Service Contracts and Equipment Leases. Any amounts prepaid -------------------------------------- or payable under any Service Contracts or Equipment Leases which the Operating Partnership has elected to assume shall be prorated at the date of the Final Closing as of the date of the Final Closing with the Asset Entity obligated for all sums accrued prior to the Adjustment Time and the Operating Partnership obligated for all sums accrued after the Adjustment Time.
Service Contracts and Equipment Leases. Amounts paid under any assumed Service Contracts and Equipment Leases shall be prorated on the basis of the charge or premium for the period involved.
Service Contracts and Equipment Leases. Manager is authorized to negotiate and enter into by and on behalf of Owner and at Owner's expense, all contracts and equipment leases as are required in the ordinary course of business for the management, operation, maintenance, and leasing of the Property for which the total amount payable is Ten Thousand Dollars ($10,000) or less, and the term of which does not exceed one (1) year. All other contracts and equipment leases shall be subject to the prior approval of Owner. Manager shall not enter into any contracts or equipment leases with any affiliate except upon terms that would be obtained in contracts negotiated at arm’s length with an unrelated third-party, or upon terms which are more favorable to Owner than an arm’s length contract. Notwithstanding the foregoing, Manager is authorized to enter into any contract in an emergency which is immediately necessary for the preservation or safety of the Property or persons, or which is required to avoid suspension of necessary services to the Property, without the prior written consent of Owner; provided, however, that Manager shall use reasonable efforts to contact and secure the prior approval of Owner if Manager, in its reasonable discretion, estimates that any such emergency expenditure may exceed Ten Thousand Dollars ($10,000).
Service Contracts and Equipment Leases. There are no Service Contracts, including without limitation Equipment Leases, which will affect the Property in any material respect after the Closing Date except as set forth on Schedule 1.1(e)-1(a), Schedule 1.1(e)-1(b), Schedule 1.1(e)-2(a), Schedule 1.1(e)-2(b), or Service Contracts entered into after the Effective Date which Seller is permitted to enter into under the terms of this Agreement. No Service Contracts, including without limitation Equipment Leases, have been amended except as set forth in said Schedules or as otherwise permitted pursuant to this Agreement. As of the Effective Date and the Closing Date, no written notice of material default has been delivered by Seller or Manager or, to Seller’s knowledge, received by Seller or Manager with respect to any Service Contracts or Equipment Leases that, to Seller’s knowledge, remain uncured. The copies of Service Contracts and Equipment Leases made available to Purchaser by Seller are true and complete in all material respects.
Service Contracts and Equipment Leases. A list of all service contracts and equipment leases relating to the operation and management of the Property is attached hereto as Exhibit B as a part hereof (the “Contracts”). Except as noted in Exhibit B, Purchaser shall not be obligated to assume responsibility for or to pay any sums due at Closing attributable to the Contracts unless Purchaser elects during the Investigation Period by written notice to Seller to assume such Contracts at Closing, in either of which events, such Contracts shall be assigned to and assumed by Purchaser at Closing. Seller agrees, at Seller’s expense, to cancel all Contracts which are not to be assumed by Purchaser as of the Closing Date. All prepayments made or payments due under any of the Contracts to be assigned to Purchaser shall be prorated as of the Closing Date.
Service Contracts and Equipment Leases. To Seller’s knowledge, there are no Service Contracts or Equipment Leases which will affect the Property after the Closing Date except as set forth on the Schedule 1.1(e)-1 and Schedule 1.1(e)-2, respectively, and no Service Contracts or Equipment Leases have been amended except as set forth in said Schedules. To Seller’s knowledge, no uncured written notice of default has been delivered by Seller or received by Seller with respect to any Service Contracts or Equipment Leases. To Seller’s Knowledge, the copies of Service Contracts and Equipment Leases delivered or made available to Purchaser by Seller are true and complete.
