Covenants of Purchaser and Seller. Purchaser and Seller agree that:
Covenants of Purchaser and Seller. Each party covenants and agrees with the other as follows:
(a) Prior to the Closing, each will do such further acts as may be reasonably necessary, desirable or proper to carry out more effectively the purposes of this Agreement.
(b) During the pendency of this Agreement, Seller shall carry on its business and activities relating to the Property substantially in the same manner as it did before the date of this Agreement.
(c) Seller shall not (and shall not permit Licensed Operator to) enter into any contracts relating to the maintenance or operation of any Property that are not cancelable with no more than thirty (30) days prior written notice and without the payment of any termination fee or penalty, without Purchaser’s written consent, which shall not be unreasonably withheld or delayed, except that such limitation shall not apply to any such contracts entered into by Seller or Licensed Operator to the extent needed to satisfy any health or safety issues or to the extent needed to discharge Seller’s obligations under any of the Leases.
(d) Seller shall not (and shall not permit Licensed Operator to) execute any new leases or residency agreements after the Effective Date (each a “New Lease”) or any other agreement for use of space in any Property, or the renewal, amendment, extension or expansion of any of the foregoing, except in the ordinary course of business consistent with current practices of Seller or Licensed Operator, or to which Purchaser consents. In the event Seller asks for Purchaser’s consent (which consent shall not be unreasonably withheld or delayed), Purchaser shall advise Seller, in writing, whether or not it approves or rejects such proposed document within three (3) business days after receipt of the proposed document. If Purchaser fails to notify Seller within such time period, Purchaser shall be deemed to have rejected the proposed document. If Purchaser reasonably rejects the proposed document for which Seller was seeking Purchaser’s consent, Seller nevertheless retains full right, power and authority to execute such proposed document, and Seller shall promptly advise Purchaser of the same; provided, however, that in such case Purchaser may elect to terminate this Agreement and receive a full refund of the Xxxxxxx Money within three (3) business days after receipt of Seller’s notice that Seller has executed the proposed document over Purchaser’s objection. If Purchaser fails to notify Seller within such time period, Purchaser shal...
Covenants of Purchaser and Seller. Purchaser and Seller agree that, subject to the terms and conditions of this Agreement, Purchaser and Seller will use their reasonable best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things with their control that are necessary or desirable under applicable law to consummate the transactions contemplated by this Agreement.
Covenants of Purchaser and Seller. (a) APPROVALS OF THIRD PARTIES; SATISFACTION OF CONDITIONS TO CLOSING. Seller and Purchaser will use their reasonable, good faith efforts, and will cooperate with one another, to secure all necessary consents, approvals, authorizations and exemptions from governmental agencies and other third parties, including as may be required after the Closing.
Covenants of Purchaser and Seller. 7.1 Operation of Property 7.2 Governmental Notices 7.3 Litigation 7.4 Updated Reports
Covenants of Purchaser and Seller. Section 5.1 Publicity. Purchaser and Seller agree to maintain in confidence information concerning this Agreement and the transactions contemplated by this Agreement. The parties shall consult with each other prior to any public announcements or disclosures required by law to be made with respect to the transactions contemplated by this Agreement, and no other announcements will be made without mutual consent of the parties.
Covenants of Purchaser and Seller. The Purchaser and the Seller each covenant and agree with the other that it will, concurrently with the change in the Seller's board of directors referred to in SECTION 3.1 above, cause the board to (i) appoint a special committee (the "Special Committee") composed of Willxxx X. Xxxxxxxxx, X. Charxxx Xxxxxxxx xxx Barrx X. Xxxxx ("Xlank") (or Joel Xxxxx xx Blank is unable to serve) with Joel Xxxxx xxxving as a nonvoting member, the unanimous approval which shall be required to (A) make any material change in (1) the terms of the Merger Agreement, (2) this Stock Purchase Agreement, (3) the Promissory Note annexed hereto as Exhibit A, (4) the definition of Collateral contained in the annexed Security Agreements or (5) the use of proceeds as set forth on SCHEDULE 3.2, or (B) permit the Seller to issue any equity securities or securities convertible into equity securities prior to the consummation of the Merger or ; and (ii) adopt the resolution in the form appended hereto as EXHIBIT D and the by-law revision in the form appended hereto as EXHIBIT E.
Covenants of Purchaser and Seller
