Common use of Interim Covenants of Seller Clause in Contracts

Interim Covenants of Seller. Until the Closing Date or the sooner termination of this Agreement: (1) Seller shall maintain the Property in the same manner as prior hereto pursuant to its normal course of business (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (2) Seller shall not enter into any additional service contracts or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 days' notice. (3) Seller shall continue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business and shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. After the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof), Seller shall not enter into any new leases or modifications of existing leases thereafter without the consent of Buyer (which consent will not be unreasonably withheld or materially delayed). In the event that Seller enters into a new lease or modifies an existing lease after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof) without the consent of Buyer, Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five (5) days after Seller enters into such new lease or modification. In the event of the delivery by Buyer to Seller of such written notice, this Agreement, and the obligations of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on or before the end of such five (5) day period, Buyer shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer and that Buyer intends to proceed with the acquisition of the Property (and, thereafter, Buyer shall have no further right to terminate this Agreement as a result of such new lease or modification). Notwithstanding anything herein to the contrary, Buyer shall bear all costs and expenses related to any new leases or modifications of existing leases entered into after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof). 8.

Interim Covenants of Seller. Until From the Effective Date until the Closing Date or the sooner termination of this Agreement, Seller hereby agrees as follows: (1a) Seller shall continue to operate, manage and maintain the Property Improvements in the same manner as prior hereto pursuant to its normal ordinary course of Seller’s business (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred and substantially in such normal course of business)accordance with Seller’s present practice, subject to reasonable ordinary wear and tear and further subject to destruction by casualty Section 6 of this Agreement; (b) notify Buyer of any new Service Agreements or other events beyond the control amendments to existing Service Contracts and provide copies thereof to Buyer; (c) promptly deliver to Buyer copies of Seller. (2) Seller shall not enter into any additional service contracts or other similar agreements without the prior consent written default notices, notices of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 days' notice. (3) Seller shall continue to offer lawsuits and notices of violations affecting the Property for lease in the same manner as prior hereto pursuant to its normal course of business and shall keep Buyer reasonably informed as to the status of leasing extent actually received by Seller; and (d) with respect to Leases, prior to the Closing Date. After the expiration of the Due Diligence Period (unless Period, enter into any new Leases or modifications of existing Leases at its sole option, exercisable in Seller’s sole and absolute discretion; provided, that 5 days prior to and after the expiration of the Due Diligence Period, if Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof)has not terminated this Agreement, Seller shall not enter into any new leases New Leases or material modifications of existing leases thereafter Leases (including application of any security deposits to past-due amounts) without the consent of Buyer (Buyer’s prior written consent, which consent will shall not be unreasonably withheld conditioned or materially delayed)withheld. In Notwithstanding the event that Seller enters into a new lease foregoing or modifies an existing lease after anything to the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof) without the consent of Buyer, Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five (5) days after Seller enters into such new lease or modification. In the event of the delivery by Buyer to Seller of such written notice, contrary set forth in this Agreement, and (a) Buyer’s failure to approve or disapprove any request for consent by a Seller under this Section 7.5.1.(d) within three (3) Business Days following Seller’s request therefor accompanied by the obligations form of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on Lease or before the end of such five (5) day period, Buyer modification shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer constitute Buyer’s approval, and that Buyer intends to proceed with the acquisition of the Property (and, thereafter, Buyer shall have no further right to terminate this Agreement as a result of such new lease or modification). Notwithstanding anything herein to the contrary, b) Buyer shall bear all Buyer Leasing Costs in connection with the foregoing and shall provide Seller with a credit for any of the same paid by Seller in accordance with this Agreement. As used herein, the term “Buyer Leasing Costs” shall mean all reasonable and customary out of pocket brokerage and leasing commissions, tenant improvement costs and other costs and expenses related to including attorney’s fees for any new leases or modifications of existing leases Leases entered into from and after the expiration date hereof and any extension, renewal or expansion of any existing Lease exercised or entered into from and after the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice date hereof, provided in all such instances, the term of such Lease, extension, or expansion or the Additional Escrow Deposit pursuant regularly scheduled payment of rent commences from and after the Effective Date, but only to paragraph 4B hereof)the extent such costs and expenses have been expressly disclosed by a Seller to Buyer in a request for approval thereof hereunder. 8.7.5.2

