Closing Covenants of Seller. Section 7.1 Lock-up Agreements from Partners. Prior to distributing the APPM Stock (as defined on Exhibit A) to the Partners, Seller shall cause each Partner to execute and deliver to APPM a lock-up agreement in the form attached hereto as Exhibit C.
Closing Covenants of Seller. Seller hereby jointly and severally covenants and agrees as follows:
Closing Covenants of Seller. Until the Closing Date, Seller shall continue to operate the Property in substantially the same manner as Seller has operated the Property in the past. From and after the Effective Date, Seller shall: (i) not execute, modify, terminate and/or approve any contracts or commitments of any kind affecting the Property or any interest therein without Buyer’s prior written consent, and (ii) not encumber the Property with any liens, encumbrances or other instruments creating a cloud on title or securing a monetary obligation with the Property. 9. Damage or Condemnation. Risk of loss resulting from any condemnation or eminent domain proceeding that is commenced or has been threatened before the Closing, and risk of loss to the Property due to fire, flood, or any other cause before Closing, will remain with Buyer. If before Closing the Property or any portion thereof is damaged, or if the Property or any portion thereof is subjected to a threat of condemnation or becomes the subject of any proceedings, judicial, administrative, or otherwise, with respect to the taking by eminent domain or condemnation, then (i) this Agreement will remain in full force and effect, (ii) the purchase of the Property, less any interest taken by eminent domain or condemnation, will be effected with no further adjustment, and (iii) upon Closing, Seller shall assign to Buyer all of the right, title, and interest of Seller in and to any awards that have been or may thereafter be made for such taking. -8- 10. Default by Buyer; Liquidated Damages. SHOULD THE PURCHASE AND SALE TRANSACTION CONTEMPLATED IN THIS AGREEMENT FAIL TO BE CONSUMMATED ACCORDING TO THE TERMS OF THIS AGREEMENT BY REASON OF ANY DEFAULT OF BUYER, SELLER WILL BE RELIEVED OF ANY OBLIGATION TO SELL THE PROPERTY TO BUYER, BUYER WILL NOT HAVE ANY RIGHT TO SEEK OR OBTAIN SPECIFIC ENFORCEMENT OF THIS AGREEMENT, AND THE XXXXXXX MONEY WILL BE RETAINED BY SELLER AS ITS SOLE AND EXCLUSIVE REMEDY FOR SUCH DEFAULT AS LIQUIDATED DAMAGES AND AS CONSIDERATION FOR SELLER KEEPING THE PROPERTY OFF OF THE MARKET FOR SALE TO OTHERS. BUYER AND SELLER AGREE THAT IT WOULD BE IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX THE ACTUAL DAMAGES THAT SELLER MIGHT SUFFER IN THE EVENT OF BUYER’S DEFAULT HEREUNDER. BUYER AND SELLER AGREE THAT THE AMOUNT OF LIQUIDATED DAMAGES PROVIDED FOR IN THIS SECTION IS A FAIR AND REASONABLE ESTIMATE OF SUCH DAMAGES. Seller’s Initials: _____ Buyer’s Initials: _____
Closing Covenants of Seller. Conduct of Business. During the period on and from the date of this Agreement through and including the Closing Date, Seller will use commercially reasonable efforts to protect and preserve the Assets, all in accordance with the ordinary course of Seller's business consistent with past practices. Specifically, during the period on and from the date of this Agreement through and including the Closing Date, Seller will not, without the prior written consent of Purchaser: mortgage, pledge, subject to a lien, or grant a security interest in, or suffer to exist, or otherwise encumber, any of the Assets; sell, dispose of, or license any of the Assets to any Person; fail to pay and discharge any trade payable relating to the Assets in accordance with Seller's customary business practices as of the date of the execution hereof; amend, terminate or waive any rights under any Assumed Contract; waive or release any right or claim relating to any of the Assets; take any action to terminate or modify, or permit the lapse or termination of, the present insurance policies and coverage of Seller relating to or applicable to the Assets; or agree to do any of the things described in the preceding clauses of this Section 5.1.
Closing Covenants of Seller. As a material inducement to the Purchaser to enter into and perform its obligations under this Agreement, the Seller hereby undertakes, covenants and agrees, from and after the Closing Date, as follows:
Closing Covenants of Seller. Seller hereby covenants and agrees that prior to the Closing Date it shall (and shall cause the Company, as applicable, to):
Closing Covenants of Seller. With respect to the Relevant Centers for each closing contemplated by this Contract, Seller, jointly and severally, covenants that during the period from the Date of this Contract through the consummation of such closing (or the earlier termination, in accordance with the provisions of this Contract, of Purchaser's obligation to effect said closing), Seller shall comply, and Swerdlow and Seller shall cause each corresponding Partnership listed on Exhibit A with respect to said Relevant Centers to comply, with the agreements set forth in this Section 21(a) (except to the extent that Purchaser otherwise shall consent in writing):
Closing Covenants of Seller. During the period from the date of this Agreement until the Closing Date or the earlier termination of this Agreement, Seller agrees (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consent in writing) as follows:
Closing Covenants of Seller