Service Contracts and Equipment Leases. Operator is authorized to make and enter into for the account of Owner all contracts and equipment leases as are required in the ordinary course of business for the operation, maintenance, and service of the Property and to pay the same when due; provided however, Operator shall be required to obtain the prior written consent of Owner before entering into any contract or equipment lease for the account of Owner in which (i) the total amount payable exceeds $5,000 or (ii) the term exceeds one (1) year, unless such contract or lease is made under circumstances which shall reasonably be considered to constitute an emergency. Notwithstanding the foregoing, Operator shall use its best efforts to contact and secure prior approval of Owner in the event any such emergency expenditure should be likely to exceed $5,000.
Service Contracts and Equipment Leases. On the Closing Date, the Contracts approved by Purchaser during the Due Diligence Period shall be assigned by Seller and assumed by Purchaser as of the Closing Date pursuant to the “Assignment and Assumption” (as described in Section 8.3.4), with Seller being responsible for the payment of any fee or other charge imposed by any party to any such Contract in connection with such transfer. Notwithstanding the foregoing, on or before the termination of the Due Diligence Period, Purchaser shall identify in writing to Seller (i) which Contracts it agrees to assume, and (ii) any Contracts it does not agree to assume, and Seller shall terminate such disapproved Contracts at its sole cost and expense as of a date which is not later than thirty (30) days after the Closing Date. If the costs of such termination are not paid by Seller prior to the Closing Date, Seller shall use the proceeds of the Purchase Price to pay the same, and shall instruct the Escrow Agent to deliver such costs to the appropriate party at Closing. With respect to any Contract that Purchaser agrees to assume, it shall be a condition to such assumption that at least five (5) Business Days prior to the Closing Date, Seller will obtain and deliver to Purchaser written statements from the other party to such Contract which demonstrate to Purchaser’s satisfaction that (i) all payments under such Contract are current and that there are no charges owed, and (ii) Purchaser shall not be responsible for the payment of any charges, penalties or other costs relating to damage, destruction or loss under any such Contract, or a breach or violation of the terms of such Contract that occurred or became due prior to the Closing Date, and Seller agrees to pay the same upon five (5) days written demand by Purchaser or equipment lessor. Notwithstanding anything to the contrary, Purchaser shall not be responsible for the obligations under any Contract (including any equipment lease) that it does not expressly approve in writing during the Due Diligence Period and assume in the Assignment and Assumption.
Service Contracts and Equipment Leases. There are no material Service Contracts, including without limitation Equipment Leases, which will affect the Property after the Closing Date except (i) as set forth on Schedule 1.1(e)-1 or Schedule 1.1(e)-2 or (ii) Service Contracts entered into after the Effective Date which Seller is permitted to enter into under the terms of this Agreement and has disclosed by written notice to Purchaser, and provided true, correct and complete copies of, to Purchaser at least five (5) business days prior to the Closing Date. No material Service Contracts, including without limitation Equipment Leases, have been amended in any material respect except (i) as set forth in said Schedules or (ii) as otherwise permitted pursuant to this Agreement to be amended after the Effective Date and disclosed to Purchaser (along with true, correct and complete copies thereof). As of the Effective Date and the Closing Date, no written notice of material default has been delivered by Seller or received by Seller with respect to any Service Contracts or Equipment Leases that remains uncured (and to Seller’s knowledge, no party is in default in any material respect under any material Service Contract or Equipment Lease). The copies of Service Contracts and Equipment Leases made available to Purchaser by Seller are true, correct and complete in all material respects as to each Service Contract or Equipment Lease. For purposes of this Section 5.1(e), a “material” Service Contract is a Service Contract that is reasonably likely to require payments in excess of $25,000.00 in any 12 month period or is not terminable on 3 months notice or less.
Service Contracts and Equipment Leases. Any amounts prepaid or payable under any Service Contracts or equipment leases shall be prorated at the Closing as of the date of Closing, with Seller obligated for all sums accrued on or prior to 11:59 p.m. on the day preceding Closing and Purchaser obligated for all sums accrued after 11:59 p.m. on the day preceding Closing.
