Covenants of the Contributors. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, each Contributor shall not without the prior written consent of the REIT, which consent may be withheld by the REIT in its sole discretion:
(a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests except (i) by the laws of descent or (ii) to a member of the Contributor’s immediate family or a trust established by the Contributor; provided in the case of clause (ii) the transferee executes a copy of this Agreement in respect of the Contributed Interest;
(b) Mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interest;
(c) Cause the Contributed Entity or its Subsidiaries to file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such Contributed Entity or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement relating to any Tax; surrender any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or
(d) Authorize or consent to, permit or cause the Contributed Entity to take, any of the actions prohibited by the Formation Transaction Documentation.
Covenants of the Contributors. (a) From the date hereof through the Closing, and except in connection with the Formation Transactions, no Contributor shall, 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 all or any portion of its interest in the Properties; or
(ii) Except as otherwise disclosed in the Disclosure Schedule, mortgage, pledge or encumber all or any portion of its Partnership Interests or any of the Properties.
(b) From the date hereof through the Closing, and except in connection with the Formation Transactions, each Contributor shall, to the extent within its control, conduct each Partnership’s 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 each such Partnership’s operating agreements, not permit any Partnership, without the prior written consent of the Operating Partnership, to:
(i) Enter into any material transaction not in the ordinary course of business with respect to the Properties;
(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 on Exhibit C untrue in any material respect;
(v) File an entity classification election pursuant to Treasury Regulations Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat any Partnership as an association taxable as a corporation for federal income tax purposes; or
(vi) Make any distribution to its partners or members related to the Partnerships or the Properties.
Covenants of the Contributors. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement or the other applicable Formation Transaction Documentation, each Contributor shall not without the prior written consent of the Operating Partnership, which consent may be withheld by the Operating Partnership in its sole discretion:
(a) Sell, transfer or otherwise dispose, or agree to sell, transfer or otherwise dispose of, all or any portion of the Contributed Interests, or cause the sale, transfer or disposal of all or any portion of the Contributed Interests;
(b) Mortgage, pledge, hypothecate, encumber (or agree, permit or cause to become encumbered) all or any portion of the Contributed Interests;
(c) Cause the applicable American Assets Entity or its Subsidiaries to: file an entity classification election pursuant to Treasury Regulation Section 301.7701-3(c) on Internal Revenue Service Form 8832 (Entity Classification Election) to treat such American Assets Entity or any of its Subsidiaries as an association taxable as a corporation for United States federal income tax purposes; make or change any other Tax elections; settle or compromise any claim, notice, audit report or assessment in respect of Taxes; change any annual Tax accounting period; adopt or change any method of Tax accounting; file any amended Tax return; enter into any tax allocation agreement, tax sharing agreement, tax indemnity agreement or closing agreement relating to any Tax; surrender of any right to claim a Tax refund; or consent to any extension or waiver of the statute of limitations period applicable to any Tax claim or assessment; or
(d) Authorize or consent to, permit or cause any American Assets Entity to take, any of the actions prohibited by the Formation Transaction Documentation.
Covenants of the Contributors. From the date hereof through the Closing, except as otherwise provided for or as contemplated by this Agreement, each Contributor shall not:
(a) sell, transfer or otherwise dispose of all or any portion of such Contributor’s Contributed Interests or any interests therein;
(b) mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of such Contributor’s Contributed Interests;
(c) authorize or consent to, or cause the Contributed Entity to sell, assign, transfer or dispose of any of its assets;
(d) authorize or consent to, or cause the Contributed Entity to mortgage, pledge, hypothecate, encumber (or permit to become encumbered) all or any portion of its assets;
(e) amend the certificate of limited partnership or formation, as applicable, Organizational Agreements or other governing documents of the Contributed Entity without the consent of the Operating Partnership; or
(f) adopt a plan of liquidation, dissolution, merger, consolidation, restructuring, recapitalization or reorganization with respect to the Contributed Entity.
Covenants of the Contributors. Each Contributor agrees and covenants as follows:
Covenants of the Contributors. Section 5.1 Protection of Right, Title and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 Section 5.2 Other Liens or Interests . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 Section 5.3
Covenants of the Contributors. Ford Credit and Ford Credit Leasing each hereby agrees with RCL Trust 1996-1 as follows, provided, however, that to the extent that any provision of this Article V conflicts with any provision of the Administrative Agency Agreement, the Administrative Agency Agreement shall govern:
Covenants of the Contributors. 5.1. Protection of Right, Title and Interest..................................................................15 5.2. Other Liens or Interests.................................................................................17 5.3. Chief Executive Office...................................................................................16 5.4.
Covenants of the Contributors. Each Contributor severally agrees with the Company as follows; PROVIDED, HOWEVER, that to the extent that any provision of this ARTICLE V conflicts with any provision of the Sale and Servicing Agreement, the Sale and Servicing Agreement shall govern:
Covenants of the Contributors and the Contributing -------------------------------------------------- Entities. The Contributor hereby covenants and agrees as follows: --------
12.2.1 [Intentionally Omitted]
12.2.2 If this Agreement is terminated as to all Properties for any reason, the Contributor shall promptly return to the Company or the Partnership, as the case may be, all materials furnished by the Company or the Partnership, to such Party pursuant to this Agreement.
12.2.3 The Contributor shall keep all information learned by such party in connection with the Partnership or the Company or any operation thereof confidential.
12.2.4 On the Closing Date, each Contributor shall enter or shall cause such other party as is reasonably requested by the Company or the Partnership to enter into the Company Leases and such service or other agreements as the Company and the Partnership shall request.
12.2.5 In the event that facts or circumstances are discovered or develop that could form the basis of an Environmental Claim with respect to a specific Property or Properties, the Contributor(s) of such Property or Properties shall take all actions necessary to fully address such circumstances, including, without limitation, providing notice to appropriate governmental authorities; conducting environmental studies, sampling and testing procedures; taking remedial action; and modifying operations or physical facilities to otherwise eliminate potential liability and ensure full compliance with the Environmental Laws. Without limiting the foregoing, each Contributor shall ensure that it has identified any underground storage tanks ("USTs") used in conjunction with its operations and that all registration, investigation, remedial action and technical upgrade requirements have been complied with fully in respect of each such UST.
