Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement: a. Upon Completion of construction of the Improvements, Seller shall (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair. b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller. c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts. d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1. e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser. f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser. g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations. h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal. i. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser. j. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property. k. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.
Appears in 7 contracts
Samples: Option Agreement (Cca Prison Realty Trust), Option Agreement (Cca Prison Realty Trust), Option Agreement (Cca Prison Realty Trust)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing with respect to the Property or the earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, (a) Seller shall shall: (i) operate the Property in the ordinary course of Seller's ’s business and in substantially the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. (b) Seller shall cause to be maintained maintain in full force and effect fire and extended coverage insurance upon insuring the Property at its full replacement value and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. (c) Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are Property, without the prior written consent of Purchaser, other than those entered into in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1the normal course of business.
e. (d) Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof thereof, without the prior written consent of Purchaser.
f. (e) Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or or, amend or modify the documents evidencing or securing any such secured indebtedness without the prior consent of Purchaser.
g. (f) Seller will, subject to limitations provided by law with respect to privacy rights of inmates, will give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's ’s business operations.
h. (g) Seller will not amend or modify the terms of any Business Agreement without the prior written consent of Purchaser.
(h) Seller shall not remove remove, nor permit any other person to remove, any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if in any, to the Property as a result of such removal.
i. (i) During the pendency of this Agreement, Seller, its corporate officersmembers, directorsshareholders, and agents shall not negotiate the sale or other disposition of any or all of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of any or all of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. (j) Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of any or all of the Property.
k. (k) Seller shall provide representations, warranties and consents such information as may be reasonably required in connection with any public equity offering of stock or debt obligations financing by Purchaser, including including, but not limited to, inclusion of financial statements, summary financial information information, operating statements regarding the Property and other required information concerning Seller. Notwithstanding the foregoing, Purchaser agrees that to the extent that any such information requested of Seller is non-public information, Purchaser will not disclose such information without the consent of Seller, which consent will not be unreasonably withheld, conditioned or Seller as lessee under the Lease, in any Securities and Exchange Commission filingsdelayed.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Peak Resorts Inc), Agreement of Sale and Purchase (Peak Resorts Inc)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing with respect to a Property or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, (a) Seller shall shall: (i) operate the Property in the ordinary course of Seller's business and in substantially the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. (b) Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amountsamounts (which for purposes hereof shall be deemed to be the amounts and coverages in effect on the date hereof).
d. (c) Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1, except in the ordinary course of business.
e. (d) Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof thereof, except in the ordinary course of business, without the prior written consent of Purchaser. No such lien, easement or other condition affecting the Property which Seller creates or permits to be created shall be or constitute a Permitted Exception until (i) such lien, easement or other condition affecting the Property has been disclosed to Purchaser in writing prior to Closing, (ii) a true and correct copy of all documents or instruments creating, evidencing, affecting or relating to such lien, easement or other condition affecting the Property has been provided to Purchaser prior to Closing, and (iii) Purchaser has determined to proceed with Closing and accept such lien, easement or other condition affecting the Property as a Permitted Exception, which determination shall be conclusively presumed by Purchaser's election to proceed with Closing following Seller's compliance with the requirements of (i) and (ii) of this paragraph.
f. (e) Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or or, except in the ordinary course of business, amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. (f) Seller will, subject to limitations provided by law with respect to privacy rights of inmates, will give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's business operations.
h. (g) Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal, except in the ordinary course of business.
i. (h) During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. (i) Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. (j) Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock (the "Registered Offering") or debt obligations by Purchaser, including including, and similar in kind but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings. Seller shall cooperate in the preparation by Purchaser of a Form S-11 under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission in connection with the Registered Offering.
(k) Seller is sophisticated and experienced in the sale and lease back of real property and that in proceeding with the sale and lease back of the Properties, Seller will be relying on its investigations and examinations of each Property and not on any representation or warranty of Purchaser not expressly set forth in this Agreement.
