Covenants of Contributor Sample Clauses
Covenants of Contributor. Contributor agrees as follows:
Covenants of Contributor. 6 ARTICLE III Conditions Precedent to the Closing..................................................................7 3.1 Conditions to Acquirer's Obligations..........................................................7 3.2 Conditions to Contributor's Obligations.......................................................7
Covenants of Contributor. (a) From the date hereof through the Closing, the Contributor shall not:
(i) Sell or transfer all or any portion of the Partnership Interest; or
(ii) Mortgage, pledge or encumber (or permit to become encumbered) all or any portion of the Partnership Interest.
(b) From the date hereof through the Closing, the Contributor shall permit each of the Partnerships to conduct its business in the ordinary course, consistent with past practice, and shall not permit any of the Partnerships to:
(i) Enter into any material transaction not in the ordinary course of business;
(ii) Sell or transfer any assets of the Partnerships;
(iii) Mortgage, pledge or encumber (or permit to become encumbered) any assets of the Partnerships, except (x) liens for taxes not due, (y) purchase money security interests and (z) mechanics' liens being disputed by any of the Partnerships in good faith and by appropriate proceedings;
(iv) Amend, modify or terminate any material agreements or other instruments to which any of the Partnerships is a party; or
(v) Materially alter the manner of keeping the Partnerships' books, accounts or records or the accounting practices therein reflected.
(c) The Contributor shall use its good faith diligent efforts to obtain any approvals, waivers or other consents of third parties required to effect the transactions contemplated by this Contribution Agreement.
Covenants of Contributor. (a) From the date hereof through the Closing, and except as contemplated by this Agreement or in connection with the Formation Transactions, Contributor shall not, without the prior written consent of the Operating Partnership:
(i) Sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Contributed Assets or all or any portion of Contributor’s Property Interest (other than Excluded Assets) other than in the ordinary course of its business consistent with past practice;
(ii) Except as otherwise disclosed in the Disclosure Letter, mortgage, pledge, hypothecate or encumber all or any portion of the Contributed Assets or the Property;
(iii) Terminate or amend any existing insurance policies affecting the Property that results in a material reduction in insurance coverage for the Property;
(iv) Cause or take any action that would render any of the representations or warranties set forth in Section 3.3 untrue in any material respect;
(v) Authorize or consent to any of the actions prohibited by this Agreement or any of the Closing Documents;
(vi) Amend the Organizational Documents of Contributor;
(vii) Adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to Contributor;
(viii) Exercise rights, if any, under applicable Organizational Documents, to initiate any buy-sell procedures or to commence any process to market and sell the Property Interest held by Contributor; or
(ix) Make or change any material Tax elections; settle or compromise any material claim, notice, audit report or assessment in respect of Taxes; change any Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax indemnity agreement, Tax sharing agreement, Tax protection agreement, Tax allocation agreement or similar contract or Tax closing or settlement agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; in each case, other than in the ordinary course of business and consistent with past practice.
Covenants of Contributor. 14 Section 4.1
Covenants of Contributor. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, Contributor shall not, without the prior written consent of the Operating Partnership:
(i) Sell, transfer (or agree to sell or transfer), assign or otherwise dispose of, or cause the sale, transfer, assignment or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Partnership Interest or all or any portion of its interest in the Property or the Property Interest; or
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interest.
(b) From the date hereof through the Closing, and except in connection with the Formation Transactions, the Contributor, shall to the extent within its control, conduct the Partnership’s business in the ordinary course of business, consistent with past practice, and shall, to the extent within its control and consistent with its obligations under the Partnership Agreement, not permit the Partnership, without the prior written consent of the Operating Partnership, to:
(i) Enter into any material transaction not in the ordinary course of business with respect to the Property;
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Liens) any assets of the Partnership, except (A) liens for taxes not delinquent, (B) purchase money security interests in the ordinary course of the Partnership’s business, and (C) mechanics’ liens being disputed by the Partnership in good faith and by appropriate proceeding in the ordinary course of the Partnership’s business;
(iii) Cause or permit the Partnership to change the existing use of the Property;
(iv) Cause or take any action that would render any of the representations or warranties regarding the Property as set forth on Exhibit C untrue in any material respect; or
(v) Make any distribution to its partners, except in the ordinary course of business consistent with past practices or as permitted by this Agreement;
(c) From the date hereof, the Contributor agrees to provide the Operating Partnership with such tax information relating to the Partnership Interest and the Property as reasonably requested by the Operating Partnership and to cooperate with the Operating Partnership with respect to its filing of tax returns.
