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 untrue or materially misleading or incomplete on and as of the Closing Date; and (g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregate.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.), Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)
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 untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregate. Notwithstanding the foregoing, Seller shall be entitled to enter into all agreements effective as of the Closing Delivery Date necessary to effect the defeasance of Seller’s current financing provided that such will have no effect on Buyer or the Property after the Closing.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.), Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)
Covenants of Seller Prior to Closing. During the period from the Effective Date until the earlier of (a) the ClosingSeller shall not: (i) sell, assign or otherwise dispose of, or pledge, subject to lien or otherwise encumber any of the Shares; (bii) grant any proxies or powers of attorney, deposit any securities of the termination Company into a voting trust or enter into a voting agreement with respect to any securities of this Agreementthe Company, Seller shallor any interest in any of the Shares, in addition except with or to Purchaser (or its designee); (iii) take any action that would make any representation or warranty, contained herein, untrue or incorrect; or (iv) agree to do any of the covenants set forth elsewhere in this Agreement:
(a) Maintain any existing insurance coverage for the Property;foregoing.
(b) Not permit or suffer Seller shall use its best efforts (nach besten Kräften bemühen) to exist any new encumbrance, charge or lien (excluding cause the Permitted Exceptions) against the Property unless such encumbrance, charge or lien is a residential tenant Lease entered into Company to operate diligently in the ordinary course of Seller's business, consistent with past practice, and shall cause the Company to fulfill its covenants and obligations under the Company Merger Agreement. Without limiting the foregoing, specifically, Seller shall use best efforts (nach besten Kräften bemühen) to cause the Company not to:
(i) modify or has been approved amend its Organizational Documents in any way that would or would be reasonably expected to adversely affect the consummation of the transactions contemplated by this Agreement including the timing therefor;
(ii) incur any indebtedness for borrowed money that cannot be repaid or retired within 30 (thirty) days at no penalty;
(1) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any subsidiary of the Company to the Company; (2) split, combine or reclassify any of its capital stock, or issue or authorize the issuance of any other securities, including in respect of, in lieu of or in substitution for shares of its capital stock; (3) purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares or other securities; or (4) take any action to transfer value from the Company to Seller or its other affiliates;
(iv) extend, modify, terminate, amend or enter into any contract with any affiliate of the Company, except pursuant to intercompany transactions in the ordinary course; or
(v) authorize or commit to do or agree to take, whether in writing by Buyeror otherwise, or unless such encumbrance, charge or lien will be removed by Seller prior to any of the Closing or is otherwise permitted hereunder;foregoing actions.
(c) Other than residential tenant Leases entered into Seller shall cause Dr. Xxxxxx Xxxxxxxxxx to remain in his current position as an officer of 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 Company through 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;Closing.
(d) Continue to operate Seller shall inform Purchaser and maintain the Property in substantially the same manner in which the Property is currently operated and maintainedParent promptly if it learns of any event, fact or circumstance, including the leasing a breach of vacant apartments one or more of its representations and the renewal of existing Leases based on Sellerwarranties, that may result in one or more conditions to Purchaser’s current practices and subject Parent’s obligations 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 untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregatebeing satisfied.
