Covenants of the Contributor. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, the Contributor shall not, without the prior written consent of the Operating Partnership:
(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 foregoing) all or any portion of its interest in the Partnership Interests or Contributed Assets or all or any portion of its interest in the Properties or related Property Interests; or
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or Contributed Assets.
(b) From the date hereof through the Closing, and except in connection with the Formation Transactions, the Contributor shall, to the extent within its control, conduct the Partnerships’ business in the ordinary course of business consistent with past practice, and shall, to the extent within its control and consistent with its obligations under the Partnerships’ operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to:
(i) Enter into (x) any material transaction not in the ordinary course of business with respect to any Property, nor (y) enter into any amendment to any lease or similar occupancy agreement or document at any Property; provided that the Operating Partnership’s consent will not be unreasonably withheld or delayed and the Operating Partnership will respond to any request for consent to such New Lease Document or other occupancy agreement within ten (10) business days follow its receipt of written notice of the proposed material terms thereof (with silence being deemed to be the Operating Partnership’s consent);
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber (other than by Permitted Encumbrances) any assets of such Partnership, except (A) liens for Taxes not delinquent, (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;
(iii) Cause or permit any Partnership to change the existing use of any Property;
(iv) Cause or take any action that would render any of the representations or warranties regarding the Properties as set forth in Exhibit C to be untrue in any materi...
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, the Contributor shall and shall cause the Contributor Subsidiaries and JV Entities, to the extent the Contributor or the Contributor Subsidiaries control such JV Entities, to, use commercially reasonable efforts to conduct their business and operate and maintain the Properties in the ordinary course, consistent with past practices. In addition, the Contributor:
(a) will not make any distributions, other than Permitted Distributions;
(b) except for Permitted Activities, will not enter into any transactions with an Affiliate other than on an arm’s-length basis;
(c) will not sell, transfer or otherwise dispose of its Property Interests; and
(d) will not mortgage, pledge, hypothecate, encumber (or permit to come encumbered) all or any portion of its Property Interests, except for Permitted Liens.
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, the Contributor:
(a) will not sell, transfer or otherwise dispose of all or any portion of the Contributed Interests; and
(b) will not mortgage, pledge, hypothecate or encumber (or permit to become encumbered) all or any portion of the Contributed Interests.
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other agreements, documents and instruments contemplated hereby, the Contributor shall not:
(a) sell, transfer or otherwise dispose of all or any portion of the Ownership Interests;
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Ownership Interests;
(c) amend the LLC Agreement; or
(d) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to CyrusOne LLC.
Covenants of the Contributor. The Contributor hereby covenants that:
Covenants of the Contributor. 6.1.1 From the Effective Date through the Closing, the Contributor shall not, without the prior written consent of the Operating Partnership: (a) Sell, transfer (or agree to sell or transfer), assign or otherwise dispose of, or cause the sale, transfer, assignment or disposition of (or agree to do any of the foregoing) all or any portion of its interest in the Contributed Assets or Assumed Agreements or all or any portion of its interest in the Property; or (b) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Property or Contributed Assets.
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other agreements, documents and instruments contemplated hereby, the Contributor shall not:
(a) sell, transfer or otherwise dispose of all or any portion of the Contributed Assets; or
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Contributed Assets;
Covenants of the Contributor. The Contributor agrees with the Depositor as follows:
Covenants of the Contributor. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, the Contributor shall not, without the consent of the Operating Partnership:
(a) sell, transfer or otherwise dispose of all or any portion of the Contributor’s Contributed Interests or any interests therein;
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of the Contributor’s Contributed Interests;
(c) authorize or consent to the sale, assignment, transfer or other disposition of, or cause any of the Contributed Entities to sell, assign, transfer or dispose of, any of its Related Properties;
(d) authorize or consent to, or cause any of the Contributed Entities to mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of its assets;
(e) amend the certificate of formation Organizational Agreements or other governing documents of the any of the Contributed Entities; or
(f) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to any of the Contributed Entities.
Covenants of the Contributor. Each of the Operating Partnership and the Contributor shall use commercially reasonable efforts and cooperate with each other in (i) promptly determining whether any filings are required to be made or consents, approvals, waivers, permits or authorizations are required to be obtained (under any applicable Law or regulation or from any Governmental Authority or third party) in connection with the transactions contemplated by this Agreement, and (ii) promptly making any such filings, in furnishing information required in connection therewith and in timely seeking to obtain any such consents, approvals, waivers, permits or authorizations.
