Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Except as otherwise agreed by the Parties, between the date of this Agreement and the Closing (or the sooner termination of this Agreement), Seller and its Subsidiaries shall conduct the Business in substantially the same manner as the Ordinary Course of Business during the period preceding the date of this Agreement; provided, however, all new customer contracts may be handled through joint venture, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) in the event the Closing does not occur on or before July 31, 2003, Seller may reduce the scope of its normal operations; and (y) in the event the Closing does not occur on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Date"), Seller shall no longer be required to conduct the Business in the Ordinary Course of Business (without limitation, Seller shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased to Buyer the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall not, without the prior consent of the Buyer, which shall not be unreasonably withheld:

Operations Pending Closing. Except as otherwise agreed by Seller, at its expense, shall use reasonable efforts to (a) maintain the Parties, between the date of this Agreement and Property until the Closing (or until the sooner termination of this Agreement), Seller and its Subsidiaries shall conduct the Business whichever is earlier, substantially in substantially the same manner condition as exists on the Ordinary Course 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 Business during the period preceding Leases (but without an obligation to file suit against any of the date Tenants). Seller shall deliver to Buyer a copy of this Agreement; 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, all new customer contracts may Buyer’s consent shall be handled through joint venture, teaming or similar agreements to be negotiated on a case by case basis between Seller and Buyer (any such customer contracts being referred to herein as "JV Contracts"); provided, however, that, (x) deemed granted in the event the Closing Buyer does not occur 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 before July 31prior to the Effective Date or is otherwise approved by Buyer in accordance with this Section 8, 2003or (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 may reduce shall promptly deliver to Buyer or make available to Buyer a true and complete copy of any item in (a) or (c), and the scope deal terms for any document described in (b) of its normal operations; and (y) in the event preceding sentence entered into by Seller after the Closing does not occur Effective Date. Notwithstanding the foregoing, at the request of Buyer made on or before the later of (I) August 31, 2003 or (II) 20 days after the Seller has finally resolved any comments made by the staff of the SEC with respect to the Seller Proxy Materials, but in no event later than September 20, 2003 (the date provided in this clause (y) being referred to as the "Outside Inspection Date"), Seller shall no longer terminate any Service Agreement designated by Buyer, as of the Closing Date. Any Service Agreements which Seller does not request be required to conduct the Business terminated as described in the Ordinary Course of Business (without limitation, Seller previous sentence shall have no further obligation to fund the Business), but, at Buyer's written request, Seller shall agree irrevocably to lease or cause to be leased assigned to Buyer at Closing, to the Acquired Equipment, Acquired Inventory, employees of Seller and other assets necessary to conduct the Business on a subcontracting basis, including performing the Assumed Contracts (with the Buyer receiving the revenue therefrom), all on terms reasonably agreed upon by the parties. Without limiting the generality of the foregoing, Seller and its Subsidiaries shall not, without the prior consent of the Buyer, which shall not be unreasonably withheld:extent such Service Agreements are assignable.