Common use of Continued Care and Maintenance Clause in Contracts

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Assumed Contract without Purchaser’s prior written approval (except as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and (B) not to enter into any Lease or to terminate, amend or otherwise modify an existing Lease except pursuant to Section 6.2.2; (iii) not to make any substantial alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property consistent with on substantially the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Assumed Lease, License or any Contract without Purchaser’s prior written approval (except as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and that Seller shall have the right to: (Bx) not to enter into any Lease renewals, amendments, modifications or to extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) the terminate, change, amend or otherwise modify any Contract that is not an existing Lease except pursuant to Section 6.2.2Assumed Contract); (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior During the period between the Effective Date and the Closing Date, Seller agrees to Closingoperate and maintain the Property in the ordinary course of business and use reasonable efforts to reasonably preserve for Purchaser the relationships between Seller and the Tenants, such suppliers, managers, employees and others having ongoing relationships with the Property. Further, during the period between the Effective Date and the Closing Date, Seller agrees: (i) to continue its care, maintenance and operation of its Property consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially the Leases, or any Assumed Contract without Purchaser’s prior written approval (of the instruments affecting, or with respect to, the title to the Property except as relates to proposed new Work Agreementsrequired by law or the document involved (provided, however, that the Seller may, at its option, eliminate any financing and/or other encumbrances which are governed by Section 6.2.2 belownot Permitted Encumbrances), and ; (Bii) not to enter into any Lease or to terminatechange, amend or otherwise modify, except in a de minimis respect, any of the Service Contracts or other rights, obligations or agreements related to use, ownership or operation of the Property without Purchaser's prior approval, where such changes, amendments or modifications would (x) materially increase Seller's obligations, liability or expenses thereunder, (y) modify an existing Lease in any respect Purchaser's obligations, liability or expenses as set forth in such Service Contracts or other rights, obligations or agreements as they exist as of the date hereof (except pursuant to Section 6.2.2in emergency situations) or (z) result in such Service Contracts or other rights, obligations or agreements not being cancelable upon thirty (30) days' notice or only being cancelable upon payment of a fee or penalty, or both; (iii) not to make any substantial alterations or changes to any of such Seller’s Property, the Property other than de minimis alterations or changes or ordinary and necessary maintenance and repairs, without Purchaser’s 's prior approval (provided, however, such that Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s 's prior approval), Seller agreeing that it shall give Purchaser notice of any alterations or changes made to the Property on or about the date it performs same, whether or not Purchaser's prior approval is necessary; (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s the Property, ; and (v) to promptly deliver cure all material violations of law affecting the Property for which a written notice of violation was issued by the local governmental authorities prior to the Effective Date (provided, however, that the cost to cure such violations shall not exceed $25,000 in the aggregate, or if such violations are not cured prior to the Closing Date, at Closing Purchaser shall be entitled to a credit not to exceed $25,000 and shall not be entitled to refuse to close on account of the existence of any notices such violations). Where an approval of breaches Purchaser is required under the foregoing provisions, Purchaser agrees not to unreasonably withhold or defaults sent or received by Sellers delay any such approval, and such approval shall be deemed given if Purchaser has not objected in connection with writing within five (5) days after notice of the Leasesmatter on which Purchaser's approval is sought, Assumed Contracts or Permitted Exceptionswhich notice is to include notification from Seller that Purchaser's failure to so approve as provided in this Section 8.1 shall be deemed an approval. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s the Property which that may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior During the period between the Effective Date and the Closing Date, Seller agrees to Closingoperate and maintain the Property in the ordinary course of business and use reasonable efforts to reasonably preserve for Purchaser the relationships between Seller and the Tenants, such suppliers, managers, employees and others having ongoing relationships with the Property. Further, during the period between the Effective Date and the Closing Date, Seller agrees: (i) to continue its care, maintenance and operation of its Property consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially the Leases, or any Assumed Contract without Purchaser’s prior written approval (of the instruments affecting, or with respect to, the title to the Property except as relates to proposed new Work Agreementsrequired by law or the document involved (provided, however, that the Seller may, at its option, eliminate any financing and/or other encumbrances which are governed by Section 6.2.2 belownot Permitted Encumbrances), and ; (Bii) not to enter into any Lease or to terminatechange, amend or otherwise modify, except in a de minimis respect, any of the Service Contracts or other rights, obligations or agreements related to use, ownership or operation of the Property without Purchaser's prior approval, where such changes, amendments or modifications would (x) materially increase Seller's obligations, liability or expenses thereunder, (y) modify an existing Lease in any respect Purchaser's obligations, liability or expenses as set forth in such Service Contracts or other rights, obligations or agreements as they exist as of the date hereof (except pursuant to Section 6.2.2in emergency situations) or (z) result in such Service Contracts or other rights, obligations or agreements not being cancelable upon thirty (30) days' notice or only being cancelable upon payment of a fee or penalty, or both; (iii) not to make any substantial alterations or changes to any of such Seller’s Property, the Property other than de minimis alterations or changes or ordinary and necessary maintenance and repairs, without Purchaser’s 's prior approval (provided, however, such that Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s 's prior approval), Seller agreeing that it shall give Purchaser notice of any alterations or changes made to the Property on or about the date it performs same, whether or not Purchaser's prior approval is necessary; (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s the Property, ; and (v) to promptly deliver cure all material violations of law affecting the Property for which a written notice of violation was issued by the local governmental authorities prior to Purchaser any notices of breaches or defaults sent or received by Sellers the Effective Date (provided, however, that the cost to cure such violations shall not exceed $25,000 in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situationsaggregate, or prevent if such Seller from performing any act with respect violations are not cured prior to such Seller’s Property which may the Closing Date, at Closing Purchaser shall be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller entitled to a credit not to exceed $25,000 and shall notify Purchaser not be entitled to refuse to close on account of the existence of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.such