Covenants of Contributor. Effective from the execution of this Agreement until the Closing or termination of this Agreement, Contributor, for itself and each Owner, hereby covenants with Acquiror as follows:
Covenants of Contributor. The Company Manager hereby covenants with the Operating Partnership as follows:
(a) From the Effective Date hereof until the Closing or earlier termination of this Agreement, the Company Manager shall cause the Company to use commercially reasonable efforts to operate and maintain the Property in a manner generally consistent with the manner in which the Company has operated and maintained the Property prior to the date hereof.
(b) Except as provided below, a copy of any amendment, renewal or expansion of any existing Lease or any new lease (collectively, the “New Leases” and individually “New Lease”) which the Company intends to execute between the Effective Date and the Closing Date will be submitted to the Operating Partnership. The Operating Partnership shall have the right to approve (in its sole and absolute discretion) any such New Lease which the Company desires to enter into between the Approval Date and the Closing Date. With respect to any such New Lease which the Operating Partnership has the right to approve, the Operating Partnership shall notify the Company Manager in writing within five (5) business days (“New Lease Approval Period”) after its receipt thereof (and any additional information reasonably requested by the Operating Partnership from the Company Manager relating to any of the New Leases) of either its approval or disapproval thereof. In the event the Operating Partnership notifies the Company Manager in writing within the New Lease Approval Period that the Operating Partnership does not approve any such New Lease, then the Company Manager shall cause the Company not to enter into such New Lease. In the event the Operating Partnership fails to notify the Company Manager in writing of its approval or disapproval within the New Lease Approval Period, the Operating Partnership shall be deemed to have approved any such New Lease. At Closing, unless otherwise provided herein, all Tenant Payment Obligations related to the New Leases (collectively, the “New Lease Costs”) shall be added to the Company Valuation to the extent such New Lease Costs are incurred and paid by the Company prior to the Closing. At Closing, all unpaid Tenant Payment Obligations incurred in connection with the Leases (other than the New Lease Costs) which have accrued prior to Closing shall be handled in accordance with the terms of Section 4.4(e) hereof. Notwithstanding the foregoing, nothing contained in this paragraph or elsewhere in this Agreement shall prohibi...
Covenants of Contributor. From the Effective Date through the Closing, the Contributor will not, without the prior written consent of Mammoth:
(a) sell, transfer (or agree to sell or transfer) or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to do any of the foregoing) all or any portion of the Interests; or
(b) cause or take any action that would render any of the representations or warranties set forth in Article 3 untrue in any material respect. Notwithstanding anything in this Agreement to the contrary, Contributor shall be permitted to (i) participate in negotiations or discussions with any person or group of persons other than Mammoth and its Affiliates that has made (and not withdrawn) an unsolicited offer, indication of interest, proposal or inquiry relating to an alternative transaction that it believes in good faith would reasonably be expected to result in a transaction more favorable to the stockholders of Contributor than the Transactions, (ii) thereafter furnish to such third party non-public information relating to the Interests for the purpose of assisting with or facilitating an alternative transaction, and (iii) after the termination of this Agreement pursuant to Section 6.1 enter into an alternative transaction or any agreement, arrangement or understanding, including, without limitation, any letter of intent, term sheet or other similar document, relating to an alternative transaction with such third party.
Covenants of Contributor. 9 Section 4.1 Covenants.................................................................................................... 9 Section 4.2 Consents..................................................................................................... 10