Appears in 2 contracts
Samples: Option Agreement (Amc Entertainment Inc), Agreement of Sale and Purchase (Amc Entertainment Inc)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing with respect to a Property or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, (a) Seller shall shall: (i) operate the Property in the ordinary course of Seller's business and in substantially the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. (b) Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation tooperation of the Property in commercially reasonable amountsamounts (which for purposes hereof shall be deemed to be the amounts and coverages in effect on the date hereof).
d. (c) Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new anynew Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1, except in the ordinary course of business.
e. (d) Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof thereof, except in the ordinary course of business, without the prior written consent of Purchaser. No such lien, easement or other condition affecting the Property which Seller creates or permits to be created shall be or constitute a Permitted Exception until (i) such lien, easement or other condition affecting the Property has been disclosed to Purchaser in writing prior to Closing, (ii) a true and correct copy of all documents or instruments creating, evidencing, affecting or relatingto such lien, easement or other condition affecting the Property has been provided to Purchaser prior to Closing, and (iii) Purchaser has determined to proceed with Closing and accept such lien, easement or other condition affecting the Property as a Permitted Exception, which determination shall be conclusively presumed by Purchaser's election to proceed with Closing following Seller's compliance with the requirements of (i) and (ii) of this paragraph.
f. (e) Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or or, except in the ordinary course of business, amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. (f) Seller will, subject to limitations provided by law with respect to privacy rights of inmates, will give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's business operations.
h. (g) Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal, except in the ordinary course of business.
i. (h) During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. (i) Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. (j) Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock (the "Registered Offering") or debt obligations by Purchaser, including including, and similar in kind but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings. Seller shall cooperate in the preparation by Purchaser of a Form S-11 under the Securities Act of 1933, as amended, to be filed with the Securities and Exchange Commission in connection with the Registered Offering.
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Amc Entertainment Inc), Option Agreement (Amc Entertainment Inc)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this AgreementBuyer as follows:
a. (a) Upon Completion of construction of the Improvements, Seller shall (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency execution of this Agreement, Seller will make available to Buyer for examination at a location designated by Seller, its corporate officersall of Seller's title information, directorsproduction information and other information relating to the Interests, including without limitation, accounting files, production files, land files, lease files, well files, division order files, contract files and agents shall not negotiate marketing files, and, subject to the sale consent and cooperation of operators and other third parties, will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Interests as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any obligation of confidence or other disposition contractual commitment of the Property with any person or entity other than Purchaser, and shall not take any steps Seller to initiate, consummate or document the sale or other disposition of the Propertya third party.
(b) Seller shall, or in the case of any portion third-party operated wellx, xxe reasonable efforts to cause the operator thereof, to permit Buyer's authorized representative to conduct, at Buyer's sole risk and expense, on-site inspections of the Interests. All such inspections shall be conducted at the sole risk, cost and expense of Buyer, and Buyer shall indemnify and defend Seller from and against any person or entity other than Purchaserand all losses arising from such inspections.
j. Prior (c) During the period from the date of this Agreement to the Closing Date, Seller agrees agrees, unless specifically waived by Buyer in writing, as follows:
(1) Subject to notify Purchaser the provisions of applicable operating and other agreements, Seller shall continue to operate and administer the Interests in writing within three a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the Interests in substantially the same manner as before execution of this Agreement.
(2) Seller shall, except for emergency action taken in the face of risk to life, property or the environment, submit to Buyer for prior written approval, all requests for operating or capital expenditures and all proposed contracts and agreements relating to the Interests that involve individual commitments of more than $20,000.00 net to Seller's interest, or a cumulative total of $75,000 net to Seller's interest.
(3) Business Days of any offer received by, delivered to or communicated to Buyer acknowledges that Seller for the purchase, sale, acquisition or other disposition owns an undivided interest in certain of the Property.
k. Interests, and Buyer agrees that the acts or omissions of the other working interest owners who are not affiliated with Seller shall provide representationsnot constitute a violation of the provisions of this Agreement, warranties and consents nor shall any action required by a vote of working interest owners constitute such a violation so long as may be reasonably required Seller has voted its interest in connection a manner that complies with any public offering the provisions of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under this Section. To the Lease, in any Securities and Exchange Commission filings.extent that
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Exco Resources Inc), Purchase and Sale Agreement (Venus Exploration Inc)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing with respect to the Property or the expiration or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, (a) Seller shall shall: (i) operate the Property in the ordinary course of Seller's ’s business and in substantially the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. (b) Seller shall cause to be maintained maintain in full force and effect fire and extended coverage insurance upon insuring the Property at its full replacement value and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. (c) Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are Property, without the prior written consent of Purchaser, other than those entered into in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1the normal course of business.
