Common use of Covenants of Sellers and Purchaser Clause in Contracts

Covenants of Sellers and Purchaser. 6.1. Conduct of the Business Prior to Closing. Except (i) as expressly permitted by this Agreement, (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement until the Closing, Sellers shall, and shall cause each of the Transferred Subsidiaries to, using commercially reasonable efforts: (w) conduct their business, (x) comply in all material respects with all applicable Laws and, subject to any change permitted pursuant Section 6.1 and the provisions of the Bankruptcy Code, and the requirements of all Material Contracts, (y) maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired at the Closing and (z) keep in full force and effect all material insurance policies as identified in Schedule 6.1 maintained by Sellers and the Transferred Subsidiaries. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement to the Closing: (a) None of the Transferred Subsidiaries shall issue, sell, grant, dispose of, pledge or otherwise encumber any shares of its capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests; (b) None of the Transferred Subsidiaries shall incur or assume any indebtedness for borrowed money or guarantee any indebtedness (or enter into a “keep well” or similar agreement) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Transferred Subsidiaries, other than borrowings by the Transferred Subsidiaries from Purchaser under the DIP Loan Agreement, or except as otherwise agreed to in writing by Purchaser. None of the Transferred Subsidiaries are obligated or indebted for any intercompany receivables or intercompany claims owed to an affiliate not constituting a Transferred Subsidiary; alternatively, none of the Sellers and its respective estates or successors shall pursue any such intercompany receivables or intercompany claims against the Transferred Subsidiaries and such intercompany receivables or intercompany claims shall be deemed released as of the Closing Date. (c) None of the Transferred Subsidiaries shall sell, transfer, lease, mortgage, encumber or otherwise dispose of or subject to any Encumbrance (including pursuant to a sale-leaseback transaction or an asset securitization transaction), other than a Permitted Encumbrance, any of the Purchased Assets (including the securities of the Transferred Subsidiaries) or any material assets outside the ordinary course of business of the Transferred Subsidiaries to any entity or person, except (i) sales of inventory or used equipment in the ordinary course of business consistent with past practice, (ii) pursuant to contracts in force on the date of this Agreement and listed on Section 6.1(c) of the Disclosure Schedule, correct and complete copies of which have been made available to Purchaser, or (iii) dispositions of obsolete or worthless assets; (d) Neither Sellers nor the Transferred Subsidiaries shall directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person or any assets other than in the ordinary course of business of Sellers or the Transferred Subsidiaries or up to amounts set forth in the Budget (as such term is defined in the DIP Loan Agreement); (e) Neither Sellers nor the Transferred Subsidiaries shall make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any entity or person other than a direct or indirect wholly owned subsidiary of Sellers in the ordinary course of business; (i) Neither Sellers nor the Transferred Subsidiaries shall enter into, terminate, reject or amend any Material Contract (other than the amendment of a Material Contract described by Section 4.6(a)(vii) in the ordinary course of business consistent with past practice), (ii) Neither Sellers nor the Transferred Subsidiaries shall enter into, terminate or amend any other contract that is material to Sellers and their subsidiaries taken as a whole (other than the amendment of an existing customer, client or supply contract in the ordinary course of business consistent with past practice), (iii) Neither Sellers nor the Transferred Subsidiaries shall enter into or extend the term or scope of any contract that purports to restrict Sellers, or any existing or future subsidiary or affiliate of Sellers, from engaging in any line of business or in any geographic area, (iv) Neither Sellers nor the Transferred Subsidiaries shall enter into any contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the transactions contemplated by this Agreement, or (vi) Neither Sellers nor the Transferred Subsidiaries shall release any entity or person from, or modify, waive or fail to enforce any provision of, any confidentiality, standstill or similar agreement; (g) Neither Sellers nor the Transferred Subsidiaries shall amend their respective certificates of incorporation and by-laws (or comparable organizational documents); (h) Neither Sellers nor the Transferred Subsidiaries shall adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between wholly owned subsidiaries of Sellers), other than a plan of reorganization or liquidation proposed in the Chapter 11 Cases. Such plan may not alter, amend, or be contrary to the provisions of this Agreement and the transactions contemplated hereby; (i) The Transferred Subsidiaries shall not pay, discharge, settle or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) except (A) in the ordinary course of business in an amount not exceeding Five Thousand Dollars ($5,000) in the case of any individual claim, liability or obligation and Fifty Thousand Dollars ($50,000) in the aggregate to any other person; and (B) those obligations as set forth in the Budget; (j) Neither Sellers nor the Transferred Subsidiaries shall enter into any compromises or settlements with respect to the Accounts Receivable, nor consummate any such compromises or settlements; (k) Neither Sellers nor the Transferred Subsidiaries shall issue any broadly distributed communication of a general nature to employees (including general communications relating to benefits and compensation) or customers without the prior approval of Purchaser, except communications in the ordinary course of business that do not relate to the transactions contemplated by this Agreement; provided, however, that the Sellers or the Transferred Subsidiaries, as the case may be, may issue such communications without the prior approval of Purchaser in the event that Purchaser fails to make an authorized representative reasonably available to the Sellers and the Transferred Subsidiaries for the prompt review and approval of such communications; (l) The Transferred Subsidiaries shall not settle or compromise any litigation, proceeding or investigation except as would not be reasonably likely to cause a Material Adverse Effect; (m) Sellers shall not enter into any other letter of intent or agreement to sell any or all of the Purchased Assets nor seek approval of the Bankruptcy Court for such a letter of intent, unless and until either (i) the Bankruptcy Court denies or declines to enter the Bidding Procedures Order or (ii) this Agreement terminates in accordance with the provisions of Section 9.4 hereof; or (n) Prior to the Closing Date, Sellers shall not initiate any preference or other claims against any counterparties to the Assumed Contracts to the extent that such claims would give rise to additional Cure Amounts.

Covenants of Sellers and Purchaser. 6.1. Conduct of the Business Prior to Closing. Except (i) as expressly permitted by this Agreement, (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement Commencement Date until the Closing, Sellers shall, and shall cause each of the Transferred Subsidiaries to, using commercially reasonable efforts: (w) conduct their business, (x) comply in all material respects with all applicable Laws and, subject to any change permitted pursuant Section 6.1 and the provisions of the Bankruptcy Code, and the requirements of all Material Contracts, (y) maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired at the Closing and (z) keep in full force and effect all material insurance policies as identified in Schedule 6.1 maintained by Sellers and the ------------ Transferred Subsidiaries. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement Commencement Date to the Closing: (a) None of the Transferred Subsidiaries shall issue, sell, grant, dispose of, pledge or otherwise encumber any shares of its capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests; (b) None of the Transferred Subsidiaries shall incur or assume any indebtedness for borrowed money or guarantee any indebtedness (or enter into a “"keep well” " or similar agreement) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Transferred Subsidiaries, other than borrowings by the Transferred Subsidiaries from Purchaser Moseley under the DIP Loan Agreement, or except as otherwise agreed to in xx xx writing by Purchaser. None of the Transferred Subsidiaries are obligated or indebted for any intercompany receivables or intercompany claims owed to an affiliate not constituting a Transferred Subsidiary; alternatively, none of the Sellers and its respective estates or successors shall pursue any such intercompany receivables or intercompany claims against the Transferred Subsidiaries and such intercompany receivables or intercompany claims shall be deemed released as of the Closing Date. (c) None of the Transferred Subsidiaries shall sell, transfer, lease, mortgage, encumber or otherwise dispose of or subject to any Encumbrance (including pursuant to a sale-leaseback transaction or an asset securitization transaction), other than a Permitted Encumbrance, any of the Purchased Assets (including the securities of the Transferred Subsidiaries) or any material assets outside the ordinary course of business of the Transferred Subsidiaries