Operating in Ordinary Course. The Selling Parties covenant that between the date hereof and the Closing Date, the Selling Parties will (A) operate the Business in a manner consistent with prior practice; (B) maintain the books of account and records in a manner consistent with prior practice; (C) use all commercially reasonable efforts to preserve intact the Business; (D) maintain the quality and condition of the Real Property and Tangible Personal Property in the same or better quality and condition as they are as of the date hereof; (E) keep available the services of the Business and preserve their relationships with suppliers and others having business dealings with them; (F) perform all obligations of such Selling Party under all Leases, Approvals, Contracts, Hotel Management Agreements and Existing License Agreements; (G) maintain the inventories of FF&E, Supplies, F&B and Retail Merchandise at levels maintained in the ordinary course of business; (H) use commercially reasonable efforts to maintain staffing at the Hotels at levels maintained in the ordinary course of business; (I) perform maintenance and repairs for the Property and Tangible Personal Property in the ordinary course of business; and (J) maintain insurance coverages consistent with Purchaser’s policies for its owned hotels. LodgeWorks will continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Properties, in a manner consistent with prior practice.
Operating in Ordinary Course. During the period from May 24, 2004 through the Initial Borrowing Date, the Borrower and its subsidiaries shall have been operated in the ordinary course (recognizing that certain changes in the way the Borrower and its subsidiaries operate may be required as a result of operating in a Chapter 11 proceeding) and there shall not have been sold any material assets of the Borrower and its subsidiaries other than in the ordinary course and consistent with past practice or as otherwise approved by the Administrative Agent and the Required Lenders.
Operating in Ordinary Course. Between the Effective Date and the Closing Date, Seller will (i) operate the Hotels in a manner consistent with prior practice; (ii) maintain the books of account and records in a manner consistent with prior practice; (iii) use all commercially reasonable efforts to preserve intact the business being conducted at the Hotels; (iv) maintain the quality and condition of the Real Property and Personal Property in the same or better quality and condition as they are as of the Effective Date; (v) keep available the services of the Hotel and preserve their relationships with suppliers and others having business dealings with them; (vi) perform all obligations of Seller under all Leases, Contracts, and Hotel Management Agreements; (vii) maintain the inventories of FF&E, Supplies, F&B and Retail Merchandise at levels maintained in the ordinary course of business at each of the Hotels; (viii) use commercially reasonable efforts to maintain staffing at each Hotel at levels maintained in the ordinary course of business at each such Hotel; (ix) perform maintenance and repairs for the Property and Personal Property in the ordinary course of business, so that the Property shall, except for ordinary wear and tear, be in substantially the same condition on the Closing Date as on the Contract Date; and (x) maintain insurance coverages consistent with Seller’s policies in existence as of the Effective Date. Seller will continue to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Hotels, in a manner consistent with prior practice.
Operating in Ordinary Course. Seller shall have operated the Business since August 20. 1997 in its normal and customary manner and shall not have made any changes in the policies or methods of operations without Buyer's prior written consent. There shall not have been any transfers of any assets of Seller subsequent to August 20, 1997, without Buyer's prior written consent.
Operating in Ordinary Course. Sellers covenant that between the date hereof and the Closing Date, Sellers shall and shall cause the Manager to (i) operate the Properties only in the usual, regular and ordinary manner consistent with Sellers’ prior practice, (ii) maintain the books of account and records in the usual, regular and ordinary manner, in accordance with Sellers’ accounting system, (iii) use all commercially reasonable efforts to preserve intact the present business organization, (iv) maintain the quality and condition of the Improvements and Tangible Personal Property in the same or better quality and condition as they are as of the date hereof, and (v) keep available the services of the present Manager and preserve their relationships with suppliers and others having business dealings with them. Sellers shall continue to make good faith efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Properties in generally the same manner as Sellers did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, Sellers shall not take any action or fail to take action the result of which would be to encourage any employees of Manager to terminate their employment prior to Closing or otherwise have a Property Material Adverse Effect or Portfolio Material Adverse Effect. Sellers may terminate or modify existing Operating Agreements and room agreements and enter into new Operating Agreements and room agreements on commercially reasonable terms only with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that no such consent shall be required in the case of an Operating Agreement or room agreement which is terminable without penalty on not more than thirty (30) days notice. If Purchaser fails to respond to a written request for consent within seven (7) days after receipt of such request, such consent shall be deemed given. Sellers shall provide Purchaser with copies of any such terminations and modifications, and new Operating Agreements and room agreements promptly after the execution thereof. Except in the ordinary course of business, Sellers shall not transfer to any third party or remove any FF&E from the Hotels after the date hereof, except for repair or replacement thereof with items of substantially similar quality. Sellers will not take any action which will adversely affect titl...