e. (d) Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof thereof, without the prior written consent of Purchaser. No such lien, easement or other condition affecting the Property which Seller creates or permits to be created shall be or constitute a Permitted Exception until (i) such lien, easement or other condition affecting the Property has been disclosed to Purchaser in writing prior to Closing, (ii) a true and correct copy of all documents or instruments creating, evidencing, affecting or relating to such lien, easement or other condition affecting the Property has been provided to Purchaser prior to Closing, and (iii) Purchaser has determined to proceed with Closing and accept such lien, easement or other condition affecting the Property as a Permitted Exception.
f. (e) Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property Property, including the Loans, from the date hereof until Closing, and will not suffer or permit any default or or, amend or modify the documents evidencing or securing any such secured indebtedness without the prior consent of Purchaser.
g. (f) Seller will, subject to limitations provided by law with respect to privacy rights of inmates, will give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's ’s business operations.
h. (g) Seller will not amend or modify the terms of any Business Agreement without the prior written consent of Purchaser.
(h) Seller shall not remove remove, nor permit any other person to remove, any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. (i) During the pendency of this Agreement, Seller, its corporate officersmembers, directorsshareholders, and agents shall not negotiate the sale or other disposition of any or all of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of any or all of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. (j) Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of any or all of the Property.
k. (k) Seller shall provide representations, warranties and consents such information as may be reasonably required in connection with any public equity offering of stock or debt obligations financing by Purchaser, including including, but not limited to, inclusion of financial statements, summary financial information information, operating statements regarding the Property and other required information concerning Seller. Notwithstanding the foregoing, Purchaser agrees that to the extent that any such information requested of Seller is non-public information, Purchaser will not disclose such information without the consent of Seller, which consent will not be unreasonably withheld, conditioned or Seller as lessee under the Lease, in any Securities and Exchange Commission filingsdelayed.
Appears in 2 contracts
Samples: Option Agreement (Peak Resorts Inc), Restructure Agreement (Peak Resorts Inc)
Covenants and Agreements of Seller. Seller covenants and agrees with PurchaserXxxxx as follows:
(a) Within ten (10) calendar days after the Effective Date, from Seller, at Seller’s sole cost and expense, shall deliver to Buyer, with respect to the Property, true, correct, and complete copies of all lease agreements and/or occupancy agreements and/or licenses of any kind or nature (if oral, Seller shall provide to Buyer in writing all material terms thereof) relating to the possession of the Property, or any part thereof, including any and all modifications, supplements, and amendments thereto (the “Leases”).
(b) From the Effective Date until the Closing Date, except as required or earlier termination prohibited by order of this Agreementcourt or Governmental Authority with jurisdiction over the Property, Seller shall:
a. Upon Completion of construction of the Improvements, Seller shall (i) operate the Property only in the ordinary course of Seller's business usual manner consistent with prior usage, and in compliance in all material respects with all applicable laws, ordinances, regulations, and restrictions, with the same manner as currently operated; requirements of any mortgage, deed of trust, security agreement, pledge agreement, insurance policy, restrictive covenant or deed restriction affecting the Property, and use its reasonable efforts to preserve its relations with others having business dealings with it in connection with the Property;
(ii) fully maintain the Property in its present condition, ordinary wear and repair tear and damage by fire or other casualty excepted;
(iii) not encumber or allow any additional encumbrances to title to the ImprovementsProperty;
(iv) cancel and terminate, effective on or before the FixturesClosing Date, any agreements binding upon the Property if legally permissible to do so and provided does not cause or create any potential breach of contract or liability claims against Seller;
(v) keep in place, and not cancel or voluntarily allow to expire, an insurance policy maintained by Seller for the Personal Property unless such policy is replaced by another policy or policies providing coverage at least as extensive as the policy being replaced;
(vi) as soon as practicable after receipt, provide Buyer with copies of any and all written notices received from (i) any insurance company which provides Seller with fire or casualty insurance on the Property effecting or threatening cancellation or non-renewal because of, or complaining about, fire code violations in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to upon the Property or violations of any other Laws applicable thereto, or (ii) any governmental authority having jurisdiction over the Property complaining about building or fire code violations in or upon the Property or violations of any other Laws applicable thereto;
(vii) within a reasonable amount of time (and in any event within three (3) business days) after obtaining knowledge of the same, advise Buyer of any pending or threatened litigation, condemnation, arbitration, or administrative proceeding or hearing concerning or affecting the Property;
(viii) not either (i) market the Property for sale or enter into discussions or negotiations with potential purchasers of all or any portion thereof, and shall have complete physical access to of the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily (ii) enter into discussions or assume any new Business Agreements negotiations with regard to the Property which are in addition to third-parties regarding financing secured by all or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent any refinancing of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller existing debt secured by the Property from the date hereof until Closing, and will not suffer all or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition portion of the Property, or any portion thereof, to any person or entity other than Purchaser.;
j. Prior to the Closing Date, Seller agrees to (ix) notify Purchaser in writing Buyer within three (3) Business Days business days after Seller obtains knowledge of any offer received by, delivered to inaccuracy or communicated to Seller for the purchase, sale, acquisition or other disposition breach of any of the Property.
