Common use of Property Operating and Maintenance Clause in Contracts

Property Operating and Maintenance. The Transferor Company shall lease, manage, maintain and operate the Improvements in the ordinary course of business. Without limiting the generality of the foregoing, the Transferor Company shall perform all ordinary maintenance and repair of the mechanical, electrical and plumbing facilities and equipment within the Improvements so as to keep such facilities in good operating condition and repair, taking into account ordinary wear and tear; and to the extent any such facilities or equipment have heretofore been serviced under a Service Contract, the Transferor Company shall keep such Service Contracts in full force and effect up to Closing. For purposes hereof, the parties agree that the Transferor Company has retained or will retain the BRI Partnership or its affiliate (the "Management Company") as the manager for the Property pursuant to the Management Agreement attached hereto as Exhibit 7. The parties agree that the Management Agreement shall remain in effect until the expiration of the Earn Out Period and, until then, may not be modified, amended or terminated without the consent of both parties. Notwithstanding that the BRI Partnership is or will become the owner of the Management Company, until the expiration of the Earn Out Period, the Transferor Members shall have control over the activities of the Management Company and its personnel (including both on-site and managerial) with respect to the Property, including but not limited to, appointment, hiring, firing, supervision and compensation (both base and incentive, of personnel, operation, marketing, promotions and advertising, hours of operation and all other decisions as to the Property and its leasing and management; provided that such control shall be exercised in a commercially reasonable manner as compared with comparable properties in comparable locations. To facilitate this continued control, BRI Partnership agrees that Xxxxxxx Xxxxxxxx, currently a vice president of The Questar Management Company, shall remain employed by the Management Company until the expiration of the Earn Out Period, his principal place of employment shall remain at the principal regional office of the Transferor Company and he shall devote such efforts to the Property as the Transferor Members shall require. Notwithstanding the foregoing, if the employment agreement of Xxxxxxx X. Xxxx is terminated by BRI Partnership, then the Transferor Members at their option, may elect (a) to terminate the management agreement with BRI Partnership and either manage, lease and operate the Property on their own behalf or retain such other persons or entities to do so as they deem appropriate on substantially the same terms (including, but not limited to, the same management fee) as are provided in the management agreement with BRI Partnership, and (b) to attempt to recruit Xxxxxxx Xxxxxxxx as their full-time employee.

Property Operating and Maintenance. The Transferor Company shall lease, manage, maintain and operate the Improvements in the ordinary course of business. Without limiting the generality of the foregoing, the Transferor Company shall perform all ordinary maintenance and repair of the mechanical, electrical and plumbing facilities and equipment within the Improvements so as to keep such facilities in good operating condition and repair, taking into account ordinary wear and tear; and to the extent any such facilities or equipment have heretofore been serviced under a Service Contract, the Transferor Company shall keep such Service Contracts in full force and effect up to Closing. For purposes hereof, the parties agree that the Transferor Company has retained or will retain the BRI Partnership or its affiliate (the "Management Company") as the manager for the Property pursuant to the Management Agreement attached hereto as Exhibit 7. The parties agree that the Management Agreement shall remain in effect until the expiration of the Earn Out Period and, until then, may not be modified, amended or terminated without the consent of both parties. Notwithstanding that the BRI Partnership is or will become the owner of the Management Company, until the expiration of the Earn Out Period, the Transferor Members shall have control over the activities of the Management Company and its personnel (including both on-site and managerial) with respect to the Property, including but not limited to, appointment, hiring, firing, supervision and compensation (both base and incentive, of personnel, operation, marketing, promotions and advertising, hours of operation and all other decisions as to the Property and its leasing and management; provided that such control shall be exercised in a commercially reasonable manner as compared with comparable properties in comparable locations. To facilitate this continued control, BRI Partnership agrees that Xxxxxxx XxxxxxxxPatrick Connelly, currently a vice president currenxxx x xxxx xxxxxdent of The Questar Management Company, shall remain employed by the Management Company until the expiration of the Earn Out Period, his principal place of employment shall remain at the principal regional office of the Transferor Company and he shall devote such efforts to the Property as the Transferor Members shall require. Notwithstanding the foregoing, if the employment agreement of Xxxxxxx X. Xxxx Stephen M. Gorn is terminated by BRI Partnershiptermixxxxx xx XXX Xxrtnership, then the Transferor Members at their option, may elect (a) to terminate the management agreement with BRI Partnership and either manage, lease and operate the Property on their own behalf or retain such other persons or entities to do so as they deem appropriate on substantially the same terms (including, but not limited to, the same management fee) as are provided in the management agreement with BRI Partnership, and (b) to attempt to recruit Xxxxxxx Xxxxxxxx Patrick Connelly as their fulltheix xxxx-time employeexxxx xxxxoyee.