Operations Pending Closing. From the date hereof through the Closing Date, Seller agrees as follows:
Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modi...
Operations Pending Closing. Contributing Party agrees that from the date of this Agreement to the Closing:
Operations Pending Closing. In order to ensure the continued operations of the Company and to insure the ongoing business operations of the Company, immediately upon execution of this Agreement, Catalyst shall have the right, but not the obligation, to designate the chief financial officer and a director of the Company. Said designee shall have the rights to manage the Company’s financial operations, contractual commitments, funding and banking requirements.
Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to (a) maintain the Property until the Closing or until the termination of this Agreement, whichever is earlier, substantially in the same condition as exists on the Effective Date, and subject to ordinary wear and tear, damage by fire or other casualty and condemnation excepted; and (b) to comply, in all material respects, with, and to enforce, all of the Leases (but without an obligation to file suit against any of the Tenants). Seller shall deliver to Buyer a copy of any written notice of default delivered by Seller to any Tenant from and after the Effective Date. After the Effective Date, without Buyer’s consent, which consent shall not be unreasonably withheld (provided, however, Buyer’s consent shall be deemed granted in the event Buyer does not object in writing thereto within five (5) days after Seller requests such consent from Buyer), Seller will not enter into any (a) contract for service to the Property unless it is terminable without penalty on no more than thirty (30) days written notice (except that Seller may enter into any such contract in response to any condition or event which would, in Seller’s good faith determination, endanger the safety or integrity of the Improvements, provided that Buyer shall have no obligation to assume any such contract unless Buyer approves of such contract in writing), or (b) any new lease or any modification, amendment, restatement, termination, or renewal of any Lease except for non-binding letters of understanding, certificates, punch lists and other documents expressly and specifically contemplated by the applicable Lease, provided such Lease was either in effect on or prior to the Effective Date or is otherwise approved by Buyer in accordance with this Section 8, or (c) any agreement pursuant to which Buyer shall be required to pay a leasing brokerage commission to either or both of Seller and a third party in connection with any new lease or the amendment of any Lease in effect on the Effective Date, if such amendment either renews and extends the term of the Lease in effect on the Effective Date or expands the leased premises under such Lease in effect on the Effective Date. Seller shall promptly deliver to Buyer or make available to Buyer a true and complete copy of any item in (a) or (c), and the deal terms for any document described in (b) of the preceding sentence entered into by Seller after the Effective Date. Notwithstanding the foregoing, at ...
Operations Pending Closing. From and after the date hereof, through and including the Closing Date, Seller agrees as follows (each of which covenants is a condition to Purchaser’s obligations to close under this Agreement and must be satisfied by Seller or waived by Purchaser in writing prior to Closing):
Operations Pending Closing. Between the date hereof and the Closing, except as (a) set forth in this Agreement, (b) contemplated by the applicable subsection of Schedule 5.01, or (c) required by applicable Law or the regulations or requirements of any regulatory organization applicable to the Seller or the LIN Companies, as the case may be, unless Buyer otherwise consents in writing which request for consent shall be directed to and promptly considered in accordance with the terms and conditions of this Section 5.01 by Buyer and which consent shall (i) not be unreasonably withheld, conditioned or delayed in the case of clauses (c), (e), (f), (g), (h), (i), (l), (n), (r), (s), (t), (u) or (w), and (ii) which may otherwise be withheld in Buyer’s sole discretion, the Lin Companies shall, and Seller shall use commercially reasonable efforts to cause the LIN Companies, prior to the Merger Closing, to and Seller shall, following the Merger Closing and prior to the Closing:
Operations Pending Closing. The Seller hereby agrees that, except as set forth on Schedule 5.1 or as consented to in writing by the Buyer, pending the Closing, the Seller will operate and conduct its business in the ordinary course consistent with past practice. Pursuant thereto and not in limitation of the foregoing:
Operations Pending Closing. 20 (a) Access to Station.............................................. 20 (b)
Operations Pending Closing. Subsequent to the date of this Agreement and prior to the Closing Date, Seller shall cause the Business to be operated in the ordinary course, consistent with past practice. Until and including the Closing Date, Seller shall use its best efforts to cause the Business to maintain its insurance coverage and its books, accounts and records in the usual manner in a basis consistent with current practice and to comply in all material respects with all laws, ordinances and regulations of governmental authorities applicable to the Business.
