Additional Covenants of Sellers. (a) Except as expressly provided herein, between the Effective Date and the Closing Date, the Sellers shall:
(1) maintain their respective corporate existence and operate in material compliance with all applicable laws and perform all of its obligations under agreements relating to or affecting the Locations or the Assets;
(2) maintain their tangible properties, assets and facilities in good operating order and condition, reasonable wear and tear excepted, in accordance with past practices;
(3) maintain their respective books and records in accordance with past practices, and use its best efforts to maintain in full force and effect all material licenses, permits, registrations and authorizations and all insurance policies and binders;
(4) carry on its operations in substantially the same manner as presently conducted and use its best efforts to preserve intact its present business and business organization and to maintain its relations and goodwill with the payors, suppliers, employees and others having a business relationship with it; and
(5) promptly advise Purchaser in writing of the commencement of, or the threat of, any material dispute, claim, action, suit, proceeding, arbitration or investigation by, against or affecting any Seller, the Assets or its operations, or any action taken or to be taken in connection with this Agreement or the ability of any Seller or Purchaser to consummate the transactions contemplated herein or therein.
(b) Except as otherwise expressly provided herein, between the Effective Date and the Closing Date, without the prior written consent of Purchaser, Sellers shall not:
(1) take any action or fail to take any action that would breach any of Sellers’ covenants contained herein or cause any of its representations or warranties to be untrue in any material respect if made immediately after such event or at Closing;
(2) make any material change in personnel, operations, finance or accounting policies or sell, exchange or otherwise dispose of any material asset or enter into any material contract, commitment, agreement or transaction;
(3) create, assume or permit to exist any new mortgage, pledge or other lien or encumbrance upon any of the Assets, whether now owned or hereafter acquired; or
(4) reduce Inventory except in the ordinary course of business consistent with past practices.
Additional Covenants of Sellers. Sellers agree that:
Additional Covenants of Sellers. At or prior to the Closing, Sellers shall:
(a) deliver to Buyer a certificate, dated the Closing Date and signed by Sellers (the “Sellers’ Closing Certificate”), certifying that (i) the representations and warranties of Sellers contained in this Agreement, the other Transaction Documents and any certificate or other writing delivered pursuant hereto are complete and correct in all respects (in the case of any representation or warranty qualified by materiality or Material Adverse Effect) or in all material respects (in the case of any representation or warranty not qualified by materiality or Material Adverse Effect) at and as if made on the Closing Date; (ii) each Seller, the Company and each Subsidiary has duly performed and complied in all material respects with all agreements, covenants and conditions required by this Agreement and each of the other Transaction Documents to be performed or complied with by him, her or it prior to or on the Closing Date; and (iii) attached thereto are complete and correct copies of the Company’s Organizational Documents.
(b) deliver to Buyer duly executed counterparts to the Transaction Documents (other than this Agreement) and such other documents and deliveries set forth in Section 3.02(a);
(c) deliver to Buyer written evidence, in form and substance reasonably satisfactory to Buyer, of the release in full of all Encumbrances relating to the assets of the Company and each Subsidiary, other than Permitted Encumbrances;
(d) deliver to Buyer payoff letters from the holders of the Mezzanine Debt and the Mezzanine Warrants evidencing the amount of the Mezzanine Debt and Mezzanine Warrants outstanding as of the Closing Date (including any interest accrued thereon and any prepayment or similar penalties and expenses associated with prepayment or cancellation thereof on the Closing Date) and an agreement that, if such aggregate amount so identified is paid to such holder on the Closing Date, the Mezzanine Debt and Mezzanine Warrants shall be repaid or cancelled in full and that all Encumbrances (except for Permitted Encumbrances) affecting any real or personal property of the Company or any of the Subsidiaries will be released;
(e) deliver to Buyer written evidence in form and substance reasonably satisfactory to Buyer confirming that upon payment of the respective amounts specified in such documentation Brookwood Associates, L.L.C. shall be paid in full with regard to the transaction contemplated by this Agreement and the ot...
Additional Covenants of Sellers. In addition to the other covenants of Sellers set forth in this Agreement, Sellers hereby jointly and severally covenant and agree with Purchaser as set forth in this Section 10.
(a) At all times during the Contract Period, each Seller shall operate and manage the Shopping Centers in the normal and ordinary course, consistent with past practice, except to the extent otherwise provided herein.
(b) During the Contract Period, a Seller shall not, without the prior written consent of Purchaser, which consent shall not unreasonably be withheld or delayed after receipt by Purchaser of a summary of the principal terms of the proposed transaction, (i) amend or modify any Lease, Contract (other than Contracts that will expire or be terminated at or prior to Closing), REA or Ground Lease or renew or extend the term of any Lease, Contract (other than to a date not later than the Closing Date), REA or Ground Lease, (ii) enter into any new Lease, Contract (other than a Contract that will expire or be terminated at or prior to Closing), reciprocal easement agreement (or similar agreement) or ground lease, or (iii) cancel or terminate any Lease, Contract (other than as required by the terms of the Agreement), REA or Ground Lease. The terms to be summarized in a Seller's notice to Purchaser under this Section 10(b) shall be (i) the identity of the tenant or the other party to the proposed transaction; (ii) the space to be leased or the other subject matter of the proposed transaction; (iii) the term of any agreement to be entered into in connection with the proposed transaction; (iv) rent or other payments to be made by or to Seller in the proposed transaction; (v) rent abatements or other monetary concessions in the proposed transaction; (vi) renewal options; (vii) expansion options; (viii) the amount of any required tenant improvements, tenant allowances, and leasing costs or commissions to be paid or provided by the landlord with respect to a Lease; and (ix) any other material terms of the proposed transaction. Purchaser's failure to respond to a request for consent within five (5) Business Days after receipt of the request and related information to provided therewith under this Section 10(b) shall be deemed to constitute Purchaser's approval of such request. During the Contract Period, Winmar Co. shall not (i) take or permit Oxmoor Joint Venture to take any action with respect to an Oxmoor Lease, the Oxmoor Ground Lease, the Oxmoor REA or an Oxmoor Contract that woul...
Additional Covenants of Sellers. 23 10.1 Title ...................................................................... 23 10.2
Additional Covenants of Sellers. In addition to the covenants and agreements of Sellers set forth elsewhere in this Agreement, Sellers covenant and agree that between the Execution Date and the Closing Date (or the date of earlier termination hereof, if applicable):
Additional Covenants of Sellers. Sellers hereby jointly and severally covenant and agree with Purchasers and TESSCO as follows:
Additional Covenants of Sellers. 41 5.01 Seller Stockholders' Approval; Proxy Statement.............. 41 5.02 Conduct of Business; Notification of Certain Matters........ 42 5.03
Additional Covenants of Sellers. Each Seller agrees as follows:
Additional Covenants of Sellers. 25 11. Additional Covenants of Purchaser.......................................... 29
