Leasing and Other Activities Prior to Closing Sample Clauses

Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall not permit the Company to enter into any Lease Transaction without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion.
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Leasing and Other Activities Prior to Closing. (a) During the term of this Agreement, Seller shall continue to enter into Lease Transactions which qualify under the requirements specified in Section 6.5(g) below. Seller shall not enter into any Lease Transaction which fails to meet the requirements of Section 6.5(g) (a “Non-Qualified Lease Transaction”) without Purchaser’s prior written consent, which consent may be given or withheld in Purchaser’s sole discretion. If Seller gives Purchaser a Lease Proposal Notice for a Non-Qualified Lease Transaction and Purchaser does not notify Seller in writing of its disapproval within five (5) Business Days, Purchaser shall be deemed to have approved such Non-Qualified Lease Transaction.
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Leasing and Other Activities Prior to Closing. (a) Seller shall not, from and after the Execution Date, enter into amendments, modifications, extensions, renewals or terminations of any existing Leases, Property Contracts or any Person’s employment compensation or benefits in any manner (unless, in the case of the Property Contracts, doing so is in the ordinary course of operating the Property and consistent with past practice and either (i) the aggregate liability of Seller thereunder does not exceed $100,000 or (ii) any such Property Contract will be cancelable by Purchaser following the Closing Date on sixty (60) days’ notice or less without penalty or premium) or enter into any new lease or contract (other than any commitments or reservations for the use of any guest rooms, meeting rooms, banquet facilities, convention facilities or other facilities in the Hotel scheduled to occur on or after the Closing (together with the rent and/or other considerations, if any, owed by guests, tenants, licensees or concessionaires, the “Bookings”) and consistent with this Agreement and past practice); in each case that would affect the Property after the Closing Date, without the written consent of Purchaser, which consent shall not be unreasonably withheld or delayed. Notwithstanding anything to the contrary herein, Seller may enter into new leases, contracts and purchase orders (or terminate any of the foregoing) without Purchaser’s consent if (A) doing so is in the ordinary course of operating the Property and (B) one of the following is satisfied: (i) the contract will not be binding on Purchaser, or (ii) the contract is cancelable by Purchaser following the Closing Date on sixty (60) days’ or less notice without penalty or premium, or (iii) the aggregate liability of Seller thereunder does not exceed $100,000. In addition, but subject to the last sentence of this Section 4.3(a), within thirty (30) days following the Execution Date, Seller shall deliver such termination notices as Purchaser may request in writing, in order to terminate those Property Contracts or other similar contract not referenced in the immediately preceding sentence that Purchaser does not desire to take assignment of at Closing, to the extent that such Property Contracts are then terminable in accordance with their respective terms. Nothing contained in this Agreement will require Seller to (a) obtain the consent of Purchaser for Property Contracts or Leases that Manager (as defined below) is authorized to enter into without Seller’s c...
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Leasing and Other Activities Prior to Closing. (a) Commencing on the date of this Agreement and continuing until the date that is two (2) Business Days prior to the expiration of the Study Period, Seller may not enter into new leases of space in the Real Property or any amendments, expansions or renewals of the Leases, or accept the termination of any Lease except upon the expiration of the scheduled term thereunder, without, in each case, obtaining the prior written consent of Purchaser, which shall not be unreasonably withheld. Commencing two (2) Business Days prior to the end of the Study Period, Seller shall not enter into any new leases or any amendments, expansions or renewals or terminations of the Leases without Purchaser’s approval which approval Purchaser may withhold in its sole discretion. Seller shall deliver to Purchaser either a copy of any lease or modification that it intends to enter into or a summary of the proposed terms thereof indicating the name of the tenant, location and size of the premises, the term of the lease (and any extension options), rent, landlord’s construction obligation or construction contribution, free rent period, base amounts for tax and operating escalations and any expansion options. Purchaser’s approval under this Section 3.4 shall be deemed granted if not denied within five (5) Business Days after Purchaser’s receipt of such form of lease (or modification) or summary thereof with specific reasons therefor.
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Leasing and Other Activities Prior to Closing. (a) Sellers shall provide Purchaser with prompt notice of any Lease Transaction that occurs between the Effective Date and the commencement of the Restricted Period. Except for any transaction with any affiliate of any Seller and any Material Lease Transaction, Purchaser shall have no right to approve any such activities that are entered into in the normal course of Sellers’ business before the commencement of the Restricted Period. No Seller shall enter into any Material Lease Transaction without Purchaser’s prior written consent, which consent shall not be unreasonably withheld or delayed. In addition, during the Restricted Period for each Property, the applicable Seller may not enter into any Lease Transaction without Purchaser’s prior written consent, which consent may not be unreasonably withheld or delayed. When seeking any required consent from Purchaser, Sellers shall provide Purchaser with a Lease Proposal Notice. Purchaser agrees to undertake commercially reasonable efforts to review the Lease Proposal Notice and to notify Seller in writing of its approval or disapproval within five
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Leasing and Other Activities Prior to Closing. (a) Prior to the Closing Date, Sellers shall not permit Owner to enter into any Lease Transaction without Purchaser’s prior written consent, provided such consent is not unreasonably withheld or delayed. When seeking such consent from Purchaser, Sellers’ Representative shall provide Purchaser with a Lease Proposal Notice and, if Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within five (5) Business Days, Sellers’ Representative shall provide Purchaser with a second copy of the Lease Proposal Notice. If Purchaser does not notify Sellers’ Representative in writing of its approval or disapproval within five (5) Business Days of Purchaser’s receipt of the second copy of the Lease Proposal Notice, Purchaser shall be deemed to have disapproved the transaction described in such notice. If Purchaser disapproves or is deemed to have disapproved such request, then Purchaser promptly upon written request from Sellers’ Representative shall specify in writing the reasons for such disapproval.
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Leasing and Other Activities Prior to Closing. (a) At all times prior to Closing, Seller shall: (i) (a) maintain the Property as it existed on the Effective Date, except for reasonable wear and tear and casualty damage; (b) use the Property in the same manner as it was used on the Effective Date; and (c) not encumber, transfer, or dispose of any of the Property, except to sell inventory, replace equipment, and use supplies in the normal course of operating the Property, and (ii) promptly give Purchaser a reasonably detailed written notice of: (1) any fire, flood or other material adverse change with respect to the Property of which Seller obtains actual knowledge; (2) any actual or proposed condemnation (or proceeding in lieu thereof) of which Seller obtains actual knowledge; (3) any written notice received by Seller claiming that the Property or the use and operation thereof fails to comply with any Legal Requirements; and (4) any written notice received by Seller concerning any pending or threatened litigation or administrative proceeding affecting the Property. If Seller becomes aware during the term of this Agreement of any matters that render any of its representations or warranties untrue, Seller shall promptly disclose such matters to Purchaser in writing.
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Leasing and Other Activities Prior to Closing 
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Related to Leasing and Other Activities Prior to Closing

