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.
Appears in 4 contracts
Samples: Operating Agreement (Inland Real Estate Corp), Operating Agreement (Inland Real Estate Corp), Operating Agreement (Inland Real Estate Corp)
Operations in Pre-Closing Period. From the date of an Offer Notice or a Buy-Sell Notice or an Election Notice any notice given under this Article 10, until the date on which the closing occurs under said sectionthe application Section of Article 10, 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; provided, and however, the Company shall not enter into any contracts or agreements, or otherwise agree, to sell or otherwise dispose of the PropertyPurchased Properties; 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.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Inland Retail Real Estate Trust Inc)