Management of Property (i) Each Individual Property will be managed at all times by the applicable Manager pursuant to a Management Agreement unless terminated as herein provided. Subject to Section 5.1(I), each Borrower and Operating Lessee shall comply with the terms of and enforce its rights under the Management Agreement in all material respects. The Management Agreement shall be terminated by Borrowers or Operating Lessee, at Lender’s request, upon thirty (30) days prior written notice to Borrowers, Operating Lessee and the applicable Manager (i) upon the occurrence of an Event of Default, (ii) if the applicable Manager commits any act which would permit termination by any Borrower or Operating Lessee under the Management Agreement and/or any applicable Franchise Agreement, (iii) the applicable Manager commits any act which constitutes an act of fraud, material misrepresentation, intentional misrepresentation, gross negligence, willful misconduct, misappropriation of funds, or intentional physical waste of any Individual Property, or (iv) Borrower changes the Manager or Franchisor of an Individual Property without prior written consent of Lender (except as otherwise permitted hereunder). If a manager is terminated pursuant hereto, or the Management Agreement is otherwise terminated by Manager pursuant to the terms contained therein, Borrowers and Operating Lessee shall promptly seek to appoint a replacement manager acceptable to Lender in Lender’s discretion, and Borrowers’ or Operating Lessee’s failure to appoint an acceptable manager within thirty (30) days after Lender’s request of Borrowers to terminate the Management Agreement or other termination of the Management Agreement shall constitute an immediate Event of Default. Borrowers or Operating Lessee may from time to time appoint a successor manager to manage an Individual Property, which successor manager shall be approved in writing by Lender in Lender’s discretion. Notwithstanding the foregoing, any successor manager selected hereunder by Lender, any Borrower or Operating Lessee to serve as Manager (a) shall be either (1) the Remington Manager provided, that the Remington Manager shall manage the applicable Individual Property pursuant to the terms of the master management agreement by and among the Borrowers and the Remington Manager, or (2) a reputable management company having at least seven (7) years’ experience in the management of commercial properties with similar uses as the Individual Properties and in the jurisdiction in which the Individual Properties are located and (ii) shall not be paid management fees in excess of fees which are market fees for comparable managers of comparable properties in the same geographic area.
Title and Liens Except for Seller Liens to be released at Closing, to Seller’s knowledge, Seller has good and marketable fee simple absolute title to the Real Property, subject only to the Permitted Exceptions. Except for the FF&E subject to the FF&E Leases and any applicable Permitted Exceptions, to Seller’s knowledge, Seller has good and marketable title to the Personal Property, free and clear of all liens, claims, encumbrances or other rights whatsoever (other than the Seller Liens which must be released at Closing), and there are no other liens, claims, encumbrances or other rights pending or of which any Seller Party has received notice or which are otherwise known to any Seller Party related to any other Personal Property.
Protection of Property Seller assumes, and shall ensure that all subcontractors thereof and their respective employees assume, the risk of loss or destruction of or damage to any property of such parties whether owned, hired, rented, borrowed or otherwise, brought to a facility owned or controlled by Buyer or Buyer’s customer. Seller waives, and shall ensure that any subcontractor thereof and their respective employees waive, all rights of recovery against Buyer, its subsidiaries and their respective directors, officers, employees and agents for any such loss, destruction or damage. At all times Seller shall, and ensure that any subcontractor thereof shall, use suitable precautions to prevent damage to Buyer's property. If any such property is damaged by the fault or negligence of Seller or any subcontractor thereof, Seller shall, at no cost to Buyer, promptly and equitably reimburse Buyer for such damage or repair or otherwise make good such property to Buyer’s satisfaction. If Seller fails to do so, Buyer may do so and recover from Seller the cost thereof.
Title and Risk 6.1 The risk in the Goods shall pass to the Customer on completion of delivery.
Operation of Property To continue to operate the Property consistent with past practices.
Title and Ownership Contractor warrants and represents that it has (i) full ownership, clear title free of all liens, or (ii) the right to transfer or deliver specified license rights to any Products acquired by Authorized User under this Contract. Contractor shall be solely liable for any costs of acquisition associated therewith. Contractor shall indemnify Authorized Users and hold Authorized Users harmless from any damages and liabilities (including reasonable attorneys’ fees and costs) awarded by a court of competent jurisdiction arising from any breach of Contractor’s warranties as set forth herein.
Operation of Properties The Borrower will and will cause each Subsidiary to operate its Properties or cause such Properties to be operated in a careful and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements.
Ownership of Property; Liens Each of the Borrower and each Subsidiary has good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of its business, except for such defects in title as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. The property of the Borrower and its Subsidiaries is subject to no Liens, other than Liens permitted by Section 7.01.
Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.
