Seller shall. (i) use the Purchased Assets only for the operation of the Station; (ii) maintain the Purchased Assets in substantially their present condition (reasonable wear and tear in normal use and damage due to unavoidable casualty excepted); (iii) replace and/or repair the Purchased Assets as necessary in the ordinary course of business; (iv) maintain all inventories of supplies, tubes and spare parts at levels at least equivalent to those existing on the date of this Agreement; and (v) promptly give Buyer written notice of any unusual or materially adverse developments with respect to the Purchased Assets or the business or operations of the Station.
Seller shall. 2.2.1. If a defect occurs, either (i) repair the defective FRU or (ii) replace said FRU with a new or refurbished FRU. Any item replaced will be deemed to be on an exchange basis, and any item retained by Seller through replacement will become the property of Seller.
Seller shall. (a) substantially complete the installation of the facilities required for the connection of the Plant to the Grid in accordance with the terms of the Connection Agreement and the Grid Code; and
Seller shall. (a) design and engineer in a first-class workmanlike manner the Suspended Theater® Attraction in accordance with industry standards, and procure the Dark Ride Attraction, for the Site based upon the Site characteristics, attraction size, capacity and other ride system design technical specifications set forth in Appendix A, which may be modified from time to time with the mutual agreement of the parties in writing and signed by both parties (collectively, the “Agreed Specifications”);
Seller shall. (a) refrain from making any sale, lease, transfer or other disposition of any of the Station Assets having a value in excess of $10,000 in the aggregate, other than in the normal course of business at fair market value in connection with replacements of equal or greater value without the prior approval of Buyers, which approval will not be unreasonably withheld;
Seller shall. 1. Upon execution of this Escrow Agreement, deposit with Escrow Agent this Escrow Agreement, signed by all parties above, the Termination Agreement with Village, fully executed by Seller and the Mutual Release by Seller and Village, fully executed by Seller and all guarantors as identified in the Termination Agreement.
Seller shall. (a) during the Contract Period operate, manage and maintain the Property in the ordinary course of Seller’s business, and substantially in accordance with present practices; (b) during the Contract Period, promptly following receipt give Buyer a copy of any notice received from any governmental entity with respect to the Property; and (c) during the Contract Period, negotiate in good faith in order to cause the delivery of possession of the Property at Closing, extended as the case may be, to Buyer free and clear of all leases and other agreements relating to possession of the Property and parties in occupancy pursuant thereto. ARTICLE 5 CONDITION OF TITLE 5.1
Seller shall. A. Deposit in an escrow designated by the City, a Grant Deed suitable for recordation and conveying from Seller to City, fee simple title to the Property. Seller shall convey to City good and clear title to the Property, free and clear of all liens, leases, encumbrances, assessments and taxes. Seller shall deposit the Grant Deed into escrow on or before September 9, 2020. Seller shall be responsible for payment of all property taxes, assessments and liens, if any, up to the Close of Escrow. The Grant Deed shall be delivered to City upon Close of Escrow.