k. Seller shall provide representations, warranties warranties, covenants and consents as may be agreements of Seller hereunder;
(x) from and after the Effective Date until the date of any termination of this Contract or expiration of Buyer’s Feasibility Review Period, reasonably required cooperate with Buyer in connection with any public offering of stock or debt obligations by PurchaserBuyer’s inspections, including but not limited to, inclusion of financial statements, summary financial information studies and other feasibility determinations; and
(xi) continue to make (i) all payments required information concerning Seller, or Seller as lessee under the Leaseterms of any existing financing on the Property and shall not suffer or permit a default to arise thereunder, in and (ii) any Securities and Exchange Commission filingsall other payments due and owing with respect to the Property, including, without limitation, real estate taxes, assessments, charges, fees, levies and impositions, insurance premiums, service contracts, management fees and payments for materials and materialmen, prior to the due date for such payment and will, upon Buyer’s request, deliver to Buyer evidence reasonably satisfactory to Buyer of payment thereof.
Appears in 2 contracts
Samples: Contract of Sale, Contract of Sale
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, Seller shall shall: (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.the
Appears in 2 contracts
Samples: Agreement of Sale and Purchase (Cca Prison Realty Trust), Agreement of Sale and Purchase (Cca Prison Realty Trust)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing with respect to the Property or the expiration or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, (a) Seller shall shall: (i) operate the Property in the ordinary course of Seller's ’s business and in substantially the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. (b) Seller shall cause to be maintained maintain in full force and effect fire and extended coverage insurance upon insuring the Property at its full replacement value and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. (c) Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are Property, without the prior written consent of Purchaser, other than those entered into in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1the normal course of business.
e. (d) Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof thereof, without the prior written consent of Purchaser. No such lien, easement or other condition affecting the Property which Seller creates or permits to be created shall be or constitute a Permitted Exception until (i) such lien, easement or other condition affecting the Property has been disclosed to Purchaser in writing prior to Closing, (ii) a true and correct copy of all documents or instruments creating, evidencing, affecting or relating to such lien, easement or other condition affecting the Property has been provided to Purchaser prior to Closing, and (iii) Purchaser has determined to proceed with Closing and accept such lien, easement or other condition affecting the Property as a Permitted Exception.
f. (e) Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property Property, including the Loan, from the date hereof until Closing, and will not suffer or permit any default or or, amend or modify the documents evidencing or securing any such secured indebtedness without the prior consent of Purchaser.
g. (f) Seller will, subject to limitations provided by law with respect to privacy rights of inmates, will give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's ’s business operations.
h. (g) Seller will not amend or modify the terms of any Business Agreement without the prior written consent of Purchaser.
(h) Seller shall not remove remove, nor permit any other person to remove, any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. (i) During the pendency of this Agreement, Seller, its corporate officersmembers, directorsshareholders, and agents shall not negotiate the sale or other disposition of any or all of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of any or all of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. (j) Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of any or all of the Property.
k. (k) Seller shall provide representations, warranties and consents such information as may be reasonably required in connection with any public equity offering of stock or debt obligations financing by Purchaser, including including, but not limited to, inclusion of financial statements, summary financial information information, operating statements regarding the Property and other required information concerning Seller. Notwithstanding the foregoing, Purchaser agrees that to the extent that any such information requested of Seller is non-public information, Purchaser will not disclose such information without the consent of Seller, which consent will not be unreasonably withheld, conditioned or Seller as lessee under the Lease, in any Securities and Exchange Commission filingsdelayed.
