Additional Covenants of Seller. Seller hereby covenants with Purchaser, as follows:
(a) Seller shall not enter into any Contract with respect to the Property which will survive the Closing or will otherwise affect the use, operation or enjoyment of the Property after the Closing, unless Seller first shall have obtained Purchaser’s prior written consent, which shall not be unreasonably withheld, conditioned or delayed. If Purchaser has not notified Seller within five (5) business days of receipt of a request for approval of its decision, Purchaser shall be deemed to have approved the matter.
(b) The Existing Insurance Policies, or equivalent coverage, shall remain continuously in force through the day of the Closing.
(c) At all times prior to the Closing, Seller shall (i) operate and manage the Property in substantially the same manner it presently operates and manages the Property (provided, however, that Seller shall not be required to make any capital repairs to the Property or any component thereof) and Seller, shall not make any withdrawals from any capital reserve accounts in amounts in excess of $10,000.00 without providing written notice to Purchaser, (ii) maintain all material present services, (iii) maintain the Property in good repair and working order, reasonable wear and tear excepted, and (iv) perform when due all of Seller’s material obligations under the Leases, the instruments securing any mortgage lien on the Property, Contracts, Governmental Approvals and other agreements relating to the Property and otherwise in accordance with applicable laws, ordinances, rules and regulations affecting the Property. Prior to and as of the Closing, Seller shall cause all vacant units to be made rent-ready and available for occupancy based on standards and methods used by Seller prior to execution of this Agreement and shall cause all appliances in all vacant units to be clean and in working order (the “Appliance Standards”). Purchaser shall receive a credit of One Thousand and No/100 Dollars ($1,000.00) for each unit that became vacant on a date that is five (5) or more days prior to Closing and that is not rent-ready (as reasonably determined by Purchaser based on standards customary in the industry) and available for occupancy as of the day of Closing, provided that such $1,000.00 shall not include any costs to cause the appliances to meet the Appliance Standards. After full execution of this Agreement and until the Closing, Seller shall maintain all existing personnel on the Proper...
Additional Covenants of Seller. In addition to the covenants and agreements of Seller set forth elsewhere in this Agreement, Seller covenants and agrees that between the date hereof and the Closing Date:
Additional Covenants of Seller. Seller covenants and agrees as follows:
Additional Covenants of Seller. Seller and each Seller Party shall, at its expense, take all steps, or Seller shall cause its Affiliates to take all steps, necessary to maintain all Permits, including as set forth in the Facility Specifications for the applicable Facility, required for the performance of such Seller or Seller Party’s obligations hereunder and under the Seller Ancillary Documents to which such Seller Party is a party, and for the construction of the Facility, and the operation of the Facility, in accordance with the Requirements.
Additional Covenants of Seller. Seller further covenants and agrees with Buyer as follows:
Additional Covenants of Seller. Upon execution of this Agreement and thereafter, Seller shall not directly or indirectly use or adopt any domain name, corporate name, trade xxxx, trade name, trading style, account name, slogan, design or logo (“Marks”) that includes, is similar to, is confusingly similar to, is substantially similar to or may be mistaken for the whole or any part of any Domain Name or any trade xxxx, trade name, trading style, slogan, design or logo included in the Intellectual Property. Without limiting the generality of the foregoing, Seller shall cease all use of such Marks immediately upon execution of this Agreement and shall take any required steps to cancel any such Marks, unless those Marks have been conveyed or are to be conveyed pursuant to this Agreement.
Additional Covenants of Seller. While there is an outstanding Transaction, Seller hereby agrees as follows:
(a) Seller shall promptly deliver or cause to be delivered to Buyer, upon receipt by Seller, (i) notice of any "default" or "event of default", however defined, under any Underlying Document, (ii) any report or notice received by Seller pursuant to the Underlying Documents that is required to be delivered to the registered holder of the Purchased Securities promptly following receipt thereof and (iii) any other such document or information relating to the Purchased Securities as Buyer may reasonably request from time to time.