Appears in 1 contract
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 PropertyImprovements;
(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 businessLeases, not, without Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), enter into any new contracts Service Contracts affecting the Property, or amend any existing contracts Service 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 conditions; provided, however, any new Leases or renewals of existing Leases executed by Seller after the Approval Date shall be on the form provided to Buyer without material modification for a term of no less than six (6) months (other than month-to-month extensions of existing Leases) and maintenance not more than 15 months and consistent with Yieldstar rents; provided further, however, in no event shall Seller grant more than one (1) month free rent concession for any new Lease (to be taken up front and not amortized over the course of substantially the same advertising and other marketing programs for the PropertyLease);
(e) Furnish Promptly after receipt, Seller shall provide Buyer with copies of all any written notices of that Seller receives with respect to (i) any special assessments or proposed increases in the valuation of the Property; (ii) any condemnation or eminent domain proceedings affecting the Property; or (iii) any violation of any Environmental Law or any zoning, health, fire, safety or other law, statute, ordinance, regulation or order code applicable to the Property. In addition, Seller shall deliver or cause to be delivered to Buyer, promptly upon receipt thereof by Seller, copies of any written notices of default given or received by Seller from under any governmental of the Service Contracts 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 ContractLeases;
(f) Not intentionally (i) take Seller will advise Buyer promptly of any actionlitigation, arbitration proceeding or (ii) omit to take any action which administrative hearing that materially affects Seller is expressly obligated to take under this Agreement or under any other agreement pertaining to the Property which would have and that is instituted after the effect of causing any of the representations or warranties set forth in Section 3.1 hereof to be untrue or materially misleading or incomplete on Effective Date and as of the Closing Date; and
(g) In the event prior to the Closing Date of which Seller receives a written notice from a governmental has actual knowledge; F:\71018.005\Purchase Agreement\Purchase Agreement – Xxxxxx Village v8.doc
(g) Seller will not settle, compromise, withdraw or public authority citing a material violation at terminate any real estate tax appeal or proceeding affecting the Property of other than any lawrelating solely to periods prior to calendar year 2017 (which Seller retains the full and unfettered right to settle or compromise, statute, ordinance, rule, regulation or order pertaining and any refunds applicable to life/safety matters, such period shall belong solely to Seller); and
(h) Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 either i) "make ready" each vacant apartment unit in the aggregateProperty which is vacant five or more days prior to the Closing Date or ii) provide Buyer with a credit against the Purchase Price in the amount of $750 for each such unit that is not in "make ready" condition in accordance with this subsection. A formerly occupied vacant apartment unit shall be “make ready” if its condition is consistent with the condition of vacant units currently being marketed to and accepted for rental by tenants of comparable vacant apartment units in the Property, including the existence of appliances of similar quality as contained in such other units that are in working condition. Buyer shall inspect each vacant apartment unit prior to the Closing to determine if such is in “make ready” condition and Seller, after the Closing, shall have no obligation related to any unit which was not in “make ready” condition as of Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (KBS Legacy Partners Apartment REIT, Inc.)
Covenants of Seller Prior to Closing. During Seller covenants and agrees with Purchaser with respect to the period Property that, from and after the Effective Date until the earlier of (a) through 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 BuyerPurchaser’s prior written consent to any unpermitted action hereunder is first obtained, Seller will (except as specifically provided to the contrary herein):
15.1 Except as provided in this Agreement, not transfer any part of the Property or create on the Property any easements or mortgages which will survive the Closing or permit any changes to be unreasonably withheld, conditioned the zoning or delayed), other land use classification of the Land;
15.2 Not enter into any new contracts affecting the Property, or amend any existing contracts affecting the Propertyother agreements (other than new Leases, which cannot shall be canceled governed by Section 10.3) regarding the Property (other than contracts in the ordinary and usual course of business and which are cancelable by the owner of the Property without penalty upon the earlier of the Closing Date or within thirty (30) days prior after giving notice or terminated at the Closing without penaltythereof);
(d) 15.3 Continue to operate insure, operate, maintain, repair and maintain market and lease the Property in substantially the same a manner in which the Property is currently operated and maintained, including the leasing of vacant apartments and the renewal of existing Leases based on consistent with Seller’s current practices prior to the Effective Date;
15.4 Comply in all material respects with the terms of the Ground Lease, the Leases and subject to market conditions Contracts and maintenance of substantially the same advertising and any easement or other marketing programs for agreements affecting the Property;; and
(e) Furnish Buyer 15.5 Immediately provide Purchaser with copies of all written any notices to or from the Ground Lessor, a Tenant and any notice from any Tenant or Ground Lessor, any notices of (i) default to or from any party to any Contract and any notices of violation of any law, statute, ordinance, regulation or order received by Seller noncompliance with applicable law or condemnation or rezoning notices 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 untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregateauthority.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT II, Inc.)
Covenants of Seller Prior to Closing. During the period from the Effective Date until the earlier of (a) the ClosingSeller shall not: (i) sell, assign or otherwise dispose of, or pledge, subject to lien or otherwise encumber any of the Shares; (bii) grant any proxies or powers of attorney, deposit any securities of the termination Company into a voting trust or enter into a voting agreement with respect to any securities of this Agreementthe Company, Seller shallor any interest in any of the Shares, in addition except with or to Purchaser (or its designee); (iii) take any action that would make any representation or warranty, contained herein, untrue or incorrect; or (iv) agree to do any of the covenants set forth elsewhere in this Agreement:
(a) Maintain any existing insurance coverage for the Property;foregoing.