to any entity or person, except (i) sales of inventory or used equipment in the ordinary course of business consistent with past practice, (ii) pursuant to contracts in force on the date of this Agreement Commencement Date and listed on Section 6.1(c) of the Disclosure Schedule, correct and complete copies of which have been made available to Purchaser, or (iii) dispositions of obsolete or worthless assets; (d) Neither Sellers nor the Transferred Subsidiaries shall directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person or any assets other than in the ordinary course of business of Sellers or the Transferred Subsidiaries or up to amounts set forth in the Budget (as such term is defined in the DIP Loan Agreement); (e) Neither Sellers nor the Transferred Subsidiaries shall make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any entity or person other than a direct or indirect wholly owned subsidiary of Sellers in the ordinary course of business; (i) Neither Sellers nor the Transferred Subsidiaries shall enter into, terminate, reject or amend any Material Contract (other than the amendment of a Material Contract described by Section 4.6(a)(vii) in the ordinary course of business consistent with past practice), (ii) Neither Sellers nor the Transferred Subsidiaries shall enter into, terminate or amend any other contract that is material to Sellers and their subsidiaries taken as a whole (other than the amendment of an existing customer, client or supply contract in the ordinary course of business consistent with past practice), (iii) Neither Sellers nor the Transferred Subsidiaries shall enter into or extend the term or scope of any contract that purports to restrict Sellers, or any existing or future subsidiary or affiliate of Sellers, from engaging in any line of business or in any geographic area, (iv) Neither Sellers nor the Transferred Subsidiaries shall enter into any contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the transactions contemplated by this Agreement, or (vi) Neither Sellers nor the Transferred Subsidiaries shall release any entity or person from, or modify, waive or fail to enforce any provision of, any confidentiality, standstill or similar agreement; (g) Neither Sellers nor the Transferred Subsidiaries shall amend their respective certificates of incorporation and by-laws (or comparable organizational documents); (h) Neither Sellers nor the Transferred Subsidiaries shall adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between wholly owned subsidiaries of Sellers), other than a plan of reorganization or liquidation proposed in the Chapter 11 Cases. Such plan may not alter, amend, or be contrary to the provisions of this Agreement and the transactions contemplated hereby; (i) The Transferred Subsidiaries shall not pay, discharge, settle or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) except (A) in the ordinary course of business in an amount not exceeding Five Thousand Dollars ($5,000) in the case of any individual claim, liability or obligation and Fifty Thousand Dollars ($50,000) in the aggregate to any other person; and (B) those obligations as set forth in the Budget; (j) Neither Sellers nor the Transferred Subsidiaries shall enter into any compromises or settlements with respect to the Accounts Receivable, nor consummate any such compromises or settlements; (k) Neither Sellers nor the Transferred Subsidiaries shall issue any broadly distributed communication of a general nature to employees (including general communications relating to benefits and compensation) or customers without the prior approval of Purchaser, except communications in the ordinary course of business that do not relate to the transactions contemplated by this Agreement; provided, however, that the Sellers or the Transferred Subsidiaries, as the case may be, may issue such communications without the prior approval of Purchaser in the event that Purchaser fails to make an authorized representative reasonably available to the Sellers and the Transferred Subsidiaries for the prompt review and approval of such communications; (l) The Transferred Subsidiaries shall not settle or compromise any litigation, proceeding or investigation except as would not be reasonably likely to cause a Material Adverse Effect; (m) Sellers shall not enter into any other letter of intent or agreement to sell any or all of the Purchased Assets nor seek approval of the Bankruptcy Court for such a letter of intent, unless and until either (i) the Bankruptcy Court denies or declines to enter the Bidding Procedures Order or (ii) this Agreement terminates in accordance with the provisions of Section 9.4 hereof; or (n) Prior to the Closing Date, Sellers shall not initiate any preference or other claims against any counterparties to the Assumed Contracts to the extent that such claims would give rise to additional Cure Amounts.