(b) If Seller shall receive any rights, whether in addition to, in substitution of, as a conversion of, or in exchange for any Purchased Securities, or otherwise in respect thereof, Seller shall accept the same as Buyer's agent, hold the same in trust for Buyer and deliver the same forthwith to Buyer in the exact form received, together with duly executed instruments of transfer or assignment in blank and such other documentation as Buyer shall reasonably request. If any sums of money or property are paid or distributed in respect of the Purchased Securities and received by Seller, Seller shall promptly pay or deliver such money or property to Buyer and, until such money or property is so paid or delivered to Buyer, hold such money or property in trust for Buyer, segregated from other funds of Seller.
(c) At any time and from time to time, upon the written request of Buyer, and at the sole expense of Seller, Seller will promptly and duly execute and deliver such further instruments and documents and take such further actions as Buyer may reasonably request for the purposes of obtaining or preserving the full benefits of the Agreement and all Underlying Documents and of the rights and powers therein granted.
(d) Seller shall pay, and save Buyer harmless from, any and all liabilities with respect to, or resulting from, any and all stamp, excise, sales or other taxes which may be payable or determined to be payable with respect to any of the Purchased Securities or in connection with any of the transactions contemplated by the Agreement and all Underlying Documents, including any delay in the payment thereof, other than income taxes of Buyer.
(e) Upon five (5) Business Days' prior written notice to Buyer, Seller may amend or modify, or waive any term or condition of, or settle or compromise any claim in respect of, any item of the Purchased Securities, Underlying...
Additional Covenants of Seller. Seller shall, unless the Purchaser shall otherwise consent in writing:
(a) comply in all material respects with all applicable laws, rules, regulations and orders with respect to itself, its business and properties; and
(b) preserve and maintain its corporate existence, rights, franchises and privileges in the jurisdiction of its organization.
Additional Covenants of Seller. As a material inducement for the agreement of Buyer to enter into this Agreement, and as additional consideration therefor, Seller covenants and agrees with Buyer as follows:
(a) For a period of three (3) years commencing on the Closing Date, neither Seller nor any Affiliate of Seller shall, directly or indirectly, participate or engage anywhere in North America in any manner in a Competitive Business, including through the control of an entity that, directly or indirectly, is primarily engaged in a Competitive Business.
(b) For a period of three (3) years commencing on the Closing Date, neither Seller nor any Affiliate of Seller shall, directly or indirectly, (i) solicit the trade of, trade with, or provide any services to or conduct any other business or transaction with, any Person that is a customer or client of the Company as of the date hereof and as of the Closing Date (each, a "Company Client") for any purpose relating to a Competitive Business or (ii) take any action to persuade or attempt to persuade any Company Client to terminate, withdraw from or not to purchase any services or products offered by the Company or any Subsidiary.
(c) For a period of three (3) years commencing on the Closing Date, neither Seller nor any Affiliate of Seller shall, directly or indirectly, take any action to solicit, induce or otherwise offer employment to, or engage in discussions regarding employment with, any person who is an employee, commissioned salesperson or exclusive consultant of, or who performs similar services for, the Company or any Subsidiary, or assist any third party with respect to any of the foregoing, except pursuant to a general solicitation which is not directed specifically to any such employees; provided, that nothing in this Section 5.11(c) shall prevent Seller or any of its Affiliates from hiring (i) any employee whose employment has been terminated by the Company, any of its Subsidiaries or Buyer, or has at least one year prior to the date of such hiring, resigned from the Company or such Subsidiary, so long as no employment discussions occurred prior to the time of such termination or resignation.
(d) Seller agrees that the restrictions set forth in this Section 5.11 are tailored to protect the legitimate interests of the parties and are reasonable. If, however, at the time of enforcement of any of the provisions of this Section 5.11, a court holds that the restrictions stated therein are unreasonable under the circumstances then existing...