(b) Not permit or suffer Seller shall use its best efforts (nach besten Kräften bemühen) to exist any new encumbrance, charge or lien (excluding cause the Permitted Exceptions) against the Property unless such encumbrance, charge or lien is a residential tenant Lease entered into Company to operate diligently in the ordinary course of Seller's business, consistent with past practice, and shall cause the Company to fulfill its covenants and obligations under the Company Merger Agreement. Without limiting the foregoing, specifically, Seller shall use best efforts (nach besten Kräften bemühen) to cause the Company not to:
(i) modify or has been approved amend its Organizational Documents in writing any way that would or would be reasonably expected to adversely affect the consummation of the transactions contemplated by Buyer, or unless such encumbrance, charge or lien will be removed by Seller prior to this Agreement including the Closing or is otherwise permitted hereundertiming therefor;
(cii) 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 incur any new contracts affecting the Property, or amend any existing contracts affecting the Property, which indebtedness for borrowed money that cannot be canceled upon thirty repaid or retired within 30 (30thirty) days prior notice or terminated at the Closing without no penalty;
(d1) Continue declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any subsidiary of the Company to operate and maintain the Property in substantially Company; (2) split, combine or reclassify any of its capital stock, or issue or authorize the same manner in which the Property is currently operated and maintainedissuance of any other securities, including in respect of, in lieu of or in substitution for shares of its capital stock; (3) purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares or other securities; or (4) take any action to transfer value from the leasing of vacant apartments and the renewal of existing Leases based on Seller’s current practices and subject Company to market conditions and maintenance of substantially the same advertising and Seller or its other marketing programs for the Propertyaffiliates;
(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) extend, modify, terminate, amend or enter into any default or alleged default by contract with any party under a Lease or Assumed Service Contract;affiliate of the Company, except pursuant to intercompany transactions in the ordinary course; or
(fv) Not intentionally (i) take any actionauthorize or commit to do or agree to take, whether in writing 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 otherwise, any of the representations or warranties set forth in Section 3.1 hereof to be untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregateforegoing actions.
Appears in 1 contract
Covenants of Seller Prior to Closing. During the period from the Effective Date until the earlier of (a) the ClosingSeller shall not: (i) sell, assign or otherwise dispose of, or pledge, subject to lien or otherwise encumber any of the Shares; (bii) grant any proxies or powers of attorney, deposit any securities of the termination Company into a voting trust or enter into a voting agreement with respect to any securities of this Agreementthe Company, Seller shallor any interest in any of the Shares, in addition except with or to Purchaser (or its designee); (iii) take any action that would make any representation or warranty, contained herein, untrue or incorrect; or (iv) agree to do any of the covenants set forth elsewhere in this Agreement:
(a) Maintain any existing insurance coverage for the Property;foregoing.
(b) Not permit or suffer Seller shall use its best efforts (NACH BESTEN KRAFTEN BEMUHEN) to exist any new encumbrance, charge or lien (excluding cause the Permitted Exceptions) against the Property unless such encumbrance, charge or lien is a residential tenant Lease entered into Company to operate diligently in the ordinary course of Seller's business, consistent with past practice, and shall cause the Company to fulfill its covenants and obligations under the Company Merger Agreement. Without limiting the foregoing, specifically, Seller shall use best efforts (NACH BESTEN KRAFTEN BEMUHEN) to cause the Company not to:
(i) modify or has been approved amend its Organizational Documents in any way that would or would be reasonably expected to adversely affect the consummation of the transactions contemplated by this Agreement including the timing therefor;
(ii) incur any indebtedness for borrowed money that cannot be repaid or retired within 30 (thirty) days at no penalty;
(1) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any subsidiary of the Company to the Company; (2) split, combine or reclassify any of its capital stock, or issue or authorize the issuance of any other securities, including in respect of, in lieu of or in substitution for shares of its capital stock; (3) purchase, redeem or otherwise acquire any shares of its capital stock or any rights, warrants or options to acquire any such shares or other securities; or (4) take any action to transfer value from the Company to Seller or its other affiliates;
(iv) extend, modify, terminate, amend or enter into any contract with any affiliate of the Company, except pursuant to intercompany transactions in the ordinary course; or
(v) authorize or commit to do or agree to take, whether in whether in writing by Buyeror otherwise, or unless such encumbrance, charge or lien will be removed by Seller prior to any of the Closing or is otherwise permitted hereunder;foregoing actions.
(c) Other than residential tenant Leases entered into Seller shall cause Dr. Xxxxxx Xxxxxxxxxx to remain in his current position as an officer of 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 Company through 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;Closing.
