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 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 Blue Star thereunder.

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 Property in the Ordinary Course ordinary course of BusinessSeller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Section 11.2, 10.2; (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 refrain from transferring any portion of the Property or creating with respect to the end 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 Due Diligence PeriodLeases, consult with the Contracts and the Licenses and Permits, and (v) promptly provide Buyer with copies of any new material contracts with all written notices received by Seller of violations by Seller or agreements with respect to 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 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 end of the Due Diligence Period until Closing or the sooner earlier termination of this Agreement, that Seller will (y) not (i) enter into any new contracts for the provision of goods or agreements services to or with respect to the Property or the Cowboys Golf Club other than contracts entered into in the Ordinary Course ordinary course of Business business, or those which are 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, or and (iiz) renewnotify Buyer, extend, modify or replace any prior to the expiration of the Contracts unless such is in the ordinary course of business or is terminable as of the Closing Date without payment Due Diligence Period, 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 new contract will be deemed to be entered into in by Seller for the Ordinary Course provision of Business unless the terms of the contract require Seller goods or Buyer, as Seller’s assignee services 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 Property and the rights provide Buyer with an accurate, complete, fully-executed copy of Blue Star thereundersuch contract.

Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will: will 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 the Cowboys Golf Club Personal Property in the Ordinary Course of Businessgood order and operating condition, subject to ordinary wear and tear and further subject to Section 11.210.2 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 and the Cowboys Golf Club 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; and (iii) prior to the end of the Due Diligence Period, consult with and provide Buyer with copies of not enter into any new material contracts contract for the provision of goods or agreements services to or with respect to the Property and other than in the Cowboys Golf Club prior ordinary course of business or that is to Seller entering into terminate upon the Closing, or renew, extend, modify or replace 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 AgreementContracts unless such contract is an Approved Contract, 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 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; (iiv) renewsubject to the prorations prescribed herein, extendcause to be paid all trade accounts, modify costs and expenses of operation and maintenance of the Property incurred and accruing or replace due prior to Closing; (vi) not knowingly take any action, which action would have the effect of materially violating any of the Contracts 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 (the ordinary course 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 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 is terminable any affiliate of Seller with respect to the Property effective as of the Closing Date without payment and pay any and all costs and expenses 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 Blue Star thereundertermination thereof.

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 Improvements and the Cowboys Golf Club in the Ordinary Course ordinary course of BusinessSeller's business and substantially in accordance with Seller's present practice, subject to ordinary wear and tear and further subject to Section 11.210.2; (b) from the Effective Date until Closing or earlier termination of this Agreement, (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; (c) from and (iii) prior to after 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 earlier termination of this Agreement, that Seller will not (i) enter into any new contracts contract for the provision of goods or agreements services to or with respect to such the Property or the Cowboys Golf Club other than contracts entered into in the Ordinary Course 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 conditionedbusiness, or (ii) renew, extend, modify or replace any of the Contracts unless in each instance such is in the ordinary course of business or 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. As used in ; (d) from the Effective Date until Closing or earlier termination of this Section 9.1Agreement, deliver to Buyer copies of any notices received or given pursuant to a contract will be deemed to be entered into in Lease alleging a default by Seller or any Tenant thereunder; and (e) from the Ordinary Course Effective Date until Closing or earlier termination of Business unless this Agreement, on or before the terms 10/th/ day of each calendar month, provide Buyer a rent roll current as of the contract require first day of such calendar month. In addition, Seller or Buyer, as Seller’s assignee to expend funds in excess of an aggregate of TEN THOUSAND DOLLARS ($10,000.00) over shall terminate any leasing and/or management agreement with 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 Property Manager with respect to the Cowboys Golf Club shall be subject in Property effective as of the Closing Date and pay any and all respects to the Cowboys LP Agreement costs and the rights expenses of Blue Star thereundertermination thereof.

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 Ordinary Course of business 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 Blue Star thereunder.

Certain Interim Operating Covenants. Seller covenants to Buyer that Seller will: , from the Effective Date until Closing or earlier termination of this Agreement, Closing: (ia) continue to operate, manage and maintain the Improvements and the Cowboys Golf Club Property in the Ordinary Course ordinary course of BusinessSeller’s business and substantially in accordance with Seller’s present practice, subject to ordinary wear and tear and further subject to Section 11.2, 10.2; (iib) 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 of the Property as of the Effective Date; and (iiic) 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 contract for the provision of goods or agreements services to or 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 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. As used Notwithstanding anything contained 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 Agreement to the contrary, all obligations of Cowboys Seller Buyer acknowledges that Manager has certain rights under the Management Agreement, including without limitation, the right to execute certain contracts and other agreements and to take certain actions with respect to the Cowboys Golf Club shall be subject in all respects to the Cowboys LP Agreement Property, and the performance of Manager’s rights and obligations under the Management Agreement shall not result in a breach by Seller of Blue Star thereunderits obligations under this Agreement. Between the Effective Date and the Closing Date, the hiring and employment policies with respect to Employees of who are employees of Manager shall remain within the sole control of Manager. Manager shall remain the sole judge of the fitness and qualifications of such Employees and Buyer hereby acknowledges and agrees that Manager is vested with such discretion in hiring, supervising, directing, discharging and determining the compensation, other benefits and terms of employment of such Employees, as is set forth in the Management Agreement. In addition, Seller shall terminate the Management Agreement 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: shall, from the Effective Date until Closing or earlier termination of this Agreement, Closing: (ia) continue to operate, manage and maintain the Property and Improvements and located on the Cowboys Golf Club Property in the Ordinary Course ordinary course of BusinessSeller's business and substantially in accordance with Seller's present practice, subject to ordinary wear and tear and further subject to Section 11.2, 10.2; (iib) 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 coverages as of the Effective Datedescribed on Schedule 6.1(q) hereof; and (iiic) 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 contract for the provision of goods or agreements services to or with respect to the Property or renew, extend, modify or replace any of the Cowboys Golf Club other than contracts entered into in the Ordinary Course of Business or those which are Contracts 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; (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 (iiexcept 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) renewprior to execution, extendand copies of which shall be provided to Buyer promptly after execution thereof), modify other than the lien for taxes not yet due and payable or replace any lien which Seller is contesting in good faith (provided that except as otherwise expressly permitted in Section 4.2, all liens are released of the Contracts unless such is record by Closing), acquiesce in the ordinary course imposition or creation of any assessment district or assessments on the Property not reflected in the Title Commitment; (e) not make any material alterations to the Property, without Buyer's prior written consent; and (f) allow Buyer and its duly authorized representatives, agents and consultants to, during normal business or is terminable hours and upon reasonable notice as set forth in Section 3.3, examine Seller's books, records, documents and other material relating to the Property. In addition, the Seller shall terminate any management agreement with the Property Manager with respect to the Property effective as of the Closing Date without payment and pay any and all costs and expenses of termination thereof as well as 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 costs related to be entered into in the Ordinary Course of Business unless the terms employees of the contract require Seller or BuyerProperty Manager, 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 who shall all be terminated without penalty as 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 Blue Star thereunderClosing.