Covenants of Seller Prior to Closing. (a) From the Effective Date until the Closing or earlier termination of this Agreement, Seller or Seller’s agents shall:
Covenants of Seller Prior to Closing. Between the date of this Agreement and the Closing:
Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION
(a) afford Buyer and its Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed.
5.2 OPERATION OF THE BUSINESS OF SELLER Between the date of this Agreement and the Closing, Seller shall (and Shareholder shall cause Seller to):
(a) conduct its business only in the Ordinary Course of Business;
(b) except as otherwise directed by Buyer in writing, and without making any commitment on Buyer's behalf, use its Best Efforts to preserve intact its current business organization, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with it;
(c) confer with Buyer prior to implementing operational decisions of a material nature;
(d) otherwise report periodically to Buyer concerning the status of its business, operations and finances;
(e) make no material changes in management personnel without prior consultation with Buyer;
(f) maintain the Assets in a state of repair and condition that complies with Legal Requirements and is consistent with the requirements and normal conduct of Seller's business;
(g) keep in full force and effect, without amendment, all materi...
Covenants of Seller Prior to Closing. During the period from the Effective Date until the earlier of (a) the Closing, or (b) the termination of this Agreement, Seller shall, in addition to the covenants set forth elsewhere in this Agreement:
(a) Maintain any existing insurance coverage for the Property;
(b) Not permit or suffer to exist any new encumbrance, charge or lien (excluding the Permitted Exceptions) against the Property unless such encumbrance, charge or lien is a residential tenant Lease entered into in the ordinary course of Seller's business, or has been approved in writing by Buyer, or unless such encumbrance, charge or lien will be removed by Seller prior to the Closing or is otherwise permitted hereunder;
(c) Other than residential tenant Leases entered into in the ordinary course of Seller's business, not, without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), enter into any new contracts affecting the Property, or amend any existing contracts affecting the Property, which cannot be canceled upon thirty (30) days prior notice or terminated at the Closing without penalty;
(d) Continue to operate and maintain the Property in substantially the same manner in which the Property is currently operated and maintained, including the leasing of vacant apartments and the renewal of existing Leases based on Seller’s current practices and subject to market conditions and maintenance of substantially the same advertising and other marketing programs for the Property;
(e) Furnish Buyer with copies of all written notices of (i) any violation of any law, statute, ordinance, regulation or order received by Seller from any governmental or public authority relating to the Property, (ii) any pending or threatened (and unresolved) litigation which affects or relates to the Property or any part thereof and would subject Buyer to liability or which would materially and adversely affect the transaction contemplated hereby, (iii) any pending or threatened (and unresolved) condemnation or eminent domain proceeding affecting the Property or any part thereof, and (iv) any default or alleged default by any party under a Lease or Assumed Service Contract;
(f) Not intentionally (i) take any action, or (ii) omit to take any action which Seller is expressly obligated to take under this Agreement or under any other agreement pertaining to the Property which would have the effect of causing any of the representations or warranties set forth in Section 3.1 hereof to be un...
Covenants of Seller Prior to Closing. Between the date of this Agreement and the Closing (or earlier termination of this Agreement):
Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION. Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to Seller's personnel, properties, Contracts, Governmental Authorizations, books and Records and other documents and data, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition related to Seller. In addition, Buyer shall have the right to have the Tangible Personal Property inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the Real Property and Tangible Personal Property.
Covenants of Seller Prior to Closing. From and after the Effective Date until the Closing Date or earlier termination of this Agreement Seller shall, or shall cause its agents or the Designated Companies to:
(a) maintain, or shall cause to be maintained, the Properties in substantially the condition existing as of the Effective Date, except for ordinary wear and tear, casualty or condemnation;
(b) operate and maintain the Properties in a manner generally consistent with the manner in which Seller or its subsidiaries have operated the Properties prior to the Effective Date;
(c) perform, or cause their agents to perform, all obligations of tenant or lessee under the Ground Leases;
(d) not enter into any amendment or modification of any limited liability company agreement of any Designated Company without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole discretion;
(e) not create, incur or suffer to exist any deed of trust, lien, pledge or other encumbrance in any way affecting any portion of any Property without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion;
(f) continue to pay or cause to be paid all Taxes, water and sewer charges, utilities and obligations under the Contracts;
(g) not transfer, sell or otherwise dispose of the Properties or any item of the Designated Companies’ personal property without the prior written consent of Buyer, except for the use and consumption of inventory and other supplies, and the replacement of worn out, obsolete and defective tools, equipment and appliances, in the ordinary course of business; and
(h) not amend, supplement, terminate or otherwise modify any of the Ground Leases without the prior written consent of Buyer, which consent may be granted or withheld in Buyer’s sole discretion.
Covenants of Seller Prior to Closing. From the Effective Date until Closing or the earlier termination of this Agreement, Seller shall:
(a) Operate and maintain (or cause the operation and maintenance of) the Property substantially in accordance with Seller's past practices with respect to the Property.
(b) Advise the Purchaser (promptly following Seller's written notice thereof) of any litigation, arbitration proceeding or administrative hearing (including condemnation) before any governmental authority which affects the Property.
(c) Provide copies to Purchaser of any material written notices received by Seller relating to the operation or management of the Property from third parties that are not subject to attorney-client privilege or otherwise confidential; provided, in no event shall the foregoing be deemed to include (i) notices or other communications received by Seller or the general partner of Seller from or on behalf of any limited partner, or (ii) notices or other communications delivered from one manager of the general partner to another.
(d) Keep the Property insured against fire and other hazards in such amounts and under such terms as are substantially consistent with the Seller's existing insurance program.
(e) Continue to pay or cause to be paid all taxes, water and sewer charges applicable to periods falling within the pendency of this Agreement in the ordinary course of business.
(f) Reasonably cooperate with Purchaser to obtain (at Purchaser's sole cost and expense) reliance letters or certifications benefiting Purchaser with respect to the Due Diligence Materials.
Covenants of Seller Prior to Closing. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (a) afford Buyer and its Representatives (collectively, "Buyer Group") full and free access, during regular business hours, to the personnel, properties (including subsurface testing), Contracts, Governmental Authorizations, books and Records and other documents and data of Seller, the LLCs and the LP, such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller; (b) furnish Buyer Group with copies of all such Contracts, Governmental Authorizations, books and Records and other existing documents and data as Buyer may reasonably request; (c) furnish Buyer Group with such additional financial, operating and other relevant data and information as Buyer may reasonably request; and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, Assets and financial condition related to Seller, the LLCs and the LP. In addition, Buyer shall have the right to have the Real Property and Tangible Personal Property of the LLCs and the LP, as well as those of the Katella Commercial Center and the T-Xxx Plaza inspected by Buyer Group, at Buyer's sole cost and expense, for purposes of determining the physical condition and legal characteristics of the aforementioned Real Property and Tangible Personal Property. In the event subsurface or other destructive testing is recommended by any of Buyer Group, Buyer shall be permitted to have the same performed.
Covenants of Seller Prior to Closing. (a) Access and Information. Between the date of this Agreement and the Closing Date, and upon reasonable advance notice received from Buyer, Seller shall (a) afford Buyer reasonable access, during regular business hours, to Seller’s personnel, properties, and Records for the purpose of preparing for the transfer, and understanding the Business, and (b) afford Buyer access to the InfoLease and Xxxx System Data Disks for the purpose of confirming data ascertained by Buyer during its due diligence; such rights of access to be exercised in a manner that does not unreasonably interfere with the operations of Seller and does not violate applicable labor and employment laws; and (c) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer’s understanding of the Business and the Assets.
