Common use of Certain Interim Operating Covenants Clause in Contracts

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.

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 Improvements and the Cowboys Golf Club in the ordinary course Ordinary Course of Seller’s business and substantially in accordance with Seller’s present practiceBusiness, subject to ordinary wear and tear and further subject to Section 10.2; 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) refrain from transferring any portion prior to the end of the Property Due Diligence Period, consult with and provide Buyer with copies of any new material contracts or creating agreements 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 PermitsCowboys Golf Club prior to Seller entering into any such matter; provided, and (v) promptly provide however, Seller shall have the sole authority to determine if it will enter into any such matter. Seller covenants to Buyer with copies of with all written notices received by Seller of violations by Seller or that following 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 expiration of the Due Diligence Period until Closing or earlier the sooner termination of this Agreement, that Seller will not (yi) not enter into any new contracts for the provision of goods or services to or agreements with respect to the Property or the Cowboys Golf Club other than contracts entered into in the ordinary course Ordinary Course of businessBusiness 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 contract 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 (z30) notify Buyer, prior days notice. Notwithstanding anything in this Section 9.1 to the expiration contrary, all obligations of the Due Diligence Period, of any new contract entered into by Cowboys Seller for the provision of goods or services to or with respect to the Property Cowboys Golf Club shall be subject in all respects to the Cowboys LP Agreement and provide Buyer with an accurate, complete, fully-executed copy the rights of such contractBlue Star thereunder.

Certain Interim Operating Covenants. Seller covenants to Buyer that Seller willwill operate the Property, from the Effective Date until Closing or earlier termination of this Agreement, Agreement as follows: (i) continue to operate, manage and maintain the Property in a good and workmanlike manner in the ordinary course of Seller’s business and substantially in accordance with Seller’s present practice, and will keep the Improvements and Personal Property in good order and operating condition, subject to ordinary wear and tear and further subject to Section 10.210.2 and cause all necessary repairs, renewals and replacements to be promptly made which are required by the terms of the Leases; (ii) maintain fire and extended coverage property insurance on the Property which is at least equivalent in all material respects to the insurance policies covering the Land and the Improvements Property 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 contract for the provision of goods or services to or with respect to the Property other than in the ordinary course of businessbusiness or that is to terminate upon the Closing, or renew, extend, modify or replace any of the Contracts unless such contract is an Approved Contract, is a contract 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; (iv) advise Buyer promptly of any change in any applicable laws, regulations, restrictions, rulings, or orders that might have a material adverse change on the value or use of the Property by Buyer of which Seller obtains written notice after the Effective Date and also advise Buyer promptly of any litigation, arbitration or administrative hearing concerning or affecting the Property which would have a material adverse effect on the value or use of the Property of which Seller obtains written notice after the Effective Date; (v) subject to the prorations prescribed herein, cause to be paid all trade accounts, costs and expenses of operation and maintenance of the Property incurred and accruing or due prior to Closing; (vi) not knowingly take any action, which action would have the effect of materially violating any of the representations and warranties of Seller set forth in Section 6.1 of the Agreement unless such action is required by any applicable Laws; (vii) without the prior written consent of Buyer, not remove any equipment forming a part of the Property except such as is replaced by Seller by an article of substantially equal suitability and value, free and clear of any lien or security interest; (viii) if any apartment unit is vacated more than five business (5) days prior to Closing, then prior to Closing return such unit to rentable condition in accordance with Seller’s customary cleaning, painting, and repair standards for vacant units (z) notify Buyer, the condition of such an apartment unit after cleaning is referred to herein as a “Rent Ready Condition”); provided if Seller fails to return any such vacated unit to a Rent Ready Condition prior to Closing, or a unit is vacated within five (5) business days of Closing and Seller fails to return such unit to Rent Ready Condition by Closing, then at Closing Seller shall credit Buyer an amount equal to the expiration reasonably estimated cost to return each such unit to a Rent Ready Condition, up to, but not to exceed, $1,000; and (ix) Seller shall maintain its website and related material through the Closing except that as soon after Closing as reasonably possible, Seller shall remove all references to the Seller as Owner and its property management company, as well as any internet lease concessions. In addition, Seller shall terminate any leasing and/or management agreement with the Property Manager or any affiliate 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 effective as of the Closing Date and provide Buyer with an accurate, complete, fully-executed copy pay any and all costs and expenses of such contracttermination thereof.

