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. 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. From the date hereof through the Closing Date, except as otherwise provided for or as contemplated by this Agreement, the formation Transactions or the other agreements, documents and instruments contemplated hereby, Contributor shall use commercially reasonable efforts to (and shall use commercially reasonable efforts to cause each of Contributed Entity and Subsidiary Entities to conduct its business and operate and maintain the Properties in the ordinary course of business consistent with past practice, pay debt obligations as they become due and payable (except as may be being contested in good faith and in a commercially prudent manner), and use commercially reasonable efforts to preserve intact current business organizations and preserve relationships with lenders and others having business dealings with it, in each case consistent with past practice. From the date hereof through the Closing Date, except as otherwise provided for or as contemplated by this Agreement, the Formation Transactions or other agreements, documents and instruments contemplated hereby or thereby, Contributor shall not:
(a) sell, transfer or otherwise dispose of all or any portion of the Contributed Interests;
(i) issue or authorize the issuance of any securities in respect of, in lieu of or in substitution for the Contributed Interests or make any other changes to the equity capital structure of the Contributed Entities or the Subsidiary Entities, or (ii) purchase, redeem or otherwise acquire the Contributed Interests;
(c) issue, deliver, sell, transfer, dispose, mortgage, pledge, assign or otherwise encumber, or cause the issuance, delivery, sale, transfer, disposition, mortgage, pledge, assignment or other encumbrance of, any limited liability company or partnership interests or other equity interests of the Contributed Entities or the Subsidiary Entities, the Properties or other assets of the Contributed Entities or the Subsidiary Entities;
(d) amend, modify or terminate any lease, contract or other instruments relating to a Property, except on an arms-length basis, on market terms, and in the ordinary course of business consistent with past practice;
(e) take or omit to take any action to cause any Lien to attach to the Contributed Interests, the equity interest in any Subsidiary Entity, or any Property, except for the Existing Loans;
(f) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Contributed Interests, the equity int...
Covenants of Contributor. To induce the Partnership to enter into this Agreement and to purchase the Property, and to pay the Contribution Value therefor, Contributor covenants and agrees to the following:
Covenants of Contributor. 9 Section 4.1 Covenants.................................................................................................... 9 Section 4.2 Consents..................................................................................................... 10
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.