  • Voting and Other Action Neither PFPC Trust nor its nominee shall vote any of the securities held pursuant to this Agreement by or for the account of the Fund, except in accordance with Written Instructions. PFPC Trust, directly or through the use of another entity, shall execute in blank and promptly deliver all notices, proxies and proxy soliciting materials received by PFPC Trust as custodian of the Property to the registered holder of such securities. If the registered holder is not the Fund, then Written Instructions or Oral Instructions must designate the person who owns such securities.

  • Waiver and Other Action This Agreement may be amended, modified or supplemented only by a written instrument executed by the parties against which enforcement of the amendment, modification or supplement is sought.

  • Agreements and Other Documents As of the Closing Date, each Credit Party has provided to Agent or its counsel, on behalf of Lenders, accurate and complete copies (or summaries) of all of the following agreements or documents to which it is subject and each of which is listed in Schedule 5.17: supply agreements and purchase agreements not terminable by such Credit Party within sixty (60) days following written notice issued by such Credit Party and involving transactions in excess of $1,000,000 per annum; leases of Equipment having a remaining term of one year or longer and requiring aggregate rental and other payments in excess of $500,000 per annum; licenses and permits held by the Credit Parties, the absence of which could reasonably be expected to have a Material Adverse Effect; instruments and documents evidencing any Indebtedness or Guaranteed Indebtedness of such Credit Party and any Lien granted by such Credit Party with respect thereto; and instruments and agreements evidencing the issuance of any equity securities, warrants, rights or options to purchase equity securities of such Credit Party.