(d) Continue to operate Seller shall inform Purchaser and maintain the Property in substantially the same manner in which the Property is currently operated and maintainedParent promptly if it learns of any event, fact or circumstance, including the leasing a breach of vacant apartments one or more of its representations and the renewal of existing Leases based on Seller’s current practices warranties, that may result in one or more conditions to Purchaser's and subject Parent's obligations 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 untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregatebeing satisfied.
Appears in 1 contract
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 untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregate.15
Appears in 1 contract
Samples: Purchase and Sale Agreement
Covenants of Seller Prior to Closing. During the period from the Effective Date until the earlier of (a) the ClosingClosing Date, 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 PropertyImprovements;
(b) Not permit or suffer to exist any new encumbrance, charge encumbrance or lien (excluding the Permitted Exceptions) against the Property unless such encumbrance, charge encumbrance or lien is a residential tenant Lease lease entered into in the ordinary course of Seller's business, as permitted herein or has been approved in writing by Buyer, or unless such encumbrance, charge encumbrance or lien will be removed by Seller prior to the Closing Date or is otherwise permitted hereunder;
(c) Other than residential tenant Leases entered into in the ordinary course of Seller's business, notNot, without Buyer’s prior written consent (not to consent, which may be unreasonably withheld, conditioned granted or delayed)withheld by Buyer in its sole and absolute discretion, enter into any new service contracts affecting the Property, or amend any existing contracts affecting the Property, which cannot other than service contracts that can be canceled upon thirty (30) days prior notice or terminated at the Closing without penalty;, fee or other payment; and
(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 leases based on Seller’s current practices at current rental rates and subject to market conditions and concessions as of the Effective Date, maintenance of substantially the same advertising and other marketing programs for the Property in effect as of the Effective Date, keeping the Property in good repair and working order and sound condition, and complying with all approvals, Permitted Exceptions, and all covenants, conditions, restrictions, laws, statutes, rules, regulations and ordinances applicable to the Property;.
(e) Furnish Promptly (i) notify Buyer with in writing of any litigation, arbitration, condemnation or administrative hearing before any court or governmental agency concerning Seller or the Property that is instituted after the Effective Date, other than eviction or unlawful detainer actions that will be completed prior to Closing, (ii) give Buyer copies of all written default and other material notices given or received by Seller under the Leases (exclusive of customary delinquency notices given to tenants) or the Service Contracts or any violation of or material matters concerning the Permitted Exceptions or any covenants, conditions, restrictions, laws, statutes, rules, regulations or ordinances applicable to the Property, (iii) provide to Buyer copies of (ior make available to Buyer at the Property for inspection and copying) Leases or Service Contracts entered into after the Effective Date (subject to the terms of subsections (a) – (d) above) and any documents or materials received by Seller from and after the Effective Date that would have been included in Property Materials if received prior to such date, (iv) after Seller’s receipt of request therefor, provide to Buyer an updated Rent Roll, (v) after Seller obtains any information indicating that any violation of any lawEnvironmental Laws has occurred at the Property, statuteshall give written notice thereof to Buyer with a reasonably detailed description of the event, ordinanceoccurrence or condition in question, regulation or order and (vi) furnish to Buyer copies of all material written communications received by Seller from any governmental person or public authority relating given by Seller to the Propertyany person concerning any material release of any hazardous substances in, (ii) any pending on or threatened (and unresolved) litigation which affects or relates to under the Property or in violation of 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;Environmental Laws.
(f) Not intentionally (i) take enter into any actiondiscussions or other communications concerning or related to the sale of the Property with any third-party, or and/or (ii) omit enter into any letter of intent, contract, binding agreement, or other written agreement with a third-party for the sale of the Property. Seller understands that Buyer is relying on the exclusivity granted to take any action which Seller is expressly obligated to take under this Agreement or under any other agreement pertaining it with respect 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 untrue or materially misleading or incomplete on and as of the Closing Date; and
(g) In the event prior to the Closing Date Seller receives a written notice from a governmental or public authority citing a material violation at the Property of any law, statute, ordinance, rule, regulation or order pertaining to life/safety matters, Seller shall promptly remedy such violation provided that the cost to remedy all such cited violations does not exceed $5,000 in the aggregate.by this Paragraph. 4555356.6 18
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Samples: Purchase and Sale Agreement (Steadfast Apartment REIT III, Inc.)