Interim Covenants of Seller. Until the Closing Date or the sooner termination of this Agreement: (1) Seller shall operate and maintain the Property in the same manner as prior hereto pursuant to its normal course of business (such operation and maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (2) Seller shall not enter into any additional service contracts or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 days' notice. (3) Seller shall continue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business and and, upon request, shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. After the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval delivered a Termination Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereofhereunder), Seller shall not enter into any new leases or material modifications of existing leases thereafter providing for either a term of more than one year or rents at rates less than the current rates being charged by Seller without the consent of Buyer (which consent will not be unreasonably withheld or materially delayed). In the event that Seller enters into a new lease or modifies an existing lease (4) From and after the expiration date hereof, and until the Closing or earlier termination of this Agreement, Seller shall not sell or assign the Property or knowingly create any right, title or interest whatsoever in or to the Property or create or permit to exist any lien, encumbrance or charge thereon, other than liens or encumbrances either noted in the Title Commitment, or otherwise permitted hereunder, or those which shall be released at Closing. (5) Seller shall neither transfer nor remove any Personal Property or fixtures from the Property subsequent to the date hereof, except for purposes of replacement thereof, in which case such replacements shall be promptly installed prior to Closing and shall be comparable in quantity and quality to the item(s) being replaced. (6) Seller shall satisfy any and all claims for mechanics' or materialmen's liens or other claims or charges against the Property or any part thereof based on work or materials provided for or on behalf of Seller on or prior to Closing; provided, however, Seller shall have the right to contest any such claims so long as a bond is posted by Seller and/or other procedures reasonably acceptable to the Title Company are followed in order to protect such claims, so that no exception therefor appears in the Title Policy. (7) All rental units shall be in "market ready" condition consistent with Seller's prior practices in the ordinary course of business (and subject to limitations on capital and other expenditures set forth in paragraph 8D(1) hereof) as of the Due Diligence Period date of Closing; provided, however, Seller and Buyer acknowledge that rental units that are vacated within ten (unless 10) days prior to the date of Closing will be in varying conditions of make-ready for leasing, as is ordinary in the Seller's course of business. As to any units that are not in "market ready" condition as provided herein as of the date of the Closing, Buyer and Seller understand and agree that Buyer shall have theretofore failed be entitled to deliver credit against the Purchase Price at Closing an Approval Notice or amount equal to the Additional Escrow Deposit pursuant amount agreed upon at Closing by Buyer and Seller as being required to paragraph 4B hereof) without put in "market ready" condition as provided herein any units that are not in such condition as of the consent date of Buyer, the Closing. Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five re-inspect the Property during the period commencing not earlier than ten (510) days after Seller enters into such new lease or modification. In prior to the event Closing and ending on the Closing solely for the purpose of verifying the delivery by Buyer to Seller of such written notice, this Agreement, and the obligations of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on or before the end of such five (5) day period, Buyer shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer and that Buyer intends to proceed with the acquisition maintenance of the Property (and, thereafter, in accordance with this Agreement. Seller shall continue to provide access to Buyer shall have no further right to terminate the Property throughout the term of this Agreement as a result of such new lease or modification). Notwithstanding anything herein (subject to the contrary, Buyer shall bear all costs and expenses related to any new leases or modifications of existing leases entered into after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to indemnity obligations under paragraph 4B 5C hereof). 89.

