Common use of Operation Until Closing Clause in Contracts

Operation Until Closing. Prior to and including the Closing Date, each party will operate the respective Restaurants in the ordinary course of business. PH and NPC will maintain the PH Assets and NPC Assets, respectively, with respect to the respective Restaurants in substantially the same condition (ordinary wear and tear excepted) as they were in on the date of this Agreement, except for (i) the respective Personal Property disposed of in the ordinary course of business consistent with the past operations of such Restaurant; provided, however, any such Personal Property must be replaced by similar assets of equal or greater value in like or better condition than those assets transferred or removed or (ii) the respective Personal Property transferred among the respective Restaurants that are subject to this Agreement. PH and NPC will only make capital improvements to the Restaurants that have been authorized as evidenced by a fully approved and executed CAPEX dated prior to the date of this Agreement. Notwithstanding the foregoing, PH and NPC will not perform any CAPEX work to their respective Restaurants that is otherwise scheduled to occur after the Closing Date. The damage or destruction of any Restaurant operated by either party before the Closing will not affect the other party's obligation to close the transactions contemplated by this Agreement. Subject to the requirements of any applicable Real Property Lease, the respective party shall proceed to repair the damage or, if such repair is not reasonably practicable in the opinion of such party prior to the closing date, then such party shall credit to the other party at the Closing an amount equal to the sum of the reasonable cost (as agreed by the parties) of repairing or restoring the damaged or destroyed restaurant to substantially the same condition as immediately before the damage or destruction.