Covenants of Sellers and Purchaser. 6.16.1 Operating Agreements/Occupancy Agreements/Leased Property Agreements/Off-Site Facility Agreements. Conduct of the Business Prior to Closing. Except (i) as expressly permitted by this Agreement, (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement until the Closing, Sellers shall, and shall cause each of the Transferred Subsidiaries to, using commercially reasonable efforts: (w) conduct their business, (x) comply in all material respects with all applicable Laws and, subject to any change permitted pursuant Section 6.1 and the provisions of the Bankruptcy Code, and the requirements of all Material Contracts, (y) maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired at the Closing and (z) keep in full force and effect all material insurance policies as identified in Schedule 6.1 maintained by Sellers and the Transferred Subsidiaries. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement to the Closing: (a) None of the Transferred Subsidiaries shall issue, sell, grant, dispose of, pledge or otherwise encumber any shares of its capital stock, voting securities or equity interests, or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for any shares of its capital stock, voting securities or equity interests, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock, voting securities or equity interests or any securities or rights convertible into, exchangeable or exercisable for, or evidencing the right to subscribe for, any shares of its capital stock, voting securities or equity interests; (b) None of the Transferred Subsidiaries shall incur or assume any indebtedness for borrowed money or guarantee any indebtedness (or enter into a “keep well” or similar agreement) or issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Transferred Subsidiaries, other than borrowings by the Transferred Subsidiaries from Purchaser under the DIP Loan Agreement, or except as otherwise agreed to in writing by Purchaser. None of the Transferred Subsidiaries are obligated or indebted for any intercompany receivables or intercompany claims owed to an affiliate not constituting a Transferred Subsidiary; alternatively, none of the Sellers and its respective estates or successors shall pursue any such intercompany receivables or intercompany claims against the Transferred Subsidiaries and such intercompany receivables or intercompany claims shall be deemed released as of the Closing Date. (c) None of the Transferred Subsidiaries shall sell, transfer, lease, mortgage, encumber or otherwise dispose of or subject to any Encumbrance (including pursuant to a sale-leaseback transaction or an asset securitization transaction), other than a Permitted Encumbrance, any of the Purchased Assets (including the securities of the Transferred Subsidiaries) or any material assets outside the ordinary course of business of the Transferred Subsidiaries to any entity or person, except (i) sales of inventory or used equipment in the ordinary course of business consistent with past practice, (ii) pursuant to contracts in force on the date of this Agreement and listed on Section 6.1(c) of the Disclosure Schedule, correct and complete copies of which have been made available to Purchaser, or (iii) dispositions of obsolete or worthless assets; (d) Neither Sellers nor the Transferred Subsidiaries shall directly or indirectly acquire by merging or consolidating with, or by purchasing all of or a substantial equity interest in, or by any other manner, any Person or division, business or equity interest of any Person or any assets other than in the ordinary course of business of Sellers or the Transferred Subsidiaries or up to amounts set forth in the Budget (as such term is defined in the DIP Loan Agreement); (e) Neither Sellers nor the Transferred Subsidiaries shall make any investment (by contribution to capital, property transfers, purchase of securities or otherwise) in, or loan or advance (other than travel and similar advances to its employees in the ordinary course of business consistent with past practice) to, any entity or person other than a direct or indirect wholly owned subsidiary of Sellers in the ordinary course of business; (i) Neither Sellers nor the Transferred Subsidiaries shall enter into, terminate, reject or amend any Material Contract (other than the amendment of a Material Contract described by Section 4.6(a)(vii) in the ordinary course of business consistent with past practice), (ii) Neither Sellers nor the Transferred Subsidiaries shall enter into, terminate or amend any other contract that is material to Sellers and their subsidiaries taken as a whole (other than the amendment of an existing customer, client or supply contract in the ordinary course of business consistent with past practice), (iii) Neither Sellers nor the Transferred Subsidiaries shall enter into or extend the term or scope of any contract that purports to restrict Sellers, or any existing or future subsidiary or affiliate of Sellers, from engaging in any line of business or in any geographic area, (iv) Neither Sellers nor the Transferred Subsidiaries shall enter into any contract that would be breached by, or require the consent of any third party in order to continue in full force following, consummation of the transactions contemplated by this Agreement, or (vi) Neither Sellers nor the Transferred Subsidiaries shall release any entity or person from, or modify, waive or fail to enforce any provision of, any confidentiality, standstill or similar agreement; (g) Neither Sellers nor the Transferred Subsidiaries shall amend their respective certificates of incorporation and by-laws (or comparable organizational documents); (h) Neither Sellers nor the Transferred Subsidiaries shall adopt a plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization (other than transactions exclusively between wholly owned subsidiaries of Sellers), other than a plan of reorganization or liquidation proposed in the Chapter 11 Cases. Such plan may not alter, amend, or be contrary to the provisions of this Agreement and the transactions contemplated hereby; (i) The