Covenants of Contributors. From the date hereof through the Closing, each of the Opportunity Partnerships shall itself and shall cause each of its Titleholders to conduct its business and Equity Office shall conduct the Management Business, in each case, in the ordinary course, consistent with past practice, and shall not itself and shall not cause or permit any of its Titleholders to or, in the case of Equity Office, in respect to the Management Business shall not:
(i) Enter into any material transaction not in the ordinary course of business;
(ii) Sell or transfer any material assets of the Titleholders or the Management Business; provided that nothing contained herein shall be deemed to constitute a limitation on the right of (w) any Opportunity Partnership to distribute to its partners net proceeds from the sale of non-office assets; (x) any Opportunity Partnership to distribute to its partners, or reserve for future distribution to its partners, amounts which it believes to be necessary for the continued qualification of any limited partner thereof as a real estate investment trust; (y) EOH and each of its subsidiary entities, Equity Office Properties, L.L.C. and Equity Capital Holdings, L.L.C., to distribute to their respective members, and EGI to distribute to its shareholders, cash generated from the operation of the Management Business for the period prior to the Closing Date; or (z) Opportunity Partnership I to distribute, directly or indirectly, to its partners its entire right, title and interest in ZML-Swansea Mall Limited Partnership;
(iii) Mortgage, pledge or encumber (or permit to become further encumbered except by Permitted Liens) any Titleholder Interests or the Management Business;
(iv) Materially amend, modify or terminate any material agreements (including, without limitation, those agreements which constitute Management Contracts) or other instruments to which any of the Titleholders or the Management Business are a party except such agreements or instruments that may terminate pursuant to their own terms prior to Closing; or
(v) Materially alter the manner of keeping the Titleholders' or the Management Business' books, accounts or records or the accounting practices therein reflected.
Covenants of Contributors. Each Contributor agrees as follows:
Covenants of Contributors. 10 Section 4.1 Covenants.............................................................10 Section 4.2 Consents..............................................................11
Covenants of Contributors. Covenants of Mammoth 6.4 Covenants of Mammoth Partners LLC 6.5 Notice
Covenants of Contributors. 10 Section 4.2
Covenants of Contributors. From the Effective Date through the Closing, Contributor will:
(a) Not, without the prior written consent of Mammoth or Mammoth Partners LLC, 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 LLC Interests, or cause any transaction as to Stingray Energy to be taken outside the ordinary course of business, including without limitation entering into any Material Contract or withdrawal or distribution of cash;
(b) Not, without the prior written consent of Mammoth or Mammoth Partners LLC, cause or take any action that would render any of the representations or warranties set forth in Article 4 and Article 5 untrue in any material respect; or
(c) Consent to or vote the shares of Common Stock they currently own in Mammoth in favor of the consummation of the Transactions.
Covenants of Contributors. Each of the Contributors acknowledge and agree that (i) other than the Termination Payment, no costs, expenses, payments or fees shall be due to Contributors or any of their affiliates, successors or assigns pursuant to the Contribution Agreement or this Agreement, (ii) OP and the Company shall not incur any penalties, payment obligations or reimbursement obligations for or in connection with the termination of the Contribution Agreement other than the Company's obligation to pay the Termination Payment to POB, and (iii) each of OP and the Company has fully performed all of their respective covenants and obligations under the Contribution Agreement.
Covenants of Contributors. Contributors covenant and agree with Partnership as follows:
Covenants of Contributors. A. Between the Contract Date and the Closing Date, the Contributors will, and will cause RMA to, conduct the business of RMA in (and only in) the ordinary course of business, and use commercially reasonable efforts to (i) preserve intact the current organization of RMA, (ii) keep available the services of its current managers, officers, employees and agents, and (iii) maintain the relations and good will with and of the Property Owners, creditors, employees and agents, all as the same exist on the Contract Date.
B. Between the Contract Date and the Closing Date, the Contributors will, and will cause RMA to, notify the Company promptly in writing if either of the Contributors or RMA has actual knowledge of any fact or condition that causes or constitutes a breach of any of the Contributors’ representations and warranties, or if either of the Contributors or RMA has actual knowledge of the occurrence after the Contract Date of any fact or condition that would (except as expressly contemplated by this Agreement) reasonably be expected to cause or constitute a breach of any such representation or warranty had such representation or warranty been made as of the time of occurrence or discovery of such fact or condition. During the same period, the Contributors will, and will cause RMA to, promptly notify the Company of the occurrence of any breach of any covenant of the Contributors in this Section 7 or of the occurrence of any event that would reasonably be expected to make the satisfaction of the conditions in Section 10 impossible or unlikely.
Covenants of Contributors. The Contributors shall have performed all obligations and complied with all covenants, in each case in all material respects, required by this Agreement to be performed or complied with by the Contributors at or prior to the Closing.