  • Financing Statements and Other Actions; Defense of Title Each Grantor hereby authorizes the Administrative Agent to file, and if reasonably requested will execute and deliver to the Administrative Agent, all financing statements describing the Collateral owned by such Grantor and other documents and take such other actions as may from time to time reasonably be requested by the Administrative Agent in order to maintain a first perfected security interest in and, if applicable, Control of, the Collateral owned by such Grantor, subject to Liens permitted under Section 6.15 of the Credit Agreement (except to the extent permitted therein); provided, that nothing herein shall be deemed to constitute an agreement to subordinated any of the Liens of the Administrative Agent under the Loan Documents to any Liens otherwise permitted under Section 6.15 of the Credit Agreement. Such financing statements may describe the Collateral in the same manner as described herein or may contain an indication or description of collateral that describes such property in any other manner as the Administrative Agent may determine, in its sole discretion, is necessary, advisable or prudent to ensure that the perfection of the security interest in the Collateral granted to the Administrative Agent herein, including, without limitation, describing such property as "all assets" or "all personal property, whether now owned or hereafter acquired." Each Grantor will take any and all actions necessary to defend title to the Collateral owned by such Grantor against all persons and to defend the security interest of the Administrative Agent in such Collateral and the priority thereof against any Lien not expressly permitted hereunder.

  • Permits and Other Operating Rights The Company and each Subsidiary has all such valid and sufficient certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company or any Subsidiary or any of its properties, as are necessary for the ownership, operation and maintenance of its businesses and properties, as presently conducted and as proposed to be conducted while the Notes are outstanding, subject to exceptions and deficiencies which, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect, and such certificates of convenience and necessity, franchises, licenses, permits, operating rights and other authorizations from federal, state, foreign, regional, municipal and other local regulatory bodies or administrative agencies or other governmental bodies having jurisdiction over the Company, any Subsidiary or any of its properties are free from restrictions or conditions which, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect, and neither the Company nor any Subsidiary is in violation of any thereof in any material respect.

  • Regulatory and Other Approvals Seller will (a) proceed diligently and in good faith and use its best efforts, as promptly as practicable, to obtain all consents, approvals or actions of, to make all filings with and to give all notices to Governmental Authorities or any other Person required of Seller, including without limitation any consents required with respect to Seller’s interests in Assumed Contracts, to consummate the transactions contemplated hereby and by the Related Agreements, (b) provide such other information and communications to such Governmental Authorities or other Persons as Buyer or such Governmental Authorities or other Persons may reasonably request in connection therewith and (c) cooperate with Buyer as promptly as practicable in obtaining all consents, approvals or actions of, making all filings with and giving all notices to Governmental Authorities or other Persons required of Buyer to consummate the transactions contemplated hereby and by the Related Agreements. Seller will provide prompt notification to Buyer when any such consent, approval, action, filing or notice referred to in clause (a) above is obtained, taken, made or given, as applicable, and will advise Buyer of any communications (and, unless precluded by Law, provide copies of any such communications that are in writing) with any Governmental Authority or other Person regarding any of the transactions contemplated by this Agreement or any of the Related Agreements. Seller knows of no reason relating to Seller why the approvals, consents or waivers of governmental authorities required to complete the transactions contemplated hereby will not be obtained in a timely manner.

  • Contracts and Other Agreements Property Manager shall maintain at the Records Office one original (or a copy, if no original is available) of all contracts, occupancy leases, lease abstracts, tenant income certifications, equipment leases, maintenance agreements and all other agreements relating to the Property.

  • Regulatory and Other Authorizations Each party hereto shall use its commercially reasonable efforts to obtain all authorizations, consents, orders and approvals of any Governmental Authority that may be or become necessary for its execution and delivery of, and the performance of its obligations pursuant to, this Agreement and will cooperate fully with the other party in promptly seeking to obtain all such authorizations, consents, orders and approvals.

  • Compliance with Laws and Other Instruments The execution, delivery and performance by Parent and/or Acquisition Corp. of the Merger Documents and the other agreements to be made by Parent or Acquisition Corp. pursuant to or in connection with the Merger Documents and the consummation by Parent and/or Acquisition Corp. of the transactions contemplated by the Merger Documents will not cause Parent and/or Acquisition Corp. to violate or contravene (a) any provision of law, (b) any rule or regulation of any agency or government, (c) any order, judgment or decree of any court or (d) any provision of their respective charters or By-laws as amended and in effect on and as of the Closing Date and will not violate or be in conflict with, result in a breach of or constitute (with or without notice or lapse of time, or both) a default under any material indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or contract to which Parent or Acquisition Corp. is a party or by which Parent and/or Acquisition Corp. or any of their respective properties is bound.

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