Operation, Maintenance and Repair in Ordinary Course of Business Sample Clauses

Operation, Maintenance and Repair in Ordinary Course of Business. From the date of this Agreement until the Closing or earlier termination of this Agreement, the Seller shall conduct the Business in the Ordinary Course of Business, including, without limitation, (i) performing maintenance and repairs for the Assets in the Ordinary Course of Business, (ii) maintaining insurance coverage consistent with the Seller’s risk management policies in place as of the date hereof, and (iii) maintaining the Consumables at a level that is consistent with Par Consumables Level (as defined below). As used herein, “Par Consumables Level” means, with respect to each category of Consumables, the greater of (1) the amount of Consumables maintained by the Business, and/or located at the Real Property, in the ordinary course of the day to day operation of the Business, in accordance with its current operating budget and in a manner which does not materially vary from the policies, practices and procedures which have characterized its operation during the twelve (12) months preceding the Effective Date or (2) the standard amount of Consumables maintained in the ordinary course of the operation of businesses of like quality and size to this Business.
Sample 1
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Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, the Seller and/or its Affiliates shall conduct the Businesses in the Ordinary Course of Business, including, without limitation, (i) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Businesses and (ii) maintaining insurance coverage consistent with the Seller’s risk management policies in place as of the date hereof.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until Closing or earlier termination of this Agreement, Seller shall conduct the operations of the Property in the Ordinary Course of Business including, without limitation, (i) performing maintenance and repairs to the Property and the Assets in the Ordinary Course of Business; (ii) maintaining insurance coverage consistent with Seller’s risk management policies in place as of the date hereof; and (iii) replacing and/or repairing Personal Property in the Ordinary Course of Business. Seller shall maintain the Assets in accordance with the Ordinary Course of Business (such obligation to include the maintenance of Seller’s casualty and liability insurance policies in the Ordinary Course of Business), subject to reasonable wear and tear and further subject to destruction by casualty or eminent domain. Purchaser shall have the right to inspect the Assets prior to Closing to determine if any Seller has breached the covenants of such Seller in this Section 6.3.1. Seller in all material respects shall comply with the terms conditions and requirements under the Facility Contracts, Tenant Leases, and Licenses and Permits, and shall continue to make all payments due thereunder prior to delinquency (whether or not Purchaser shall assume the same). Seller shall not sell, remove or otherwise dispose of any Assets other than the removal or disposal of worn out or obsolete Personal Property in the Ordinary Course of Business.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until Closing or earlier termination of this Agreement, the business associated with the Property shall be conducted in the ordinary course of business including (i) performing maintenance and repairs in the ordinary course of business and making capital improvements to the Real Property in accordance with Seller’s existing capital improvement plan; and (ii) maintaining insurance coverage consistent with risk management policies in place as of the date hereof; and (iii) replacing and/or repairing Personal Property in the ordinary course of business. Seller shall maintain the Property and maintain adequate supplies and inventory in accordance with the ordinary course of business, subject to reasonable wear and tear and further subject to destruction by casualty or eminent domain. Seller shall comply in all material respects with the terms conditions and requirements applicable to them under the Contracts, Tenant Leases, and Licenses and Permits, and shall continue to make all payments due thereunder prior to delinquency (whether or not Purchaser shall assume the same). Seller shall not sell, remove or otherwise dispose of any items of Personal Property other than in the ordinary course of business. For all purposes hereof, the phrase “ordinary course of business” shall mean the ordinary course of business consistent with past custom and practice of Seller (including with respect to maintaining a sufficient supply of inventory).
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall use commercially-reasonable efforts to cause Managers to: (a) conduct the Businesses in the Ordinary Course of Business subject to and in accordance with the terms of the Management Agreements; (b) maintain the Assets in the condition in which they exist as of the Effective Date, normal wear and tear excepted, free and clear from Encumbrances except for those listed on Schedule 6.3.1 hereof and by this reference incorporated herein; (c) not commit any waste regarding the Assets; and (d) maintain all fire, extended coverage, and public liability insurance policies otherwise existing on the Effective Date and which directly pertain to the Assets. From and after the expiration of the Due Diligence Period until the Closing or earlier termination of this Agreement, whichever occurs first, Sellers shall use commercially reasonable efforts to not, and to not permit Managers to, take any of the following actions without Purchaser’s prior written