Interim Provisions. 6.1 Assets to be Maintained in Proper Manner Possession of the Assets shall not pass to the Purchaser until after Closing on the Closing Date. The Seller shall maintain the Assets on behalf of the Purchaser in a proper and prudent manner in accordance with good oil field practice and the Regulations until Closing. The Seller shall maintain insurance respecting the Assets until the Closing Date. 6.2 Seller as Agent (a) Insofar as the Seller maintains the Assets and takes actions with respect thereto on behalf of the Purchaser pursuant to this Article, the Seller shall be deemed to have been the agent of the Purchaser hereunder. The Purchaser ratifies all actions which the Seller takes or refrains from taking pursuant to the terms of this Article, with the intention that all such actions shall be deemed to be those of the Purchaser; (b) The Purchaser shall indemnify the Seller and its directors, officers, servants, agents, consultants or employees against all liabilities, losses, costs (including legal costs on a solicitor-client basis), claims or damages which the Seller or its directors, officers, servants, agents, consultants or employees may suffer or incur as a result of maintaining the Assets as the agent of the Purchaser pursuant to this Article, insofar as such liabilities, losses, costs, claims or damages are not a direct result of the gross negligence or willful misconduct of the Seller or its directors, officers, servants, agents, consultants or employees. An action or omission of the Seller or its directors, officers, servants, agents, consultants or employees shall not be regarded as gross negligence or willful misconduct, however, to the extent it was done or omitted to be done in accordance with the instructions of or with the concurrence of the Purchaser. 6.3 Restrictions on Conduct of Business While acting as agent for the Purchaser pursuant to this Article, the Seller shall not, without the prior written consent of the Purchaser: (a) voluntarily assume any obligation or commitment with respect to the Assets, where the Seller's share of the expenditure associated with such obligation or commitment is estimated to exceed $5,000.00; (b) surrender or abandon any of the Assets; (c) resign, or agree to resign as Operator of Assets; (d) amend any agreement or enter into any new agreement respecting the Assets; (e) propose any operation with respect to the Assets or initiate the exercise of any right arising as a result of the ownership of the Assets; (f) sell, transfer or otherwise dispose of the Assets, or any of them, except as may be required by the Seller to comply with its obligations respecting any preferential rights, as provided in Article 3; or (g) grant a security interest or any encumbrance with respect to any of the Assets. However, the Seller may assume such obligations or commitments and propose or initiate such operations or exercise any such right or option without the prior consent of the Purchaser, if the Seller reasonably determines that such expenditures or actions are necessary for the protection of life or property, in which case the Seller shall promptly notify the Purchaser of such intention or actions and the Seller's estimate of the costs and expenses associated therewith.
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Interim Provisions. 6.1 Assets to be Maintained The following provisions of this paragraph shall apply in Proper Manner Possession respect of the Assets periods from the Completion Date until the date of completion of the assignment or transfer of each of the Leases (or grant of an Underlease) where Consent is required.
5.1 Subject as hereinafter provided, as from the Completion Date the Purchaser shall not pass be fully liable for (and shall indemnify the Vendor against):
5.1.1 the observance and performance of all the covenants, agreements, obligations and conditions contained or referred to in the Ancillary Property Agreements and in each of them (as if the Purchaser were the contracting party thereunder);
5.1.2 the observance and performance of all the tenant’s covenants and conditions contained or referred to in the Leases and in each of them (as if the Purchaser were the tenant thereunder);
5.1.3 the observance and performance of all the landlord’s covenants and conditions contained or referred to in the Franchise Underleases and in each of them (as if the Purchaser were the landlord thereunder); and
5.1.4 all third party public and employer’s liability costs, claims, liabilities and damages whatsoever arising directly or indirectly as a result of any occupation of the Properties and/or the use of them (save to the extent that such costs, claims, liabilities and damages arise as a result of any act or default of the Vendor or its servants and agents). and subject to paragraph 5.3 the Purchaser shall be entitled to all income from the Properties but shall be responsible for (and shall indemnify the Vendor against) all Property Payments (apportioned with effect from the Effective Date on a day to day basis) payable under or pursuant to the Leases (and the Ancillary Property Agreements as the case may be) and each of them or otherwise in respect of the Properties.
