Common use of Covenants of Contributors Clause in Contracts

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. (a) From the date hereof through the Closing, each and except in connection with the Formation Transactions, no Contributor shall: (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 Opportunity Partnerships shall itself and shall cause each foregoing) all or any portion of its Titleholders Partnership Interests or Contributed Assets; (ii) Sell, transfer or otherwise dispose of, or cause the sale, transfer or disposition of (or agree to conduct do any of the foregoing) all or any portion of the Properties or the Property Interests; or (iii) Except as otherwise disclosed in the Disclosure Schedule or Prospectus, mortgage, pledge or encumber (or permit to become encumbered) all or any portion of its business Partnership Interests or Contributed Assets. (b) From the date hereof through the Closing, and Equity Office except in connection with the Formation Transactions, each Contributor, shall to the extent within his or its control, conduct the Management Business, in each case, Partnership's business in the ordinary coursecourse of business, consistent with past practice, and shall shall, to the extent within his or its control, not itself and shall not cause or permit any Partnership, without the prior written consent of its Titleholders to orthe Operating Partnership, in the case of Equity Office, in respect to the Management Business shall notto: (i) Enter into any material transaction not in the ordinary course of businessbusiness with respect to the Partnership Interest; (ii) Sell Sell, transfer or dispose of, or cause the sale, transfer or disposition of (or agree to do any material of the foregoing) any assets of such Partnership, except in the Titleholders or the Management Business; provided that nothing contained herein shall be deemed to constitute a limitation on the right ordinary course 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 Partnershipbusiness consistent with past practice; (iii) MortgageExcept as otherwise disclosed in the Disclosure Schedule or Prospectus, mortgage, pledge or encumber (or permit to become further encumbered except by Permitted Liensencumbered) any Titleholder Interests assets of such Partnership, except (A) liens for taxes not due, (B) purchase money security interests in the ordinary course of such Partnership's business, and (C) mechanics' liens being disputed by such Partnership in good faith and by appropriate proceeding in the ordinary course of such Partnership's business (provided such mechanics liens are released from the Property Interest prior to or on the Management BusinessClosing Date at no cost to the Operating Partnership); (iv) Materially amendAmend, modify or terminate any material agreements (includinglease, without limitation, those agreements which constitute Management Contracts) contract or other instruments relating to the Partnership Interests or the Property Interests to which such Partnership is a party, except in the ordinary course of the Partnership's business consistent with past practice; (v) Cause or permit any Partnership to change the existing use of any Property; (vi) Cause or permit any Partnership to enter into any new lease or terminate any existing Lease except in the ordinary course of the Partnership's business consistent with past practice; (vii) Cause or take any action that would render any of the Titleholders representations or warranties regarding the Management Business are a party except such agreements or instruments that may terminate pursuant to their own terms prior to Closing; orProperties as set forth herein untrue in any material respect; (vviii) Terminate or amend any existing insurance policies affecting the Properties that results in a material reduction in insurance coverage for one or more Properties; (ix) Knowingly cause or permit the Partnership to violate or fail to use commercially reasonable efforts to cure any violation of any applicable laws; (x) Materially alter the manner of keeping the Titleholders' or the Management Business' such Partnership's books, accounts or records or the accounting practices therein reflected; or (xi) Make any distribution to its partners, except in the ordinary course of business consistent with past practices or as disclosed in the financial statements or pro forma financial statements included in the Prospectus. (c) From the date hereof and subsequent to the Closing, each Contributor agrees to provide the Operating Partnership with such tax information relating to the Partnership Interests as reasonably requested by the Operating Partnership and to cooperate with the Operating Partnership with respect to its filing of tax returns. (d) Notwithstanding anything to the contrary contained herein, any failure by any Contributor to comply with or fulfill the covenants contained in this Section 4.1 shall not constitute an indemnifiable claim under Article 3 of Exhibit D attached hereto, but shall constitute an unfulfilled condition precedent pursuant to Section 2.1(b), provided such failure is identified to or otherwise becomes known to the Operating Partnership prior to Closing.

Covenants of Contributors. (a) From the date hereof through the ClosingClosing Date, except as otherwise expressly provided for or as contemplated by this Agreement or the other agreements, documents and instruments contemplated hereby, each Contributor shall cause its respective Contributed Entity to (i) operate its hospitality Property and Business only in the Ordinary Course, (ii) use commercially reasonable efforts to maintain relationships with hotel guests and suppliers 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, Business in the ordinary courseOrdinary Course, and (iii) use commercially reasonable efforts in the Ordinary Course to maintain the Properties in their current operating condition, consistent with past practice, pay debt obligations as they become due and shall not itself payable (except as may be being contested in good faith and shall not cause or permit any of its Titleholders in a commercially prudent manner), and (iv) use commercially reasonable efforts in the Ordinary Course to orpreserve intact current business organizations and preserve relationships with lenders and others having business dealings with it, in each case consistent with past practice. (b) From the case date hereof through the Closing Date or earlier termination of Equity Officethis Agreement, in respect Contributors shall, upon reasonable written notice to the Management Business shall not: any LTD Entity or Contributor, (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 afford to the Closing Date; or (z) Opportunity Partnership I Caliber Entities and its Representatives access at reasonable times during normal business hours to distributethe officers, directly or indirectlyagents, to its partners its entire rightproperties, title offices 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 other facilities (including, without limitation, those agreements which constitute Management Contractsthe Property) or other instruments to which any of the Titleholders or Contributed Entities with respect to the Management Business and to the books and records thereof, and (ii) timely make available to the Caliber Entities and its Representatives such information concerning the operations, properties, contracts, records and personnel as may be reasonably requested, in writing, from time to time, by the Caliber Entities and its Representatives, and (iii) allow the Caliber Entities to perform non-invasive physical investigations and inspections of the Property, and to perform other compliance inspections and other investigations of the Business operations, in each case that are a party except not disruptive to conducting the Business at the Property (including compliance with employment laws, rules and regulations applicable to the Contributed Entities), all to determine the suitability and condition of the Property and the Business operations and its employees in connection therewith (including interviewing the general manager and other key executive employees of the Property as designated in advance by LTD in writing in LTD’s sole discretion,), to the extent the Caliber Entities deems reasonably necessary, but in all events subject to at the option of the applicable LTD Entity and their respective counsel, in the presence of 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 reflectedLTD Entity representatives.

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) EOP and 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.