Activities Prior to Closing. (a) (i) Seller shall not, from and after the Execution Date, enter into amendments, modifications, extensions, renewals or terminations of any existing Property Contracts, agreements related to Bookings, the Leases or the Union Contract (except for Property Contracts which may be entered into to the extent set forth in clause (ii) below, modifications to existing Bookings so long as such Bookings remain at market rates and terms and cancellations of Bookings at any guest’s request) or enter into any new lease or contract (other than reservations for the use of any guest rooms that are in the ordinary course of business and at market rates and terms, and including any commitments or reservations for the use of any meeting rooms, banquet facilities, convention facilities or other facilities in the Hotel-Related Units in the ordinary course of business and on market rates and terms; reservations for the use of any guest rooms and commitments or reservations for the use of any meeting rooms, banquet facilities, convention facilities or other facilities in the Hotel-Related Units, together with the rent and/or other considerations, if any, owed by guests, tenants, licensees or concessionaires for such use, the “Bookings”), in each case that would affect the Property after the Closing Date.
Activities Prior to Closing. From and after the time that the Electing Member delivers the Election Notice or the Offeror Member serves a Buy/Sell Notice to the date of closing of a purchase pursuant to this ARTICLE VII, the Members shall continue to have all rights and obligations as are set forth in this Agreement as if the election to proceed under this ARTICLE VII had not occurred; provided, however, that (a) to the extent that either Member funds any monies to the Company, such amounts, together with any Preferred Return accruing thereon, shall be added to the amounts which would be distributed to such Member under the accountant’s Purchase Price Notice, and (b) if IHP or its nominee is to be the buyer pursuant to this ARTICLE VII, then IHP shall have the right to designate a Replacement Manager.
Activities Prior to Closing. (a) OPERATION OF THE COMPANY. From the date hereof to the Closing Date, except to the extent that Purchaser shall consent in writing, Company shall operate its business in such a manner as would be the ordinary course of business consistent with recent past practice. Without limiting the generality of the foregoing, Company shall:
Activities Prior to Closing. Prior to the Closing, Seller shall:
Activities Prior to Closing. Seller covenants and agrees that from and after the execution and delivery of this Agreement to and including the Closing Date:
Activities Prior to Closing. From and after the time that the Electing Member delivers the Election Notice or the Offeror Member serves a Buy/Sell Notice to the date of closing of a purchase pursuant to this ARTICLE VII, the Members shall continue to have all rights and obligations as are set forth in this Agreement as if the election to proceed under this ARTICLE VII had not occurred; provided, however, that (a) to the extent that either Member funds any monies to the Company, such amounts, together with any Preferred Return accruing thereon, shall be added to the amounts which would be distributed to such Member under the accountant’s Purchase Price Notice, (b) the Purchase Price shall be adjusted to reflect all cash in accounts of the Company on the Closing Date, if not previously taken into account in computing the Purchase Price or taken into account in subsection (a) above, and (c) if IHP or its nominee is to be the buyer pursuant to this ARTICLE VII, then IHP shall have the right to designate a Replacement Manager.
Activities Prior to Closing. (a) Seller shall not enter into any new service or management contracts for the Property or modifications, renewals or terminations of any existing service or management contracts that would be binding on Purchaser after Closing, without the prior written consent of Purchaser, which consent may be granted or withheld in Purchaser’s reasonable discretion. If Purchaser does not notify Seller in writing of its disapproval within five (5) Business Days after receipt of written notice thereof from Seller, Purchaser shall be deemed to have approved of such requested action. Seller shall terminate, prior to the expiration of the term of the Seller Lease, all service or management contracts for the Property that Purchaser does not specifically pre-approve in writing, in Purchaser’s reasonable discretion, prior to Closing, which obligation shall survive the Closing.
Activities Prior to Closing. Except as described in Disclosure Schedule 4.9, none of the following events has occurred with respect to any Group Company prior to the Closing:
Activities Prior to Closing. (c) Compensation/Payments to Employees The Company will continue to accrue on its monthly Financial Statements one-twelfth of the expected bonuses to be paid to employees at year end. The Company will terminate the arrangements listed on Schedule 3.12I and 3.12J, and all costs associated with such termination will be on the Closing Liability Schedule, and will reduce the Company Value in calculating the Merger Consideration. At Closing, bonuses in the amounts listed on Schedule 6.2(h) will be paid to the persons listed thereon and any amounts in excess of $1,000,000 will be reflected on the Closing Liability Schedule. The Company will continue making payments under, or accruing amounts on its financial statements, to the extent required under the Plans listed on Schedule 3.12 and the employment agreements listed on Schedule 3.14 (e), (f) and (m) Capital Expenditure The Company has purchased a used machine tool for $199,500 which is currently being used in the normal course of business.
Activities Prior to Closing. Between the date hereof and the Closing Date, Southland shall continue to conduct its business at the Purchased Service Centers and the Austin Service Centers and use the Purchased Service Center Assets, the Austin Service Center Assets and Intellectual Property in the ordinary and usual course of business and consistent with past practice.