5.2 The Vendor and the Purchaser shall after Completion authorise each of the tenants under the Franchise Underleases to pay all Property Receipts due under or pursuant to the Franchise Underleases into a designated deposit account in the name of the Vendor (the “Designated Rent Account”) until the relevant Disposal Date and the following provisions shall apply:
5.2.1 the Vendor shall on Completion pay into the Designated Rent Account any Property Receipts (including arrears) paid to the Vendor in respect of the period from the Effective Date by any of the tenants under the Franchise Underleases (except to the extent that such Property Receipts have been used to pay the equivalent Property Payments under the Relevant Lease);
5.2.2 the Vendor shall also pay into the Designated Rent Account any Property Receipts received after Closing the Effective Date to the extent that such sums relate to a period or periods after the Effective Date;
5.2.3 the Purchaser shall pay into the Designated Rent Account any Property Receipts received by the Purchaser to the extent that such sums relate to a period or periods after the Effective Date and shall pay to the Vendor any Property Receipts received by the Purchaser to the extent that such sums relate to a period up to and including the Effective Date;
5.2.4 on the Closing Date. The Seller date which is five Business Days before any Property Payments shall maintain be due and payable under each Lease the Assets on behalf Purchaser shall pay into the Designated Rent Account out of its own resources an amount equal to any shortfall between the amount paid into the Designated Rent Account in respect of the Purchaser in a proper and prudent manner in accordance with good oil field practice Relevant Franchise Underlease and the Regulations until Closing. The Seller shall maintain insurance respecting amount or amounts of all Property Payments in respect of the Assets until relevant Lease and/or the Closing Date.
6.2 Seller as Agentrelevant Ancillary property Agreement Provided that
(a) Insofar the Vendor issues an invoice to each Franchise Underlessee where the rent is due under the relevant franchise Underlease on the same date as the Seller maintains the Assets and takes actions with respect thereto on behalf of the Purchaser pursuant to this Article, the Seller shall be deemed to have been the agent of the Purchaser hereunder. The Purchaser ratifies all actions which the Seller takes or refrains from taking pursuant Relevant Lease at least twenty Business Days prior to the terms due date of this Article, with any payment which is due under any Franchise Underlease (or forthwith following Completion if the intention that all period between Completion and the due date of any such actions shall be deemed payment is less than twenty Business Days) and where the rent is due under the relevant Franchise Underlease is payable one month prior to be those the date it is due under the Relevant Lease at least five Business Days prior to the due date of payment under the Relevant Franchise Underlease (or forthwith following Completion if the period between Completion and the due date of any such payment is less than five Business Days) and promptly sends a copy of such invoice to the Purchaser;
(b) The Purchaser shall indemnify immediately following the Seller and its directors, officers, servants, agents, consultants or employees against all liabilities, losses, costs (including legal costs on a solicitorissue of an invoice specified in sub-client basis), claims or damages which the Seller or its directors, officers, servants, agents, consultants or employees may suffer or incur as a result of maintaining the Assets as the agent of the Purchaser pursuant to this Article, insofar as such liabilities, losses, costs, claims or damages are not a direct result of the gross negligence or willful misconduct of the Seller or its directors, officers, servants, agents, consultants or employees. An action or omission of the Seller or its directors, officers, servants, agents, consultants or employees shall not be regarded as gross negligence or willful misconduct, however, to the extent it was done or omitted to be done in accordance with the instructions of or with the concurrence of the Purchaser.
