Common use of Operations in Pre-Closing Period Clause in Contracts

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 Marketing Initiating Notice is given until the date the last closing occurs under this Article 14 12 or, if earlier, the date on which the Members agree not to proceed with any such transaction pursuant to this Article 14closing, 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 closing may occur; provided, however, that, without the approval of both Members, 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, (iii) 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 Project Capital Contributions made by the selling Member to the Company during such period and a return thereon at seventeen percent (17%) per annum shall be added to and increase the price otherwise payable to the selling Member for its Membership Interest, and (iiiiv) neither the Company nor any Subsidiary shall enter into any contract contracts or agreements, or otherwise agree, to sell or otherwise dispose of any of the Projects except pursuant to this Article 14Projects; 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.