Transferred Subsidiaries shall not pay, discharge, settle or satisfy any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise) except (A) in the ordinary course of business in an amount not exceeding Five Thousand Dollars ($5,000) in the case of any individual claim, liability or obligation and Fifty Thousand Dollars ($50,000) in the aggregate to any other person; and (B) those obligations as set forth in the Budget; (j) Neither Sellers nor the Transferred Subsidiaries shall enter into any compromises or settlements with respect to the Accounts Receivable, nor consummate any such compromises or settlements; (k) Neither Sellers nor the Transferred Subsidiaries shall issue any broadly distributed communication of a general nature to employees (including general communications relating to benefits and compensation) or customers without the prior approval of Purchaser, except communications in the ordinary course of business that do not relate to the transactions contemplated by this Agreement; provided, however, that the Sellers or the Transferred Subsidiaries, as the case may be, may issue such communications without the prior approval of Purchaser in the event that Purchaser fails to make an authorized representative reasonably available to the Sellers and the Transferred Subsidiaries for the prompt review and approval of such communications; (l) The Transferred Subsidiaries shall not settle or compromise any litigation, proceeding or investigation except as would not be reasonably likely to cause a Material Adverse Effect; (m) Sellers shall not enter into any other letter of intent new Operating Agreements, Occupancy Agreements, Leased Property Agreements, or agreement Off-Site Facility Agreements or any modifications to sell any or all of such agreements except as required by the Purchased Assets nor seek approval of the Bankruptcy Court for such a letter of intentterms thereof, unless and until either (a) any such agreement or modification will not bind Purchaser or the Property after the date of Closing or is subject to termination on not more than sixty (60) days notice without penalty or any other material out-of-pocket expense, or (b) Sellers have obtained Purchaser’s prior written consent to such agreement or modification, which consent (i) shall not be unreasonably withheld, conditioned or delayed prior to the Bankruptcy Court denies or declines to enter expiration of the Bidding Procedures Order or Study Period, and (ii) this shall be in Purchaser’s sole and absolute discretion after the expiration of the Study Period, and shall be deemed given if, within (1) five (5) business days following Purchaser’s receipt of Sellers’ request if such request relates to the Hotel operations, or (2) ten (10) business days following Purchaser’s receipt of Sellers’ request if such request relates to the undeveloped Land, Purchaser fails to provide Sellers with (A) prior to the expiration of the Study Period, a reasonably detailed written description of the reason Purchaser withholds its consent and a statement of those changes, which, if made, would cause Purchaser to grant its consent, and (B) after the expiration of the Study Period, a written notice either granting its consent or objecting to such matter for which such consent was requested (clause (i) and (ii), as and when applicable, the “Approval Standard”). Sellers shall not enter into any union contract or other collective bargaining agreement without Purchaser’s consent, which may be granted or withheld in Purchaser’s sole and absolute discretion. Sellers shall make all commercially reasonable efforts to assist Purchaser in obtaining any required consents to the assignment to Purchaser of the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements; provided, however, Purchaser shall pay all fees, charges and expenses relating to such consents. Sellers may cancel any Operating Agreement, Occupancy Agreement, Leased Property Agreement, or Off-Site Facility Agreement terminates in accordance with the provisions of Section 9.4 hereof; or (n) Prior at any time prior to the Closing Datewith the prior written consent of Purchaser, which consent shall be subject to the Approval Standard so long as the termination would not have an adverse affect on the profitability of the Property, except that Sellers shall have the right to cancel, without Purchaser’s prior written consent, any contract entered into between Sellers and/or Manager, on behalf of the Property, and any Affiliate of either Seller; provided, however, if Sellers elect to cancel any such agreement, Sellers shall not initiate pay any preference termination fee associated with such termination, and shall give Purchaser notice of such termination. Sellers further agree that if requested by Purchaser, Sellers will cancel any such agreement at Closing so long as (i) such agreement may be cancelled by Sellers at Closing without being in breach thereof and (ii) Purchaser pays at Closing any termination fee, costs or penalties associated with such termination. Notwithstanding the foregoing, Sellers shall be responsible to pay any termination fee or other claims against any counterparties costs incurred by Purchaser to the Assumed Contracts other party under any Operating Agreement, Occupancy Agreement, Leased Property Agreement or Off-Site Facility Agreement with any Person that is not an Affiliate or Manager which by its express terms survives Closing and prohibits an assignment of such agreement by Sellers if the other party thereto refuses to perform such agreement for the benefit of Purchaser following Closing despite good faith reasonable efforts by Purchaser to accommodate such party and Purchaser gives Sellers written notice of such facts within ninety (90) days following Closing. Sellers, at no cost or expense to Purchaser (except as provided in Section 7.5) shall terminate, effective as of Closing, all contracts and/or agreements whereby Managers and/or its Affiliates are providing goods or services to the extent that such claims would give rise to additional Cure AmountsProperty. The provisions of this Section 6.1 shall survive Closing.