6.3 Restrictions on Conduct of Business While acting as agent for the Purchaser pursuant to this Article, the Seller shall not, without the prior written consent of the Purchaser:
paragraph (a) voluntarily assume any obligation or commitment with respect of this paragraph 5.2.4 the Vendor will assign to the Assets, where Purchaser the Seller's share right to collect the debt referred to in such invoice and the right to threaten forfeiture proceedings for breach of the expenditure associated with such obligation or commitment is estimated to exceed $5,000.00;
(b) surrender or abandon any of the Assetscovenant; and;
(c) resignif reasonably requested by the Purchaser the Vendor will take steps to forfeit any relevant Franchise Underlease or to distrain where there are arrears due from such Franchise Underlessee;
5.2.5 the Vendor shall discharge Property Payments from the Designated Rent Account;
5.2.6 to the extent that any sum or sums attributable to any Franchise Underlease (a “Surplus”) remains in the Designated Rent Account after the full amount required to pay all sums due under the Relevant Lease has been paid as provided in paragraph 5.2.4 the Surplus shall be paid or repaid (as the case may be) to the Purchaser; and
5.2.7 as between the Vendor and the Purchaser the Vendor shall have no liability to pay or discharge any amounts due under or pursuant to any of the Leases save to the extent that the amount required to be paid or discharged has been paid into the Designated Rent Account and the Purchaser and the Vendor shall indemnify each other in respect of any breach of their obligations under this Clause.
5.3 Subject to the provisions of paragraph 5.2.4 the Purchaser hereby irrevocably appoints the Vendor as its agent exclusively to manage each of the Properties from the Completion Date until the relevant Disposal Date and prior to the Disposal Date of any Lease the Vendor shall be entitled to retain the 5% difference between the rent payable under the Relevant Franchise Underlease and the rent payable under the Relevant Lease by way of management charge.
5.4 The Purchaser will notify the Vendor where the Purchaser is aware of any material breach by a Franchise Underlessee of the terms of any Franchise Underlease.
5.5 Until completion of the assignments or transfers of the Leases in the Approved Form this Agreement shall not operate or be deemed to operate as a demise of any of the Properties nor shall the Purchaser have or be entitled to any estate, right, title or interest in any of the Properties.
5.6 Notwithstanding the provisions of this paragraph 5 the Vendor shall not vary, surrender or agree to resign as Operator vary or surrender the Leases; make any application under the Leases (except in relation to the Consents); agree or enter into negotiations to agree the rent under the Leases on any review of Assets;
(d) amend that rent under the Leases; serve any agreement notices upon the Reversioners or enter into any new agreement respecting the Assets;
(e) propose any operation with respect document supplemental to the Assets Leases without the Purchaser’s consent (which shall not be unreasonably withheld or initiate delayed).
5.7 The Vendor shall promptly send a copy to the exercise Purchaser of any right arising as a result of the ownership of the Assets;
(f) sell, transfer notice or otherwise dispose of the Assets, or any of them, except as may be required other material communication received by the Seller to comply with its obligations respecting any preferential rights, as provided Vendor in Article 3; or
(g) grant a security interest or any encumbrance with respect to of any of the Assets. HoweverLeases.
5.8 The Vendor shall promptly supply to the Purchaser copies of all invoices, demands, notices, accounts and other communications received or sent by the Seller may assume such obligations Vendor in connection with the Leases or commitments and propose or initiate such operations or exercise any such right or option without the prior consent Franchise Underlease.
5.9 The Vendor will use reasonable endeavours to procure that the Designated Rent Account is transferred from the sole name of the Purchaser, if Vendor to the Seller reasonably determines that such expenditures or actions are necessary for joint names of the protection of life or property, in which case the Seller shall promptly notify Vendor and the Purchaser and until such time as that transfer takes place the Vendor will within 3 Business Days of such intention or actions any request from the Purchaser provide a statement showing all Property Receipts and the Seller's estimate of relevant Franchise Underleases to which they relate and all Property Payments and the costs and expenses associated therewithrelevant Leases to which they relate.
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