Appears in 2 contracts
Samples: Option Agreement (Peak Resorts Inc), Option Agreement (Peak Resorts Inc)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, Seller shall shall: (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts, but no less than currently in effect.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements or modify, amend or terminate any existing Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. . Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's business operations.
h. g. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. h. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. i. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. j. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including including, but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Wackenhut Corrections Corp)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, Seller shall shall: (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the ImprovementsHobbx X Xmprovements, the Fixtures, and the Personal Property in good condition and repair; and (iii) complete the construction of the Hobbx Xxxansion Improvements in accordance with the provisions of this Agreement and the provisions of the Lease and Construction Completion Indemnity Agreement to be executed and delivered at the Hobbx X Xlosing.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Prior to the Hobbx X Xlosing, Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts, but no less than currently in effect and following the Hobbx X Xlosing, as required under the Lease.
d. Seller shall pay when due all bills and expenses of the Property, including all hard and soft costs in connection with the construction of the Hobbx Xxxansion Improvements. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1.
e. Seller shall not create or voluntarily permit to be created any liensmodify, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.terminate
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Correctional Properties Trust)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, Seller shall shall: (iI) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts, but no less than currently in effect.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements or modify, amend or terminate any existing Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. . Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.be
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Correctional Properties Trust)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from Buyer as follows:
(a) Access to Records; Physical Access to the Effective Date until Leases and Xxxxx. From the Closing or earlier termination date of this AgreementAgreement to the Closing, Seller will:
a. Upon Completion (i) Make the Records available to Buyer and its representatives for inspection and review at Seller’s offices during normal business hours to permit Buyer to perform its due diligence review. Subject to the consent and cooperation of construction third Persons, Seller will assist Buyer in its efforts to obtain, at Buyer’s expense, such additional information from such Persons as Buyer may reasonably desire. Buyer may inspect the Records and such additional information only to the extent it may do so without violating any obligation of the Improvementsconfidence or contractual commitment of Seller to a third Person. If disclosure or access is prohibited, Seller shall use commercially reasonable efforts to obtain permission to grant such access to Buyer and its representatives, and shall provide Buyer and its representatives with as much information or access concerning the matter as is possible while still complying with applicable Laws and Seller’s obligations; provided that Seller shall not be required to make any payments for the benefit of any third Person in order to do so.
(ii) To the extent Seller has the legal authority to do so, grant Buyer, during reasonable business hours, physical access to the Properties to allow Buyer to conduct, at Buyer’s sole risk and expense, on-site inspections and environmental assessments of the Properties. In connection with any such on-site inspections, Buyer agrees not to unreasonably and materially interfere with the normal operation of the Properties and agrees to comply with all requirements of the operators of the Xxxxx. If Buyer or its agents prepare an environmental assessment of any Lease or Well, Buyer agrees to keep such assessment confidential, unless disclosure is required pursuant to applicable Law, and to furnish copies thereof to Seller. IN CONNECTION WITH GRANTING SUCH ACCESS, BUYER REPRESENTS THAT IT IS ADEQUATELY INSURED AND WAIVES, RELEASES AND AGREES TO INDEMNIFY SELLER AND ITS RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, LIMITED PARTNERS, SHAREHOLDERS, EMPLOYEES, AGENTS, REPRESENTATIVES AND AFFILIATES AGAINST ALL CLAIMS FOR INJURY TO, OR DEATH OF, PERSONS OR FOR DAMAGE TO PROPERTY ARISING IN ANY WAY FROM THE ACCESS AFFORDED TO BUYER HEREUNDER OR THE ACTIVITIES OF BUYER, REGARDLESS OF CAUSE, INCLUDING THE CONCURRENT NEGLIGENCE OF SELLER AND ITS CONTRACTORS AND SUBCONTRACTORS AND THEIR EMPLOYEES, BUT EXCLUDING HOWEVER, THE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OF ANY SUCH PERSON. THIS WAIVER, RELEASE AND INDEMNITY BY BUYER SHALL SURVIVE TERMINATION OF THIS AGREEMENT.
