efforts to ensure that the Assets are maintained and operated in a good and workmanlike manner. Subject to the provisions of Section 2.3, Seller shall pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations. To the extent Seller receives written AFEs or actual notice of such, Seller shall notify Buyer of ongoing activities and major capital expenditures in excess of Twenty-five Thousand Dollars ($25,000.00) per activity net to Seller's interest conducted on the Assets and shall consult with Buyer regarding all such matters and operations.
Operation Prior to Closing. During the period from the Effective Date through the Closing Date (the “Executory Period”), Seller shall not execute any contracts, easements, leases, or other agreements or allow any new encumbrances to exist regarding the Real Property, nor perform any act that would impair or encumber the title to the Real Property or affect the condition of the Real Property.
Operation Prior to Closing. During the period from the Effective Date through the Closing Date (the “Executory Period”):
a. Seller shall not market the Real Property, nor offer it for sale to the public or any other entities or natural persons, nor execute any contracts, leases, or other agreements regarding the Real Property, nor perform any act that would impair or encumber the title to the Real Property or negatively affect the condition of the Real Property. Seller additionally shall not remove, sell or otherwise dispose of any of the Personal Property referenced in Exhibit B.
