Operations in Pre-Closing Period. From the date of an Offer Notice or a Buy-Sell Notice or an Election Notice until the date on which the closing occurs under said section, or, if earlier, the date on which the Members agree not to proceed with such closing, the Company will continue to be operated in the ordinary course, as if the closing were not going to occur, the Members and the Manager will continue to have all power and authority granted in this Agreement (including the power to make distributions), and the Members and the Manager will exercise their power and authority in good faith and without regard to the fact that such closing may occur, and the Company shall not enter into any contracts or agreements, or otherwise agree, to sell or otherwise dispose of the Property; except that the Company shall be authorized to consummate any transactions which were the subject of binding contractual obligations entered into prior to the commencement of such period.
Operations in Pre-Closing Period. From the date the Marketing Notice is given until the date the last closing occurs under this Article 14 or, if earlier, the date on which the Members agree not to proceed with any such transaction pursuant to this Article 14, the Company will continue to be operated in the ordinary course, as if the closing or closings were not going to occur, the Members, the Manager and the Executive Committee will continue to have all power and authority granted in this Agreement (including the power to make distributions) and the Members will exercise their power and authority in good faith and without regard to the fact that such transaction or transactions may occur; provided, however, that, without the approval of both Members, (i) no Pursuit Costs may be incurred during such period with respect to any such Target or Project for which the Final Presentation has not been approved by the Executive Committee at the beginning of such period, (ii) the Manager will not submit any additional Targets to the Executive Committee for approval, and (iii) neither the Company nor any Subsidiary shall enter into any contract or agreements, or otherwise agree, to sell or otherwise dispose of any of the Projects except pursuant to this Article 14; however, the Company and each Subsidiary shall be authorized to consummate any transactions which were the subject of binding contractual obligations entered into prior to the commencement of such period.
Operations in Pre-Closing Period. From the date the Initiating Notice is given until the date the closing occurs under this Article or, if earlier, the date on which the Members agree not to proceed with such closing, the Company will continue to be operated in the ordinary course as though the closing were not going to occur, the Members will continue to have all power and authority granted in this Agreement (including the power to make distributions), and the Members will exercise their power and authority in good faith and without regard to the fact that such closing may occur (although the selling Member shall not unreasonably withhold any consents with respect to the Property during such period); provided, however, that, any and all distributions received by the selling Member from the Company during such period representing distributions of Capital Proceeds shall be credited against and reduce the price otherwise payable to the selling Member for its Membership Interest and any Capital Contributions made by the selling Member during such period shall be added to and increase the price otherwise payable to the selling Member for its Membership Interest, and the Company shall not agree to sell or otherwise dispose of any Property; however, the Company shall be authorized to consummate any transactions that were the subject of binding contractual obligations entered into prior to the commencement of such period.
Operations in Pre-Closing Period. From the date of the Initiating Notice until the date the closing occurs under this ARTICLE 12 or, if earlier, the date on which the Members agree not to proceed with such closing, the Company and the applicable Subsidiaries and Projects will continue to be operated in the ordinary course, as if the closing were not going to occur, the Members and the Manager will continue to have all power and authority granted in this Agreement (including the power to make distributions), and the Members and the Manager will exercise their power and authority in good faith and without regard to the fact that such closing may occur; provided, however, that neither the Company nor any Subsidiary shall enter into any contracts or agreements, or otherwise agree, to sell or otherwise dispose of such Project or Projects; except that (1) the Company and each Subsidiary shall be authorized to consummate any transactions which were the subject of binding contractual obligations entered into prior to the commencement of such period, and (2) in the case of an exercise of the Buy-Sell Option with respect to all of the Projects or all of the Subsidiary Interests owned by the Company, in the event that during such period the non-acquiring Member fails to make a Project Capital Contribution for the acquisition of another Project that has been approved in advance by the Members, then the acquiring Member may, in addition to and without waiver of any and all other rights and remedies it may have under this Agreement, advance such Project Capital Contributions to the Company.
Operations in Pre-Closing Period. From the date of the Initiating Notice until the date the closing occurs under Sections 7.3(b) or 7.3(c), as applicable, or, if earlier, the date on which the Members agree not to proceed with such closing, the Company and the applicable Subsidiaries will continue to be operated in the ordinary course, as if the closing were not going to occur, the Members and the Manager will continue to have all power and authority granted in this Agreement (including the power to make distributions), and the Members and the Manager will exercise their power and authority in good faith and without regard to the fact that such closing may occur; provided, however, that, any Capital Contributions made by the non-acquiring Member to the Company during such period shall be added to and increase the B/S Distribution Amount otherwise payable to the non-acquiring Member (without double-counting for the adjustments specified in the definition of B/S Distribution Amount), and neither the Company nor any subsidiary shall enter into any contracts or agreements, or otherwise agree, to sell or otherwise dispose of any Properties; except that (1) the Company and each subsidiary shall be authorized to consummate any transactions which were the subject of binding contractual obligations entered into prior to the commencement of such period, and (2) in the event that during such period the selling Member fails to make a Capital Contribution for the acquisition of another Property that has been approved in advance by the Members, then the acquiring Member may, in addition to and without waiver of any and all other rights and remedies it may have under this Agreement, advance such Capital Contributions to the Company.