(b) Operation of the Assets. From the date of this Agreement to the Closing, Seller will:
(i) Maintain the Seller-Operated Assets and operate the Property Seller-Operated Assets as a reasonably prudent operator in the ordinary course of Seller's business and in the same manner as currently operated; and business;
(ii) fully maintain Pay or cause to be paid its proportionate share of all costs and repair expenses incurred in connection with the Improvementsoperation of the Assets;
(iii) Pay or cause to be paid all bonuses and rentals, the Fixturesroyalties, overriding royalties, shut-in royalties, and the Personal Property in good condition minimum royalties and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser development and operating expenses, ad valorem, property, production, severance, excise, and similar Taxes, and other payments incurred with respect to the Property Assets except (A) royalties held in suspense as a result of title issues and that do not give any third party a right to cancel an interest in an Asset and (B) expenses or any portion thereofroyalties being contested in good faith, unless the nonpayment of such contested expenses or royalties could result in the loss of a Lease, in which case Seller shall notify Buyer and shall have complete physical access obtain Buyer’s approval prior to withholding such payment;
(iv) Comply in all material respects with all applicable Laws, statutes, ordinances, rules, regulations and orders relating to the PropertyAssets;
(v) Maintain the personal property comprising part of the Seller-Operated Assets in at least as good a condition as it is on the date hereof, subject to ordinary wear and tear;
(vi) Keep the Buyer reasonably informed regarding current and proposed activities and operations relating to the Assets;
(vii) Notify Buyer of ongoing activities and major capital expenditures with respect to the Seller-Operated Assets in excess of $10,000 per activity or expenditure, net to the interest constituting part of the Assets, other than recompletions and other Capital Projects (which access in all cases are deemed approved by Buyer);
(viii) Use commercially reasonable efforts to preserve intact its present business organization and endeavor to preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall occur not be adversely affected in any material respect at such times the Closing;
(ix) Keep and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazardmaintain accurate books, as reasonably determined by Seller.records and accounts;
c. Seller shall cause to be maintained (x) Maintain in full force and effect fire existing insurance policies and extended binders subject only to variations required by the ordinary course of business, or else will obtain, prior to the lapse of any such policy or binder, substantially similar coverage insurance with insurers of recognized standing;
(xi) Pay all Taxes imposed upon the Property and public liability insurance any of its Assets or with respect to damage its franchises, business, income or injury to persons assets before any penalty or property occurring on or relating to operation interest accrues thereon;
(xii) Pay all claims and expenses (including claims and expenses for labor, services, materials and supplies) which are not the subject of a bona fide dispute when they become due and payable in accordance with their terms;
(xiii) Comply with and enforce the provisions of the Property in commercially reasonable amounts.
d. Seller shall pay Material Contracts, including paying when due all bills Indebtedness, payables, rentals, royalties, expenses and expenses of the Property. Seller shall not voluntarily enter into other liabilities relating to its business or assume any new Business Agreements with regard to the Property Assets which are not the subject of a bona fide dispute; and
(xiv) At all times preserve and keep in addition to or different from those furnished full force and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency of this Agreement, Seller, effect its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaserexistence.
j. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Mid-Con Energy Partners, LP)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, Seller shall shall: (iI) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts, but no less than currently in effect.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements or modify, amend or terminate any existing Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. . Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, Property so long as the same does not unreasonably interfere with Seller's business operations.
h. g. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. h. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. i. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. j. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including including, but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Correctional Properties Trust)
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. (a) Upon Completion of construction of the Improvements, Seller shall (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. (b) Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. (c) Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts, but no less than currently in effect.
d. (d) Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements or modify, amend or terminate any existing Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 14.1.
e. (e) Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. (f) Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. (g) Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. (h) Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. (i) During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. (j) Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. (k) Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.
Appears in 1 contract
Covenants and Agreements of Seller. Seller hereby expressly covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreementas follows:
a. Upon Completion (a) Seller shall and does hereby agree to indemnify Purchaser from and against any and all liabilities, claims, costs, liens and demands arising from and out of construction of or in any manner connected with the ImprovementsProperty or the Operating Agreements and relating to the period prior to the Closing.
