Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. (a) Seller covenants and agrees that, from the date hereof (except as otherwise set forth below) to the Closing Date: (i) Seller will cooperate with Purchaser in permitting Purchaser’s respective authorized representatives to review and copy any and all Resident Agreements, records, books, contracts, and commitments relating to the Property, and permit Purchaser and its authorized representatives free access to the Property upon prior notice to Seller or its representatives, subject to rights of the residents under their Resident Agreements. (ii) Seller will use reasonable efforts to preserve for Purchaser the goodwill of Seller’s residents and others having business relations with the Property. (iii) Seller will operate, maintain and manage the Property consistent with the manner in which Seller has operated, maintained and managed the Property. (iv) Seller will perform and pay all of its obligations in the normal course of business so as not be to in material default with respect thereto, and shall maintain and keep in effect all insurance policies covering the Property. (v) Seller agrees that Seller will not enter into any agreement affecting the Property without first obtaining Purchaser’s prior written consent (not to be unreasonably withheld), except Seller has the right to enter into Resident Agreements with respect to any rooms constituting the Property in the normal course of business for a term of not more than thirty (30) days and for a monthly rental rate not less than the applicable Medicaid rate for a semi-private room. (vi) Seller shall promptly deliver to Purchaser any correspondence or other documents received by Seller related to the real estate tax assessment of the Property. (vii) Seller shall file all cost and other reports required to be filed pursuant to the Medicare and Medicaid programs, accurately and on or prior to their due dates.

Conduct Pending Closing. Until either Grand's Options terminate or the closing occurs. (a) Seller covenants Cable shall continue to operate the Cable Property in the ordinary and agrees that, from regular course consistent with past practice. Without limiting the date hereof (except as otherwise set forth below) to generality of the Closing Date: foregoing (i) Seller will cooperate with Purchaser Cable shall use commercially reasonable efforts to maintain the Cable Property in permitting Purchaser’s respective authorized representatives to review good working order and copy any condition, ordinary wear and all Resident Agreements, records, books, contracts, tear excepted; and commitments relating to (ii) Cable shall keep the Property, Cable Property insured at substantially the same levels of coverage and permit Purchaser and its authorized representatives free access to against substantially the Property upon prior notice to Seller or its representatives, subject to rights of same risks as provided by the residents under their Resident Agreementsinsurance which is currently in place. (iib) Seller will use reasonable efforts Cable shall enforce all the terms, covenants and conditions of the Leases. Cable shall promptly provide Grand with copies of all notices and other communications Cable gives or receives with respect to preserve for Purchaser the goodwill of Seller’s residents and others having business relations with the PropertyLeases. (iiic) Seller will operateCable shall not amend, maintain modify, enter into or terminate any Lease without Grand's prior written consent, which may be withheld in Grand's sole and manage absolute discretion, provided that Cable may, without Grand's consent, extend the Property consistent with the manner in which Seller has operatedterm of now existing Leases so long as (i) Cable promptly provides Grand a copy of such extension agreement, maintained and managed the Property. (ivii) Seller will perform and pay all of its obligations such extension does not result in the normal course breach of business so as not be to any term, covenant, condition, representation or warranty contained in material default with respect thereto, and shall maintain and keep in effect all insurance policies covering the Property. (v) Seller agrees that Seller will not this Agreement. Cable may also enter into any agreement affecting a lease ("SIGN LEASE") of a portion of the Center Property without first obtaining Purchaser’s prior written consent (for a billboard. The Sign Lease shall be subject to the approval of Grand, which shall not to be unreasonably withheld). The Sign Lease shall provide that it may be terminated on and after June 30, except Seller has the right to enter into Resident Agreements with respect to any rooms constituting the Property in the normal course of business for a term of 2002, on not more than thirty (30) days' notice. Cable shall not enter into any other new agreements affecting the Cable Property other than agreements terminable by Cable within thirty (30) days and which shall be terminated prior to closing. Cable shall provide Grand reasonable notice of any meetings or other negotiations that Cable will have with any tenants under the now existing Leases regarding the extension of the term of such Leases and shall allow a representative of Grand to participate in such negotiations. Should any such tenant, other than the tenant under the OPC Lease, refuse to extend its Lease solely because such extended Lease term is subject to termination on ninety (90) days' notice as provided elsewhere in this Agreement, Grand shall lease the subject premises from Cable for a monthly term commencing on the termination date of such Lease and ending January 31, 2003. Such lease shall be for the rental rate not less than payable under the applicable Medicaid rate for Lease immediately preceding its termination and shall otherwise be on the terms and conditions of the terminated Lease, except that there shall be no use restriction (other than (i) restrictions on "adult" and similar objectionable uses, (ii) restrictions necessary to comply with now existing exclusive uses provisions in the Leases or similar provisions hereafter approved by Grand and (iii) restrictions on any use not permitted by the applicable Lease which use would directly compete with a semi-private roommaterial portion of the business then being conducted by another tenant in the Cable Center) and there shall be no limitations on Grand's ability to assign and/or sublease. (vid) Seller Cable shall promptly deliver to Purchaser any correspondence not do, or other documents received by Seller related to the real estate tax assessment of the Property. (vii) Seller shall file all cost and other reports required suffer to be filed pursuant done, any act or event which, if in existence on the date hereof or the closing date, would breach any warranty, representation or covenant made by, or to the Medicare and Medicaid programsbe observed or performed by, accurately and on or prior to their due datesCable hereunder.