Common use of Operation of Property Clause in Contracts

Operation of Property. The Contributors covenant that between the date hereof and the date of Closing they will make good faith efforts to cause the Partnership to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's prior practice, (b) maintain their books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their present business organization, keep available the services of their present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor shall make good faith efforts to encourage the Partnership to continue to make good efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its good faith efforts to ensure that the Partnership shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's ability to continue the operation thereof after the date of Closing in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.

Appears in 7 contracts

Samples: Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust)

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Operation of Property. The Contributors covenant that between the date hereof and the date of Closing they will make good faith efforts to cause the Partnership to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's prior practice, (b) maintain their books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their present business organization, keep available the services of their present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage the Partnership to continue to make good efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its good faith efforts to ensure that the Partnership shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's ability to continue the operation thereof after the date of Closing in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.

Appears in 3 contracts

Samples: Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust)

Operation of Property. The Contributors covenant that between the --------------------- date hereof and the date of Closing they will make good faith efforts to cause the Partnership to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's prior practice, (b) maintain their books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their present business organization, keep available the services of their present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage the Partnership to continue to make good efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its good faith efforts to ensure that the Partnership shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's Acquirors' ability to continue the operation thereof after the date of Closing in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.. -----------

Appears in 2 contracts

Samples: Contribution Agreement (Hersha Hospitality Trust), Contribution Agreement (Hersha Hospitality Trust)

Operation of Property. The Contributors covenant Contributor covenants that between the --------------------- date hereof and the date of Closing they will make good faith efforts to Contributor shall cause the Partnership LLC to (a) operate the Property only in the usual, regular and ordinary manner consistent with the PartnershipLLC's prior practice, (b) maintain their the books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their the present business organization, keep available the services of their the present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor shall make good faith efforts to encourage cause the Partnership LLC to continue to make good faith efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership LLC did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors Contributor shall use its good faith efforts to ensure that the Partnership LLC shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have Contributor has operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.. -----------

Appears in 1 contract

Samples: Contribution Agreement (Hersha Hospitality Trust)

Operation of Property. The Contributors covenant that between the date hereof and the date of Closing they will make good faith efforts to cause the Partnership to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's ’s prior practice, (b) maintain their books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their present business organization, keep available the services of their present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage the Partnership to continue to make good efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its good faith efforts to ensure that the Partnership shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's Acquirors’ ability to continue the operation thereof after the date of Closing in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.

Appears in 1 contract

Samples: Contribution Agreement (Hersha Hospitality Trust)

Operation of Property. The Contributors covenant that between the date hereof and the date of Closing they will make good faith efforts to Date, Contributors shall cause the Partnership LP and the LLC to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's LP’s and the LLC’s prior practice, (b) maintain their the books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their the present business organization, keep available the services of their the present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage cause the Partnership LP and the LLC to continue to make good faith efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership LP and the LLC did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its their good faith efforts to ensure that the Partnership LP and the LLC shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's Acquirer’s ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.

Appears in 1 contract

Samples: Contribution Agreement (Hersha Hospitality Trust)

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Operation of Property. The Contributors covenant that between the date hereof and the date of Closing they will make good faith efforts to Date, Contributors shall cause the Partnership Subject Company and the Property Owner to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's Subject Company’s and the Property Owner’s prior practice, (b) maintain their the books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their the present business organization, keep available the services of their the present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage cause the Partnership Subject Company and the Property Owner to continue to make good faith efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership Subject Company and the Property Owner did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its their good faith efforts to ensure that the Partnership Subject Company and the Property Owner shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's Acquirer’s ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.

Appears in 1 contract

Samples: Contribution Agreement (Hersha Hospitality Trust)

Operation of Property. The Contributors covenant that between the date hereof and the date of Closing they will make good faith efforts to Date, Contributors shall cause the Partnership LLC and the Property Owner to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's LLC’s and the Property Owner’s prior practice, (b) maintain their the books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their the present business organization, keep available the services of their the present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage cause the Partnership LLC and the Property Owner to continue to make good faith efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership LLC and the Property Owner did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its their good faith efforts to ensure that the Partnership LLC and the Property Owner shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's Acquirer’s ability to continue the operation thereof after the date of Closing Date in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.

Appears in 1 contract

Samples: Contribution Agreement (Hersha Hospitality Trust)

Operation of Property. The Contributors covenant that between the --------------------- date hereof and the date of Closing they will make good faith efforts to cause the Partnership to (a) operate the Property only in the usual, regular and ordinary manner consistent with the Partnership's prior practice, (b) maintain their books of account and records in the usual, regular and ordinary manner, in accordance with sound accounting principles applied on a basis consistent with the basis used in keeping its books in prior years, and (c) use all reasonable efforts to preserve intact their present business organization, keep available the services of their present officers and employees and preserve their relationships with suppliers and others having business dealings with them. The Contributor Contributors shall make good faith efforts to encourage the Partnership to continue to make good efforts to take guest room reservations and to book functions and meetings and otherwise to promote the business of the Property in generally the same manner as the Partnership did prior to the execution of this Agreement. Except as otherwise permitted hereby, from the date hereof until Closing, the Contributors shall use its good faith efforts to ensure that the Partnership shall not take any action or fail to take action the result of which (i) would have a material adverse effect on the Property or the Acquiror's ability to continue the operation thereof after the date of Closing in substantially the same manner as presently conducted, (ii) reduce or cause to be reduced any room rents or any other charges over which Contributors have operational control, or (iii) would cause any of the representations and warranties contained in this Article III to be untrue as of Closing.. -----------

Appears in 1 contract

Samples: Contribution Agreement (Hersha Hospitality Trust)

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