(b) At Closing, Seller shall deliver to Purchaser current valid Certificates of Occupancy or the equivalent for the Property, to the extent the same are in Seller's possession;
(ic) operate From even date herewith until and including the date of Closing, Seller shall:
(1) not enter into any lease, license, permit, contract or other agreement of any kind or nature whatsoever affecting the Property or any portion or portions thereof, or in any way relating to the ownership, use or occupancy of the Property or any portion or portions thereof, without Purchaser's prior written consent, except in the ordinary course of Seller's business and business; provided that in no event shall Seller enter into any new lease or extension of any existing lease or any other agreement affecting the same manner as currently operated; and Property or the operation thereof which is not terminable without penalty upon thirty (ii30) fully maintain and repair the Improvementsor fewer days notice, the Fixtures, and the Personal Property without in good condition and repaireach instance Purchaser's prior written consent.
b. Purchaser shall be entitled (2) comply in all respects with all federal, state and municipal laws, ordinances, directives, orders, regulations and requirements which apply to make all inspections Seller or investigations desired by Purchaser with respect to the Property or to any portion or portions thereof or to any adjacent street or other public area or to the ownership, maintenance, operation or use of the Property or any portion or portions thereof, and shall promptly remedy any violation thereof of which notice shall have complete physical access been given by any governmental authority having jurisdiction; and
(3) continue to operate and maintain the Property, which access shall occur at such times from and after the date hereof and until Closing, in such a manner so as to not unreasonably interfere consistent with Seller's business operations or constitute a safety hazardpast management practices and calculated to be in the best interest of the Property, as reasonably determined by including without limitation, the continued maintenance of levels of linens and other operating supplies consistent with Seller's past management practices.
c. (d) Seller shall promptly notify Purchaser as to any notice which Seller shall receive as to any actual or threatened action by any person, firm, corporation, entity, or governmental agency, division or body which may, or may have the likely effect to, cause a change in the truth of Seller's warranties or representations made in this Agreement or affect Seller's ability to perform under the terms and conditions of this Agreement.
(e) At least one day prior to the expiration of the Examination Period, Seller shall furnish to Purchaser a termite pest infestation report from a licensed pest control contractor certifying that the Buildings are free and clear of all visible evidence of termites, fungus, dry rot, beetles, other wood destroying insects, cellulose debris or excessive moisture conditions. If such report discloses that the Buildings are not free and clear of such visible evidence, then Seller shall cause to be maintained performed such curative work as may be necessary to treat the cause of such visible evidence and to render the Buildings free and clear of such visible evidence and Seller shall deliver to Purchaser at Closing a certificate from such licensed pest control contractor to the effect that the Buildings are free and clear of such visible evidence.
(f) Purchaser acknowledges that there are various liquor licenses associated with the operation of the Hotel. Purchaser represents and warrants to Seller that it shall make application with the appropriate governmental agencies during the Examination Period for the issuance or transfer, as applicable, of such licenses promptly after the date hereof, and shall diligently pursue the obtaining of such licenses at Purchaser's sole cost and expense; provided that if such licenses cannot be obtained by Purchaser prior to Closing, Seller shall cooperate with Purchaser in maintaining the current liquor licenses for the Hotel until such liquor licenses are issued to Purchaser (but not longer than ninety (90) days after Closing) by entering into a liquor license agreement in form and content reasonably acceptable to Purchaser and Seller ("Liquor License Agreement") pursuant to which Seller shall incur no cost or liability and Purchaser shall indemnify, defend and hold Seller harmless from any claims incurred by Seller in connection with maintaining the current liquor licenses pursuant to the Liquor License Agreement. Purchaser shall not impair any existing license or take any action to prevent Seller's licenses from remaining in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard prior to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1Closing.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without replacing same with substantially similar items of equal or greater value and repairing the damage, if any, to the Property as a result of such removal.
i. During the pendency of this Agreement, Seller, its corporate officers, directors, and agents shall not negotiate the sale or other disposition of the Property with any person or entity other than Purchaser, and shall not take any steps to initiate, consummate or document the sale or other disposition of the Property, or any portion thereof, to any person or entity other than Purchaser.
j. Prior to the Closing Date, Seller agrees to notify Purchaser in writing within three (3) Business Days of any offer received by, delivered to or communicated to Seller for the purchase, sale, acquisition or other disposition of the Property.
k. Seller shall provide representations, warranties and consents as may be reasonably required in connection with any public offering of stock or debt obligations by Purchaser, including but not limited to, inclusion of financial statements, summary financial information and other required information concerning Seller, or Seller as lessee under the Lease, in any Securities and Exchange Commission filings.
Appears in 1 contract
Samples: Contract for the Purchase and Sale of Property (Ridgewood Hotels Inc)
