Common use of Operation Before Closing Clause in Contracts

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 (E) do not include any terms, provisions or consequences that will be binding upon the applicable HUPEG Entity upon the applicable Closing. If the City enters into any Property Arrangements during the Agreement Period, it shall notify HUPEG and deliver a complete copy thereof; provided that, without derogating from the foregoing, if the City intends to enter into any Property Arrangements (other than through a designated authority described in (B) above) that will constitute Operating Agreements that remain in effect on the applicable Closing Date and do not require consent from HUPEG and/or the applicable HUPEG Entity, the City shall use commercially reasonable efforts to notify HUPEG in advance of doing so. Any Property Arrangements that are entered into during the Agreement Period in compliance with this Section 4.7(b) (other than those described in the foregoing clause (D) hereof) shall be assigned to and assumed by the applicable HUPEG Entity as Permitted Encumbrances or Operating Agreements, as the case may be. Any Property Arrangements entered into during the Agreement Period in contravention of this Section 4.7(b) shall be deemed to be (and treated for all purposes of this Agreement as) Undisclosed Operating Agreements.