Certain Interim Operating Covenants Sample Clauses

Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will, from the Effective Date until Closing or earlier termination of this Agreement, (i) continue to operate, manage and maintain the Property in the ordinary course of Seller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Section 10.2; (ii) maintain fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Land and the Improvements as of the Effective Date; (iii) refrain from transferring any portion of the Property or creating with respect to the Property any easements, liens, mortgages, encumbrances, or other interests which will not be satisfied and released as to the Property on or before Closing, (iv) continue to perform in all material respects all of its obligations under the Leases, the Contracts and the Licenses and Permits, and (v) promptly provide Buyer with copies of with all written notices received by Seller of violations by Seller or the Property of any federal, state, city, or municipal laws, ordinances, regulations, orders, or requirements of any Governmental Entity. In addition, from and after the end of the Due Diligence Period until Closing or earlier termination of this Agreement, Seller will (y) not enter into any new contracts for the provision of goods or services to or with respect to the Property other than in the ordinary course of business, or renew, extend, modify or replace any of the Contracts unless such contract is terminable as of the Closing Date without payment of any fees or penalty or unless Buyer consents thereto in writing, which approval shall not be unreasonably withheld, delayed or conditioned, and (z) notify Buyer, prior to the expiration of the Due Diligence Period, of any new contract entered into by Seller for the provision of goods or services to or with respect to the Property and provide Buyer with an accurate, complete, fully-executed copy of such contract.
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Certain Interim Operating Covenants. (a) Seller covenants to Buyer that Seller will, from the Effective Date until Closing continue to operate, manage and maintain the Property in the ordinary course of Seller's business and substantially in accordance with Seller's present practice, subject to ordinary wear and tear and further subject to Section 10.2. Seller shall promptly notify Buyer of any written notice it receives from any Governmental Agency threatening condemnation or stating an environmental, zoning or other land use regulation proceedings relating to the Property, as well as any written notice of any violations of any Laws relating to the Property or any written notice of any litigation that arises out of the ownership of the Property or that might detrimentally affect the value or the use or operation of the Property or the ability of Seller to perform its obligations hereunder. Through the Closing Date, Seller shall maintain fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Real Property and Personal Property as of the Effective Date. From and after the Effective Date, Seller will not enter into any new lease without the Buyer’s prior written consent, which consent may be withheld in Buyer’s sole and absolute discretion. In addition, from and after the Effective Date, Seller shall not, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, enter into any contract for the provision of goods or services to or with respect to the Property or renew, extend, modify or replace any of the Contracts other than in the ordinary course of business and unless such contract is terminable as of the Closing Date without payment of any fees or penalty or unless Seller pays such fees or penalties. In addition, Seller shall terminate any management agreement with the Property Manager with respect to the Property effective as of the Closing Date and pay any and all costs and expenses of termination thereof. Seller shall not convey any interest in any portion of the Property or subject the Property to any additional liens, encumbrances, easements or similar matters which will not be eliminated prior to the Closing Date. The foregoing shall not prevent Seller from amending the existing financing secured by the Property provided that such amendment shall not detrimentally affect the value or the use or operation of the Property or the ability of Seller to perform its obliga...
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Certain Interim Operating Covenants. GPC covenants to Purchaser that it will, from the Effective Date until the end of the Transition Period, continue to operate, manage and maintain the Property in the ordinary course of its business and substantially in accordance with present practice, subject to ordinary wear and tear and further subject to Article X.
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Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will, from the Effective Date until Closing: (a) continue to operate, manage and maintain the Improvements located on the Property in the ordinary course of Seller's business and substantially in accordance with Seller's present practice, subject to ordinary wear and tear and further subject to Section 10.2; (b) maintain fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Land and the Improvements of such Property as of the Effective Date; and (c) not enter into any lease or occupancy agreements (other than those terminable upon notice or those with a term of thirty (30) days or less) of any kind or any new contract for the provision of goods or services to or with respect to the Property or renew, extend, modify or replace any of the Contracts other than in the ordinary course of business or unless such contract is terminable as of the Closing Date without payment of any fees or penalty or unless Seller pays such fees or penalties or Buyer consents thereto in writing, which approval shall not be unreasonably withheld, delayed or conditioned. In addition, the Seller shall terminate any management agreement with the Property Manager with respect to the Property effective as of the Closing Date and pay any and all costs and expenses of termination thereof.
Sample 1
Certain Interim Operating Covenants. Seller covenants to Buyer that it will, (a) from the Effective Date until Closing: (A) continue to operate, manage and maintain the Improvements in the ordinary course of its business and substantially in accordance with present practice, subject to ordinary wear and tear; and (B) maintain insurance on the Property (including, without limitation, fire and extended coverage insurance) which is at least equivalent in all material respects to the insurance policies covering the Land and the Improvements as of the Effective Date; (b) from the expiration of the Due Diligence Period until Closing: (A) without Buyer’s written consent, which consent shall not be unreasonably withheld, not enter into any new contract with respect to the Property or renew, extend, modify or replace any of the Contracts unless such contract will be terminated prior to the Closing at no expense to Buyer; (B) without Buyer’s written consent, which consent shall not be unreasonably withheld, cancel or amend any Assumed Contract except for a cancellation in the event of a default by a service provider; and (C) not (I) sell, mortgage, pledge or otherwise transfer or dispose of all or any part of the Property or any interest therein (other than in connection with routine replacement of personal property in the ordinary course of business with personal property of substantially the same or greater value), or
Sample 1
Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will, from the Effective Date until Closing or earlier termination of this Agreement, continue to operate, manage and maintain the Improvements in the ordinary course of its business, in accordance with the terms of the Lease and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear.
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Certain Interim Operating Covenants. 17 Section 8.5 Insurance...................................................... 17
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Related to Certain Interim Operating Covenants

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, Seller hereby covenants and agrees as follows:

  • Joint Covenants Buyer and Seller hereby covenant and agree that between the date hereof and Closing:

  • Certain Financial Covenants The Borrower will not:

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • REPORTING COVENANTS The Borrower agrees with the Lenders, the Issuers and the Administrative Agent to each of the following, as long as any Obligation or any Revolving Credit Commitment remains outstanding and, in each case, unless the Requisite Lenders otherwise consent in writing:

  • Separateness Covenants Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that:

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

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