consent, which consent, in each case, shall not be unreasonably withheld, conditioned, or delayed by Purchaser: (x) fail to pay all taxes and special assessments levied against or incurred in connection with the ownership and/or operation of the Assets, insofar as the same become due and payable; (y) enter into any transaction with respect to or affecting the Assets which would materially and adversely affect or bind Purchaser from and after the Closing (for the sake of clarification, a Lifestyle Sale Event does not qualify as such a transaction); and (z) enter into, amend, waive any rights under, terminate, or extend any Tenant Lease. Notwithstanding the foregoing, beginning on the date that is ten (10) days prior to the end of the Due Diligence Period, the Sellers consent and agree that they shall not materially revise the terms of the Management Agreements or the Head Leases without Purchaser’s consent, which consent shall not be unreasonably withheld.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the date of this Agreement until the Closing or earlier termination of this Agreement, each Seller shall (i) operate, manage and maintain the Assets and conduct the Business in the Ordinary Course of Business, (ii) maintain and repair the Assets in the Ordinary Course of Business, (iii) maintain insurance coverage consistent with such Seller’s risk management policies in place as of the date hereof, and (iii) maintain the Consumables, the Other Inventory, the M&E and the Watercraft Fleet at levels that are consistent with Par Level (as defined below). As used herein, “Par Level” means, with respect to each category of Consumables, the Other Inventory, the M&E and the Watercraft Fleet, as applicable, the amount of Consumables, the Other Inventory, the M&E and the Watercraft Fleet, as applicable, maintained by the Business, and/or located at the Real Property, in the ordinary course of the day to day operation of the Business, in accordance with its current operating budget and in a manner which does not materially vary from the policies, practices and procedures which have characterized its operation during the twelve (12) months preceding the Effective Date.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until the Closing or earlier termination of this Agreement, the Seller shall cause the Company and its Subsidiaries to conduct the Businesses in the Ordinary Course of Business, including, without limitation: (a) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Business; (b) maintaining insurance coverage consistent with the risk management policies of the Company and its Subsidiaries in place as of the Effective Date; (c) replacing and/or repairing tangible Assets in the Ordinary Course of Business; and (d) maintaining levels of inventory and levels of supplies used or useful in the operation of the Businesses at levels consistent with the operation of the Businesses in the Ordinary Course of Business.
Sample 1
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Operation, Maintenance and Repair in Ordinary Course of Business. From the date of this Agreement until the Skylift Closing with respect to the conduct of the Skylift Business, or the Closing with respect to the Cypress Business, as the case may be, or earlier termination of this Agreement, the Seller shall conduct the Businesses in the Ordinary Course of Business, including, without limitation, (i) performing maintenance and repairs and making capital improvements to the Real Property and Improvements in the Ordinary Course of Business; and (ii) maintaining insurance coverage consistent with the Seller’s risk management policies in place as of the date hereof; and (iii) replacing and/or repairing Personal Property in the Ordinary Course of Business. The Seller will use diligent reasonable commercial efforts to preserve intact the Businesses, organization and Assets of the Seller, to keep available the services of the employees of the Seller and to preserve the goodwill of the suppliers and others having business relations with the Seller.
Sample 1
Operation, Maintenance and Repair in Ordinary Course of Business. From the Effective Date until Closing or earlier termination of this Agreement, Seller shall conduct the Business in the Ordinary Course of Business, subject to and in accordance with the Current Lease, as follows (a) performing maintenance and repairs and making capital improvements to the Real Property in the Ordinary Course of Business; and (b) maintaining insurance coverage consistent with Seller’s risk management policies in place as of the Effective Date; and (c) replacing and/or repairing the Personal Property and the SSL Riverview Personal Property in the Ordinary Course of Business. Crossings at Riverview shall maintain the Assets and the SSL Riverview Assets and maintain adequate supplies and inventory in accordance with the Ordinary Course of Business (such obligation to include the maintenance of Seller’s casualty and liability insurance policies in the Ordinary Course of Business), subject to reasonable wear and tear and further subject to destruction by casualty or eminent domain. Purchaser shall have the right to inspect the Assets and SSL Riverview Assets prior to Closing to determine if Seller has breached its covenants in this Section 6.3.1.Seller shall in all material respects comply with the terms conditions and requirements under the Contracts, Facility Leases, and Licenses and Permits, and shall continue to make all payments due thereunder prior to delinquency (whether or not Purchaser shall assume the same). Seller shall not sell, remove or otherwise dispose of any Assets or SSL Riverview Assets other than in the Ordinary Course of Business.
Sample 1

