Ordinary Course Contracts Sample Clauses

Ordinary Course Contracts. The Contracts relating to the provision of services by the Company have been entered into in the Ordinary Course of Business and have been entered into without the commission of any act alone or in concert with any other Person, or any consideration having been paid or promised, that is or would be in violation of any Legal Requirement. Except as set forth in Part 3.17.6 of the Disclosure Letter, the Company has not entered into any Contract to sell, design or manufacture products by the Company.
Sample 1
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Ordinary Course Contracts. Except as set forth on Schedule 4.5, to Seller’s Knowledge, there are no (i) management, license, franchise, marketing or technical services agreements, (ii) service, supply, maintenance agreements, (iii) construction, capital improvement or similar contracts, (iv) lease agreements for the lease of Personal Property or for other property presently used for the operation of the Hotel, or (v) any leases or other occupancy agreements, in each case, which will be binding upon Hotel Owner or the Hotel Owner’s interest in the Hotel (or any portion thereof) following the Closing other than (i) Ordinary Course Contracts, (ii) the Ground Lease, (iii) the Collective Bargaining Agreement, (iv) the Replacement Management Agreement, (v) the Restated Operating Agreement, (vi) the Replacement Debt Documents, (vii) Immaterial Contracts, (viii) the Existing Loan Documents, (ix) the other Permitted Exceptions, (x) the Chatham Agreement, (xi) the Eastdil Agreement, (xii) the term sheet dated October 28, 2010 between Aareal Capital Corporation and Hotel Owner and (xiii) such agreements which are expressly permitted to be entered into hereunder. Except as set forth on Schedule 4.5, to Seller’s Knowledge, each of foregoing is in full force and effect and Seller has not received written notice of any alleged material breach that is continuing under, or any express intention of any counterparty to any of, the Ordinary Course Contracts (other than Immaterial Contracts), the Management Agreement, the Collective Bargaining Agreement, the Ground Lease, the Existing Loan Documents or the Organizational Documents, to cancel, terminate or exercise any remedies under the same, nor has Seller canceled, terminated or waived any rights under the foregoing, or caused Hotel Owner to cancel, terminate or waive any such rights, in each case (x) where such breach, cancellation, termination, waiver or exercise of remedies would have a Material Adverse Effect and (y) to the maximum extent of Seller’s authority to do (or cause to be done) the same pursuant to the terms of the Organizational Documents.
Sample 1

Related to Ordinary Course Contracts

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Adverse Contracts Neither the Borrower nor any Subsidiary is a party to any agreement or instrument or subject to any charter or other corporate restriction, nor is it subject to any judgment, decree or order of any court or governmental body, that may have a material and adverse effect on the business, assets, liabilities, financial condition, operations, or business prospects of the Borrower and its Subsidiaries taken as a whole or on the ability of the Borrower to perform its obligations under this Agreement or any Note. Neither the Borrower nor any Subsidiary has, nor with reasonable diligence should have had, knowledge of or notice that it is in default in the performance, observance or fulfillment of any of the obligations, covenants, or conditions contained in any such agreement, instrument, restriction, judgment, decree, or order.

  • Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Payables Pay when due in accordance with past practices all of its accounts payables and trade obligations;

  • Hedging Contracts No Restricted Person will be a party to or in any manner be liable on any Hedging Contract, except:

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Business in the Ordinary Course The Business shall be conducted solely in the ordinary course consistent with past practice.

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