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 Improvements and the Cowboys Golf Club in the Ordinary Course of Business, subject to ordinary wear and tear and further subject to Section 11.2, (ii) maintain fire and extended coverage insurance on the Property and the Cowboys Golf Club which is at least equivalent in all material respects to the insurance policies covering the Land and the Improvements as of the Effective Date; and (iii) prior to the end of the Due Diligence Period, consult with and provide Buyer with copies of any new material contracts or agreements with respect to the Property and the Cowboys Golf Club prior to Seller entering into any such matter; provided, however, Seller shall have the sole authority to determine if it will enter into any such matter. Seller covenants to Buyer that following the expiration of the Due Diligence Period until Closing or the sooner termination of this Agreement, that Seller will not (i) enter into any new contracts or agreements with respect to the Property or the Cowboys Golf Club other than contracts entered into in the Ordinary Course of Business or those which are 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, or (ii) renew, extend, modify or replace any of the Contracts unless such is in the ordinary course of business or 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. As used in this Section 9.1, a contract will be deemed to be entered into in the Ordinary Course of Business unless the terms of the contract require Seller or Buyer, as Seller’s assignee to expend funds in excess of an aggregate of TEN THOUSAND DOLLARS ($10,000.00) over the term of the contract (but not in connection with a revenue generating contract [for example, banquet agreements and tournament agreements]), and the contract cannot be terminated without penalty of fees or penalty upon thirty (30) days notice. Notwithstanding anything in this Section 9.1 to the contrary, all obligations of Cowboys Seller with respect to the Cowboys Golf Club shall be subject in all respects to the Cowboys LP Agreement and the rights of ...
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...
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
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.
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 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; from the Effective Date until Closing or earlier termination of this Agreement, maintain fire and extended coverage insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Development Land, the Washington Land and the Improvements as of the Effective Date; and from and after the end of the Due Diligence Period until Closing or earlier termination of this Agreement, not enter into any new contract for the provision of goods or services to or with respect to such 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. In addition, Seller shall terminate any leasing and/or 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.
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.
Certain Interim Operating Covenants. 17 Section 8.5 Insurance...................................................... 17