Related to Operation, Maintenance and Repair in Ordinary Course of Business

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Maintenance and Repair (a) Except for any Alterations that Tenant is permitted to make pursuant to this Lease, Tenant shall at all times put, keep and maintain the Leased Premises (including, without limitation, the roof, landscaping, walls, footings, foundations and structural components of the Leased Premises) in the same (or better) condition and order of repair as exists as of the Commencement Date, except for ordinary wear and tear, and shall promptly make all repairs and replacements of every kind and nature, whether foreseen or unforeseen, which may be required to be made upon or in connection with the Leased Premises in order to keep and maintain the Leased Premises in the order and condition required by this Paragraph 11(a). Tenant shall do or cause others to do all shoring of the Leased Premises or of foundations and walls of the Improvements and every other act necessary or appropriate for preservation and safety thereof, by reason of or in connection with any excavation or other building operation upon any of the Leased Premises, whether or not Landlord shall, by reason of any Legal Requirements or Insurance Requirements, be required to take such action or be liable for failure to do so. LANDLORD SHALL NOT BE REQUIRED TO MAKE ANY REPAIR, WHETHER FORESEEN OR UNFORESEEN, OR TO MAINTAIN ANY OF THE LEASED PREMISES IN ANY WAY, AND TENANT HEREBY EXPRESSLY WAIVES THE RIGHT TO MAKE REPAIRS AT THE EXPENSE OF THE LANDLORD, WHICH RIGHT MAY BE PROVIDED FOR IN ANY LAW NOW OR HEREAFTER IN EFFECT. Nothing in the preceding sentence shall be deemed to preclude Tenant from being entitled to insurance proceeds or condemnation awards for Restoration pursuant to Paragraphs 13(c) and 14(g). Tenant shall, in all events, make all repairs for which it is responsible hereunder promptly (but in any event shall commence actions to initiate such repairs as quickly as possible after the date Tenant becomes aware that such repairs are necessary, or, in the event of a Restoration pursuant to Paragraph 13(c) or 14(g), within sixty (60) days of the date insurance proceeds or a condemnation award has been paid to the Trustee (it being understood that Tenant shall take such steps as are reasonably necessary to protect and preserve the integrity and safety of the Leased Premises pending such payment) and shall diligently pursue such repairs to completion), and all repairs shall be made in a good, proper and workmanlike manner.

  • Maintenance and Repairs 7.1 Tenant shall, at its expense, throughout the Term and all renewals and extensions thereof, maintain in good order, condition and repair the Premises, including but not limited to heating and air conditioning equipment, walls, floors and ceilings, window exteriors, mechanical and electrical systems and equipment exclusively serving the Premises, electric light fixtures, bulbs, tubes and tube casings, doors, floor coverings, dock doors, levelers, plumbing system and plumbing fixtures, Tenant’s signs and utility facilities not maintained by Landlord. Landlord shall use reasonable efforts to extend to Tenant the benefit from warranties on such items, if any, that have been made by Landlord’s contractors or vendors and to extend to Tenant, as and if available, any bulk buying power that Landlord may have with such contractors or vendors. If any portion of the Premises or any system or equipment in the Premises which Tenant is obligated to repair cannot be fully repaired, Tenant shall promptly replace the same, regardless of whether the benefit of such replacement extends beyond the Term. Tenant shall, at Tenant’s expense, maintain a preventive maintenance contract providing for the regular inspection (at least quarterly) and maintenance of the heating and air conditioning system by a licensed and qualified heating and air conditioning contractor, or Tenant shall perform such HVAC inspection and maintenance with duly licensed and qualified employee. The cost of such preventive maintenance contract shall be paid by Tenant and an expense solely chargeable to Tenant; but if Landlord so elects, same may be billed directly by Landlord to Tenant where Landlord on Tenant’s behalf enters into such preventive maintenance contract and in such case shall be deemed Additional Rent (Landlord alone may so elect whether to enter into such preventive maintenance contract on Tenant’s behalf). Landlord shall have the right, upon notice to Tenant, to undertake the responsibility for preventive maintenance of any other system or component at Tenant’s expense. Tenant shall be responsible for janitorial services and trash removal from the Premises, at Tenant’s expense. Landlord and Tenant intend that, at all times during the Term, Tenant shall maintain the Premises in good order and condition and appearances reasonably commensurate with the balance of the Property. All of Tenant’s obligations to maintain and repair shall be accomplished at Tenant’s sole expense. If Tenant fails to maintain and repair the Premises as required by this Section, Landlord may, on 10 days’ prior written notice (except that no notice shall be required in case of emergency), enter the Premises and perform such maintenance or repair on behalf of Tenant; provided such entry is made in compliance with Applicable Laws, including but not limited to, the Marijuana code. In such cases, Tenant shall reimburse Landlord immediately upon demand for all costs incurred in performing such maintenance or repair plus an administration fee equal to 5% of such actual and reasonable costs or expenses.

