Common use of Covenants and Agreements of Seller Clause in Contracts

Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser that from the Effective Date until the Closing Date: a. From and after the Effective Date until the Closing Date, Seller shall continue the operation of the Contributed Entity and the Property as presently operated and in accordance with prudent business practices, and maintain the Property in its present condition, ordinary wear and tear excepted. Should any equipment, fixtures or services fail between the Effective Date and the Closing Date for which Seller is responsible, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a unit of similar size and quality, or at Purchaser’s option, Seller shall give Purchaser a settlement statement credit for the cost of such repair or replacement. From and after the Effective Date until the Closing Date, Seller shall not knowingly violate or allow the violation of any applicable laws with respect to the Property and the Contributed Entity. From and after the Effective Date until the Closing Date, Seller shall do or cause to be done all things reasonably within its control to comply with any and all easements, grants, appurtenances, privileges and licenses encumbering the Property. Further, Seller agrees to pay, as and when due, whether on its own behalf or on behalf of the Contributed Entity, all costs and expenses which have accrued prior to the Closing Date on any encumbrances presently affecting the Property. b. Seller shall notify Purchaser of any litigation, arbitration, administrative hearing or condemnation proceeding before any court or governmental agency concerning or affecting the Contributed Entity or the Property which is instituted or threatened after the Effective Date. c. Seller shall not enter into any new lease agreement covering all or any portion of the Property or amend or terminate the Lease without the prior written consent of Purchaser. d. Seller shall promptly deliver to Purchaser copies of any written notice received from Tenant of its election to vacate any leased premises or terminate the Lease or claiming a default under the Lease. e. Seller shall not remove any of the Personal Property from the Property, unless Seller shall replace the removed items with similar items of comparable quality and utility. f. Seller will not enter into any agreement or contract with respect to the Contributed Entity or the Property or amend any of the Service Contracts without the prior written consent of Purchaser. g. Seller shall maintain the current or materially similar insurance coverage on the Contributed Entity and the Property. h. Seller shall perform all of its obligations under the Lease and the Service Contracts.

Covenants and Agreements of Seller. (a) Seller covenants and agrees with Purchaser Buyer that from the Effective Date until the Closing Date: a. From and after the Effective Date until the Closing Date, (i) Seller shall continue to operate the operation of the Contributed Entity Real Estate as operated to date and the Property as presently operated and shall maintain all Improvements substantially in accordance with prudent business practices, and maintain the Property in its their present condition, condition (ordinary wear and tear and casualty excepted) and in a manner consistent with Seller's maintenance of the Improvements during Seller's period of ownership. Should Seller will not remove any equipment, fixtures or services fail between the Effective Date and the Closing Date Personal Property except as may be required for which Seller is responsible, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a unit of similar size and quality, or at Purchaser’s option, Seller shall give Purchaser a settlement statement credit for the cost of such necessary repair or replacement. From , and after replacement shall be of approximately equal quality and quantity as the Effective Date until the Closing Date, Seller shall not knowingly violate or allow the violation removed item of any applicable laws with respect to the Property and the Contributed Entity. From and after the Effective Date until the Closing Date, Seller shall do or cause to be done all things reasonably within its control to comply with any and all easements, grants, appurtenances, privileges and licenses encumbering the Property. Further, Seller agrees to pay, as and when due, whether on its own behalf or on behalf of the Contributed Entity, all costs and expenses which have accrued prior to the Closing Date on any encumbrances presently affecting the Personal Property. b. (ii) Seller shall notify Purchaser Buyer of any litigation, arbitration, administrative hearing or condemnation proceeding before any court or governmental agency concerning or affecting the Contributed Entity or the Property which Project which, to Seller's actual knowledge, is instituted or threatened after the Effective Date. c. (iii) Seller shall not enter into any new lease agreement covering all or any portion of the Property or amend or terminate the Lease without the prior written consent of Purchaser. d. Seller shall promptly deliver to Purchaser copies notify Buyer of any written notice received from a Tenant of any claimed landlord default, its election to vacate any its leased premises or terminate the its Lease, or of any election by Seller to terminate any Lease or claiming a default under the Leasecommence any judicial action against any Tenant. e. Seller shall not remove any (iv) Following the date which is two (2) business days prior to the expiration of the Personal Property from Due Diligence Period (the Property"Cut Off Date"), unless Seller shall replace the removed items with similar items of comparable quality and utility. f. Seller will not enter into any no agreement or contract with respect to the Contributed Entity operation or the Property or amend maintenance of any portion of the Service Contracts Real Estate, other than Leases executed after the Effective Date as hereinelsewhere provided, unless same can be terminated with no more than thirty (30) days notice without penalty. The foregoing notwithstanding, Seller shall provide Buyer prompt, written notice and a copy of any such agreement or contract entered into prior to the prior written consent of PurchaserCut Off Date. g. (v) Seller shall maintain the current or materially similar insurance coverage on the Contributed Entity and the PropertyProject. h. (vi) Seller will not modify the Existing Loan Documents in any material manner. (vii) Seller will not make any structural modifications or additions to the Project, unless required in an emergency or required to avoid any breach of a Lease by Seller, without first obtaining the consent of Buyer, which consent shall perform all of its obligations under the Lease and the Service Contractsnot be unreasonably withheld or delayed by Buyer.

Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser that from the Effective Date until the Closing Date: a. From and after the Effective Date until the Closing Date, Seller shall continue the operation of the Contributed Entity and the Property as presently operated and in accordance with prudent business practices, and maintain the Property in its present condition, ordinary wear and tear excepted. Should any equipment, fixtures or services fail between the Effective Date and the Closing Date for which Seller is responsible, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a unit of similar size and quality, or at Purchaser’s option, Seller shall give Purchaser a settlement statement credit for the cost of such repair or replacement. From and after the Effective Date until the Closing Date, Seller shall not knowingly violate or allow the violation of any applicable laws with respect to the Property and the Contributed Entitylaws. From and after the Effective Date hereof until the Closing Date, Seller shall do or cause to be done all things reasonably within its control to comply with any and all easements, grants, appurtenances, privileges and licenses encumbering the Property. Further, Seller agrees to pay, as and when due, whether on its own behalf or on behalf of the Contributed Entity, all costs and expenses which have accrued prior to the Closing Date on any encumbrances presently affecting the Property. b. Seller shall notify Purchaser of any litigation, arbitration, administrative hearing or condemnation proceeding before any court or governmental agency concerning or affecting the Contributed Entity or the Property which is instituted or threatened after the Effective Date. c. Seller shall not enter into any new lease -lease agreement covering all or any portion of the Property or amend or terminate the Lease without the prior written consent of Purchaser. d. Seller shall promptly deliver to Purchaser copies of any written notice received from Tenant of its election to vacate any leased premises or terminate the Lease or claiming a default under the Lease. e. Seller shall not remove any of the Personal Property from the Property, unless Seller shall replace the removed items with similar items of comparable quality and utility. f. Seller will not enter into any agreement or contract with respect to the Contributed Entity or the Property or amend any of the Service Contracts without the prior written consent of Purchaser. g. Seller shall maintain the current or materially similar insurance coverage on the Contributed Entity and the Property. h. Seller shall perform all of its obligations under the Lease and the Service Contracts.

Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser that from the Effective Date date until the Closing Date: a. From and after the Effective Date until the Closing Date, Seller shall continue the operation of the Contributed Entity and the Property as presently operated and in accordance with prudent business practices, and maintain the Property in its present condition, ordinary wear and tear excepted. Should any equipment, fixtures or services fail between the Effective Date and the Closing Date for which Seller is responsible, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a unit of similar size and quality, or at Purchaser’s option, Seller shall give Purchaser a settlement statement credit for the cost of such repair or replacement. From and after the Effective Date until the Closing Date, Seller shall not knowingly violate or allow the violation of any applicable laws with respect to the Property and the Contributed Entitylaws. From and after the Effective Date hereof until the Closing Date, Seller shall do or cause to be done all things reasonably within its control to comply with any and all easements, grants, appurtenances, privileges and licenses encumbering the Property. Further, Seller agrees to pay, as and when due, whether on its own behalf or on behalf of the Contributed Entity, all costs and expenses which have accrued prior to the Closing Date on any encumbrances presently affecting the Property. b. Seller shall notify Purchaser of any litigation, arbitration, administrative hearing or condemnation proceeding before any court or governmental agency concerning or affecting the Contributed Entity or the Property which is instituted or threatened after the Effective Date. c. Seller shall not enter into any new lease agreement covering all or any portion of the Property or amend or terminate the Lease without the prior written consent of Purchaser. d. Seller shall promptly deliver to Purchaser copies of any written notice received from Tenant of its election to vacate any leased premises or terminate the Lease or claiming a default under the Lease. e. Seller shall not remove any of the Personal Property from the Property, unless Seller shall replace the removed items with similar items of comparable quality and utility. f. Seller will not enter into any agreement or contract with respect to the Contributed Entity or the Property or amend any of the Service Contracts without the prior written consent of Purchaser. g. Seller shall maintain the current or materially similar insurance coverage on the Contributed Entity and the Property. h. Seller shall perform all of its obligations under the Lease and the Service Contracts.

Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser that from the Effective Date until the Closing Date: a. From and after the Effective Date until the Closing Date, Seller shall continue the operation of the Contributed Entity operate, maintain and the Property as presently operated and in accordance with prudent business practices, and maintain lease the Property in its present condition, ordinary wear and tear excepted. Should any equipment, fixtures or services fail between substantially the same manner as it has prior to the Effective Date and the Closing Date for which Seller is responsible, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a unit of similar size and quality, or at Purchaser’s option, Date. Seller shall give Purchaser a settlement statement credit for copies of all written notices received by Seller asserting any breach or default under the cost of such repair Leases or replacement. From and after the Effective Date until the Closing Date, Seller shall not knowingly violate Assumed Contracts or allow the any violation of any licenses, permits, governmental approvals or certificates of occupancy or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable laws with respect to the Property and the Contributed Entity. From and after the Effective Date until the Closing Date, Seller shall do or cause to be done all things reasonably within its control to comply with any and all easements, grants, appurtenances, privileges and licenses encumbering the Property. Further, Seller agrees to pay, as and shall perform when due, whether on its own behalf or on behalf due all of the Contributed Entity, Seller’s obligations under all costs and expenses which have accrued prior to the Closing Date on any encumbrances presently affecting the Propertyapplicable laws. b. Seller shall notify Purchaser of any litigation, arbitration, administrative hearing or condemnation proceeding before any court or governmental agency concerning or affecting the Contributed Entity or the Property which is instituted or threatened after the Effective DateDate and of which Seller receives written notice, except for routine resident eviction matters. c. After the expiration of the Inspection Period, Seller shall will not enter into any new lease agreement covering all or service contract with respect to any portion of the Property or amend or terminate the Lease without the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed, except that Seller shall be entitled, without Purchaser’s consent, to enter into service contracts in the ordinary course of business that are terminable without cause and without the payment of any termination penalty on not more than thirty (30) days’ prior notice. d. Seller shall promptly deliver to Purchaser copies of any written notice received from Tenant of its election to vacate any leased premises or terminate the Lease or claiming a default under the Lease. e. Seller shall not remove any of the Personal Property from the Property, unless Seller shall replace the removed items with similar items of comparable quality and utility. f. Seller will not enter into any agreement or contract with respect to the Contributed Entity or the Property or amend any of the Service Contracts without the prior written consent of Purchaser. g. Seller shall maintain the current or materially substantially similar insurance coverage on the Contributed Entity and the Property. h. e. Prior to the expiration of the Inspection Period, Purchaser shall deliver notice to Seller shall perform of which Service Contracts (other than “national contracts”) set forth on Exhibit H Purchaser elects to cause Seller to terminate in accordance with the terms of this paragraph. Seller will provide a notice of termination for all such Service Contracts that Purchaser elects to cause Seller to terminate, provided that such Service Contracts can be terminated in accordance with their terms without the payment of its obligations under a termination fee or penalty by Seller, unless Purchaser agrees to bear the Lease and entire cost of such fee or penalty (the “Terminable Service Contracts”). Purchaser shall assume at Closing (i) all Service Contracts identified as “Must Assume” on Schedule 4.03(e) attached hereto, (ii) all Service Contracts (other than “national contracts”) other than the Terminable Service Contracts, and (iii) all Service Contracts (other than “national contracts”) that Purchaser has not notified Seller on or prior to the expiration of the Inspection Period to terminate. In any event, Seller will terminate, at no cost to Purchaser, all management agreements.