Operation Before Closing Clause Samples

Operation Before Closing. From the date hereof until Closing, the Vendor shall operate the Property in accordance with its current management practices applicable to the Property.

Operation Before Closing. From the date hereof until Closing, the Vendor shall insure, repair, and maintain the Property in accordance with the management practices of a reasonably prudent owner of lands and buildings of a similar quality, type and size as the Property in British Columbia.

Operation Before Closing. ‌ (a) In the case of each Property, during the Agreement Period, the City shall be entitled to continue to operate (or cause the operation of) such Property in the ordinary course of business as a prudent owner, subject to the rights of any other Person pursuant to the Operating Agreements for such Property and recognizing the seasonal and interim/periodic nature of the Properties as well as the limitations arising in connection with the COVID-19 pandemic. (b) Notwithstanding Section 4.7(a), in the case of each Property, during the Agreement Period, the City shall not be entitled to enter into any new agreements or commitments of any kind or nature with respect to any Property (including without limitation, any new Event Bookings, Property Leases, Encumbrances that are agreements or other Operating Agreements) or amend, release, terminate or otherwise alter any existing Event Bookings, Property Leases, Encumbrances that are agreements or other Operating Agreements (any such new agreements or commitments or amendments, releases, terminations or other alterations, “Property Arrangements”) (save as permitted or required herein) except as follows: (i) in the case of any Property Arrangements not relating to or for the operation of a Property in the ordinary course of business, with the consent of HUPEG or the applicable HUPEG Entity, which consent may be granted or withheld in HUPEG’s, or the applicable HUPEG Entity’s, sole and unfettered discretion; and (ii) in the case of any Property Arrangements relating to or for the operation of a Property in the ordinary course of business, with the consent of HUPEG or the applicable HUPEG Entity, which consent shall not be unreasonably withheld, conditioned or delayed; provided that, notwithstanding the foregoing, no consent from HUPEG and/or the applicable HUPEG Entity will be required for or in respect of any Property Arrangements that: (A) are necessary for the purposes of safety; (B) are entered into by an agent on behalf of the City pursuant to an authority that was delegated or granted prior to the Execution Date (including pursuant to any Management Agreement) and which authority has been disclosed to HUPEG in the Property Information; (C) the City is bound to enter into pursuant to the terms of any existing Property Arrangements (provided the same are terminable on thirty (30) days’ notice or less; (D) that are entered into by ▇▇▇▇▇▇’s on behalf of the City, whether or not within the scope of its authority; or ...

Operation Before Closing. From the date hereof until Closing, Smart shall continue to operate, maintain and insure the Lands in the ordinary course of business having regard to the Lands’ size and location, in accordance with past practice, and shall carry out routine day-to-day repairs and maintenance.

Operation Before Closing. From the date hereof until Closing, the Sellers shall continue to insure, repair, operate and maintain the Owned Lands in accordance with the current management practices of the Sellers. From the Execution Date until the Due Diligence Date, the Sellers covenant and agree to forward all New Leases and New Contracts to the Buyer for its review (together with such supporting information as is then in the Sellers’ possession or control) but same shall not be subject to the Buyer’s prior written consent. During the Interim Period, all New Leases and New Contracts shall be subject to the prior written approval of the Buyer, which may be arbitrarily withheld and which shall be deemed not to have been given unless within five (5) Business Days immediately following the delivery to the Buyer of the Sellers’ request for the Buyer's approval, the Sellers receive written notice from the Buyer that the Buyer grants its approval. Notwithstanding anything to the contrary contained herein, the Sellers shall not be precluded from receiving a validly exercised option to extend or renew, provided it advises the Buyer forthwith with respect to same and provided that it does not agree to any reduced rent amount in respect of the extension/renewal term without the prior written consent of the Buyer, which consent shall not be unreasonably withheld.

Operation Before Closing. From the date hereof until Closing, the Vendor shall (a) insure, repair, operate and maintain the Property in accordance with the management practices of a reasonably prudent owner of properties of a similar quality, type and size as the Property in T▇▇▇▇▇▇, ▇▇▇▇▇▇▇, (b) promptly deliver to Purchaser copies of written default notices under Leases and Contracts, notices of lawsuits, notices of violations affecting the Subject Assets, any relevant expropriation, environmental, zoning or other land use regulation proceedings affecting the Property, and any notices of violations of any Applicable Laws and (c) not solicit, negotiate, or make or accept any offers to sell the Subject Assets.

Operation Before Closing. From the Execution Date until the Third Condition Date, the Vendor shall operate and maintain the Lands in accordance with its usual business and management practices as would a prudent owner and from and after the Third Condition Date until the Closing Date, the Vendor shall carry out construction of the Complex in a diligent manner as would a prudent developer.

Operation Before Closing. Until Closing, the Landlord will operate the Property substantially the same manner as it has prior to the date hereof and, in any event, in accordance with the terms of the existing triple net carefree Lease pursuant to which the Tenant is self-managing the Property. The Landlord shall not make capital improvements other than in the case of emergency or in connection with disclosed capital projects, if so required pursuant to the terms of the Lease. The Landlord shall not enter into any new leases with respect to any portion of the Property. The Landlord shall terminate all contracts (including non-arms length management or other agreements) at its expense (other than Permitted Encumbrances). The Landlord shall assign all warranties, guarantees and permits relating to the Property to Tenant to the extent assignable. If not assignable or require the consent of a third party to assign, the parties will use their commercially reasonable efforts to obtain such consent and Landlord will cooperate with Tenant to ensure that Tenant receives the benefit of any such unassigned warranties, guarantees or permits. The failure by Tenant to obtain any permits will not be a condition to the Landlord’s obligation to close the transaction and shall not entitled Landlord to terminate the PSA. Damage Before Closing Landlord assumes risk until Closing. Landlord shall not cause or consent to the demolition or alteration of any of the buildings, except as permitted under the Lease. In the event of damage to the building in excess of One Million Dollars ($1,000,000) before Closing, Tenant will have the option to either (i) proceed with Closing and collect the insurance proceeds or (ii) terminate the PSA with no further liability or obligation to either party. In the event of damage to the building less than or equal to One Million Dollars ($1,000,000), neither party will have a right to terminate but the Landlord shall have right to either (i) repair such losses at its expense or (ii) credit the Tenant in the amount of the cost of repair. Expropriation If a material portion of the Property valued in excess of $100,000 is expropriated prior to Closing, Tenant may either (a) take the damages awarded as compensation and complete the transaction or (b) not complete the transaction and terminate the PSA with no further liability or obligation to either party. Legal Fees / Real Estate Commission: Each party will be responsible for their own fees and costs (including legal fees) incur...

Operation Before Closing. Sellers covenant and agree that, until the Closing (unless Buyer shall otherwise approve in writing, unless otherwise expressly permitted by this Agreement, or unless required by a contract to which either Company is a party at the date hereof or by applicable law):