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its the Property consistent with the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Assumed Contract without Purchaser’s prior written approval (except as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and (B) not to enter into any Lease or to terminate, amend or otherwise modify an existing Lease except pursuant to Section 6.2.2; (iii) not to make any substantial alterations or changes to any of such Seller’s the Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s the Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers Seller in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s the Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.

Continued Care and Maintenance. Prior to Closing, such Seller agrees: (i) to continue its care, maintenance and operation of its Property consistent with on substantially the same standards as employed by such Seller to date; (ii) (A) not to enter into any new Contract and not to terminate, change, amend or modify materially any Assumed Lease, License or any Contract without Purchaser’s prior written approval (except as relates to proposed new Work Agreements, which are governed by Section 6.2.2 below), and that Seller shall have the right to: (Bx) not to enter into any Lease renewals, amendments, modifications or to extensions of existing Leases evidencing or reflecting the exercise by any Tenant of any expressly existing rights or options, the terms of which are fixed or determinable as of the Effective Date, under any existing Lease; and (y) terminate, change, amend or otherwise modify any Contract that is not an existing Lease except pursuant to Section 6.2.2Assumed Contract); (iii) not to make any substantial or material alterations or changes to any of such Seller’s Property, other than ordinary and necessary maintenance and repairs, without Purchaser’s prior written approval (provided, however, such Seller may make any alterations or changes to the Property that are required by any Lease or by applicable law without Purchaser’s prior approval); and (iv) to maintain in effect all policies of casualty and liability insurance or similar policies of insurance, with no less than the limits of coverage now carried with respect to such Seller’s Property, and (v) to promptly deliver to Purchaser any notices of breaches or defaults sent or received by Sellers in connection with the Leases, Assumed Contracts or Permitted Exceptions. Nothing contained herein shall prevent such Seller from acting to prevent loss of life, personal injury or property damage in emergency situations, or prevent such Seller from performing any act with respect to such Seller’s Property which may be required by any Lease, applicable law, rule or governmental regulations, provided that such Seller shall notify Purchaser of any emergency situations as soon as reasonably possible prior thereto or immediately thereafter.