Certain Interim Operating Covenants. Seller covenants to Buyer that Seller willshall, from the Effective Date until Closing or earlier termination of this Agreement, Closing: (ia) continue to operate, manage and maintain the Property and Improvements located on the Property in the ordinary course of Seller’s 's business and substantially in accordance with Seller’s 's present practice, subject to ordinary wear and tear and further subject to Section 10.2; (iib) 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 coverages as of the Effective Datedescribed on Schedule 6.1(q) hereof; (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 (yc) not enter into any new contracts contract 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 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; (d) not cause or allow any lien or other encumbrances to attach to or affect the Property without Buyer's prior written consent or enter into or modify any easements, Operating Agreements and/or other agreements or instruments which would affect in any way title to the Property (except for easements and agreements made in connection with the relocation of portions of Great Mall Drive and its widening, as contemplated in Section 9.9(g), copies of which have been provided to Buyer for its review and comment (but not approval) prior to execution, and copies of which shall be provided to Buyer promptly after execution thereof), other than the lien for taxes not yet due and payable or any lien which Seller is contesting in good faith (zprovided that except as otherwise expressly permitted in Section 4.2, all liens are released of record by Closing), acquiesce in the imposition or creation of any assessment district or assessments on the Property not reflected in the Title Commitment; (e) notify Buyer, prior not make any material alterations to the expiration of Property, without Buyer's prior written consent; and (f) allow Buyer and its duly authorized representatives, agents and consultants to, during normal business hours and upon reasonable notice as set forth in Section 3.3, examine Seller's books, records, documents and other material relating to the Due Diligence PeriodProperty. In addition, of the Seller shall terminate any new contract entered into by Seller for management agreement with the provision of goods or services to or Property Manager with respect to the Property effective as of the Closing Date and provide Buyer with an accuratepay any and all costs and expenses of termination thereof as well as any costs related to employees of the Property Manager, complete, fully-executed copy who shall all be terminated as of such contractClosing.

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 Improvements in the ordinary course Ordinary Course of Seller’s business and substantially in accordance with Seller’s present practiceBusiness, subject to ordinary wear and tear and further subject to Section 10.2; 11.2, (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; and (iii) refrain from transferring any portion prior to the end of the Property Due Diligence Period, consult with and provide Buyer with copies of any new material contracts or creating agreements with respect to the Property prior to Seller entering into any easementssuch matter; provided, lienshowever, mortgages, encumbrances, or other interests which Seller shall have the sole authority to determine if it will not be satisfied and released as enter into any such matter. Seller covenants to Buyer that following 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 expiration of the Due Diligence Period until Closing or earlier the sooner termination of this Agreement, that Seller will not (yi) not enter into any new contracts for the provision of goods or services to or agreements with respect to the Property other than contracts entered into in the ordinary course Ordinary Course of businessBusiness 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 contract 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 (z30) 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 contractdays notice.

Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will, : (a) from the Effective Date until Closing or earlier termination of this Agreement, (i) continue to operate, manage and maintain the Property Improvements in the ordinary course of Seller’s 's business and substantially in accordance with Seller’s 's present practice, subject to ordinary wear and tear and further subject to Section 10.2; (iib) 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 Land and the Improvements as of the Effective Date; (iiic) 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 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 in each instance 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; (d) from the Effective Date until Closing or earlier termination of this Agreement, deliver to Buyer copies of any notices received or given pursuant to a Lease alleging a default by Seller or any Tenant thereunder; and (ze) notify Buyerfrom the Effective Date until Closing or earlier termination of this Agreement, prior to on or before the expiration 10/th/ day of each calendar month, provide Buyer a rent roll current as of the Due Diligence Periodfirst day of such calendar month. In addition, of Seller shall terminate any new contract entered into by Seller for leasing and/or management agreement with the provision of goods or services to or Property Manager with respect to the Property effective as of the Closing Date and provide Buyer with an accurate, complete, fully-executed copy pay any and all costs and expenses of such contracttermination thereof.