  • TENANT’S MAINTENANCE AND REPAIR Tenant at its sole expense shall comply with all applicable laws and governmental regulations governing the Premises and make all repairs necessary to keep the Premises in the condition as existed on the Commencement Date (or on any later date that the improvements may have been installed), excepting ordinary wear and tear, including without limitation the electrical and mechanical systems, any air conditioning, ventilating or heating equipment which serves the Premises, all walls, glass, windows, doors, door closures, hardware, fixtures, electrical, plumbing, fire extinguisher equipment and other equipment. Any damage or deterioration of the Premises shall not be deemed ordinary wear and tear if the same could have been prevented by good maintenance practices by Tenant. As part of its maintenance obligations hereunder, Tenant shall, at Landlord’s request, provide Landlord with copies of all maintenance schedules, reports and notices prepared by, for or on behalf of Tenant. Tenant shall obtain preventive maintenance contracts from a licensed heating and air conditioning contractor to provide for regular inspection and maintenance of the heating, ventilating and air conditioning systems servicing the Premises, all subject to Landlord’s approval. All repairs shall be at least equal in quality to the original work, shall be made only by a licensed contractor approved in writing in advance by Landlord (which approval shall not be unreasonably withheld), and shall be made only at the time or times approved by Landlord. Any contractor utilized by Tenant shall be subject to Landlord’s standard requirements for contractors, as modified from time to time. Landlord shall have the right at all times (upon at least 24 hours’ prior notice) to inspect Tenant’s maintenance of all equipment (including without limitation air conditioning, ventilating and heating equipment), and may impose reasonable restrictions and requirements with respect to repairs, as provided in Section 7.3, and the provisions of Section 7.4 shall apply to all repairs. Alternatively, Landlord may elect to make any repair or maintenance required hereunder on behalf of Tenant and at Tenant’s expense, and Tenant shall promptly reimburse Landlord for all costs incurred upon submission of an invoice. Notwithstanding anything to the contrary contained in this Section 7.1, in the event Tenant’s obligation for compliance with all applicable laws and governmental regulations, or making repairs, results in a capital improvement on Tenant’s part (or Tenant’s being obligated to reimburse Landlord for a capital improvement), Tenant shall only be responsible for the amortized cost of such capital improvement (amortized at a market cost of funds as reasonably determined by Landlord) over the useful life of such improvements during the Term (except in the event obligation for any such capital improvement is required due to Tenant’s particular use of the Premises, in which case Tenant shall be fully responsible for the entire cost and installation of such capital improvement).

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • LANDLORD’S MAINTENANCE AND REPAIR Subject to Section 7.1 and Article XI, Landlord shall maintain in good operating condition and repair all parts of the Premises that are not Tenant’s obligation under Section 7.1 and all areas outside of the Premises including, without limitation, all portions and elements of the roof (including sky lights and related seals), foundations, footings, the exterior surfaces of the exterior walls of the Building (including exterior glass and doors), structural walls, passenger and freight elevators and the structural, life/safety, electrical and mechanical systems (except for HVAC systems and equipment) in or serving the Building, except that Tenant at its expense shall make all repairs which Landlord deems reasonably necessary as a result of the act or negligence of Tenant, its agents, employees, invitees, subtenants or contractors. Landlord shall have the right to employ or designate any reputable person or firm, including any employee or agent of Landlord or any of Landlord’s affiliates or divisions, to perform any service, repair or maintenance function. Landlord need not make any other improvements or repairs except as specifically required under this Lease, and nothing contained in this Section shall limit Landlord’s right to reimbursement from Tenant for reasonable maintenance, repair costs and replacement costs as provided elsewhere in this Lease (but subject to any limitations therein provided). Tenant understands that it shall not make repairs at Landlord’s expense or by rental offset. Tenant further understands that Landlord shall not be required to make any repairs to the roof, foundations, footings, the exterior surfaces of the exterior walls of the Building (excluding exterior glass), or structural, electrical or mechanical systems unless and until Tenant has notified Landlord in writing of the need for such repair and Landlord shall have a reasonable period of time thereafter to commence and complete said repair, if warranted. Except as set forth in Sections 2.4 and 4.2 of this Lease, all costs of any maintenance, repairs and replacement on the part of Landlord provided hereunder shall be considered part of Project Costs.

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

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