Interim Covenants of Seller. Until the Closing Date or the sooner termination of this Agreement: (1) A. Seller shall maintain the Property in the same manner as prior hereto pursuant to its normal course of business and in a manner with similarly situated shopping centers in the area in which the Property is located (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (2) B. Seller shall not enter into any additional service contracts or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 thirty (30) days' noticenotice (and Seller shall promptly provide Buyer with copies of all such additional service contracts). (3) C. Seller shall continue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business and shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. After the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof)Effective Date, Seller shall not enter into any new leases or material modifications of existing leases thereafter without the consent of Buyer (which consent will not be unreasonably withheld or materially delayed). In the event that Seller enters into a new lease or modifies an existing lease after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof) without the consent of Buyer, Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five (5) days after Seller enters into such new lease or modification. In the event of the delivery by Buyer to Seller of such written notice, this Agreement, and the obligations of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on or before the end of such five (5) day period, Buyer shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer and that Buyer intends to proceed with the acquisition of the Property (and, thereafter, Buyer shall have no further right to terminate this Agreement as a result of such new lease or modification). Notwithstanding anything herein to the contrary, Buyer Seller shall bear all costs and expenses related have no obligation to enter into any new leases or modifications of existing leases entered into after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed agree to deliver an Approval Notice pay all tenant improvement costs, leasing commissions and other similar costs or the Additional Escrow Deposit pursuant expenses in connection therewith (Buyer agreeing not to paragraph 4B hereofunreasonably withhold or unduly delay any such approval if requested by Seller). 89.

Interim Covenants of Seller. Until the Closing Date or the sooner termination of this Agreement: (1) Seller shall maintain the Property in the same manner as prior hereto pursuant to its normal course of business business, including maintaining existing insurance policies, which existing insurance policies are listed on Exhibit "K" attached hereto and made a part hereof (or insurance policies consisting of substantially similar coverage) with respect to the Property (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (2) Seller shall not enter into any additional service contracts or other similar agreements without the prior written consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable without payment of any fee on 30 days' noticenotice (and Seller shall promptly provide Buyer with copies of all such additional service contracts). (3) Seller shall continue to offer the Property for lease and deal with tenants in the same manner as prior hereto pursuant to its normal course of business and shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. After the date hereof, Seller shall not apply or declare a tenant's security deposit forfeited due to such tenant's failure to pay fixed or additional rentals or other tenant charges due under such tenant's lease, until the date which is ten (10) business days after the expiration of any applicable grace period (assuming such grace period is at least ten (10) calendar days in length) for such payment in such tenant's lease. In addition, after the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B date hereof), Seller shall not enter into any new leases or modifications of existing leases thereafter without the written consent of Buyer (which Buyer. Such consent will not be unreasonably withheld or materially delayed). If Buyer fails to deliver its consent or disapproval of a request by Seller to enter into a new lease or to modify an existing Lease on or before the date which is two (2) business days following Buyer's receipt after Seller's request therefor, Buyer shall be deemed to have approved the new lease or modification of existing lease, as applicable. In the event that Seller enters into a new lease or modifies an existing lease after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof) date hereof without the consent of Buyer, Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five (5) days after Seller enters notifies Buyer in writing that Seller has entered into such new lease or modification. In the event of the delivery by Buyer to Seller of such written notice, this Agreement, and the obligations of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on or before the end of such five (5) day period, Buyer shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer and that Buyer intends to proceed with the acquisition of the Property (and, thereafter, Buyer shall have no further right to terminate this Agreement as a result of such new lease or modification). Notwithstanding anything herein to the contrary, Buyer shall bear all costs and expenses related to any new leases or modifications of existing leases entered into after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof). 8.

Interim Covenants of Seller. Until the Closing Date or the sooner termination of this Agreement: (1) Seller shall maintain the Property in the same manner as prior hereto pursuant to its normal course of business (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (2) Seller shall not enter into any additional service contracts or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 days' notice. (3) Seller shall have the right to continue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business and and, upon request, shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. After the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval delivered a Termination Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereofhereunder), Seller shall not enter into any new leases or material modifications of existing leases thereafter without the consent of Buyer (which consent will not be unreasonably withheld or materially delayed). In the no event that shall Seller enters have any obligation to enter into a any new lease or modifies an modify any existing lease after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed agree to deliver an Approval Notice pay or reimburse Seller on the Additional Escrow Deposit pursuant to paragraph 4B hereof) without the consent of Buyer, Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five (5) days after Seller enters into such new lease or modification. In the event of the delivery by Buyer to Seller of such written notice, this Agreement, and the obligations of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on or before the end of such five (5) day period, Buyer shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer and that Buyer intends to proceed with the acquisition of the Property (and, thereafter, Buyer shall have no further right to terminate this Agreement as a result of such new lease or modification). Notwithstanding anything herein to the contrary, Buyer shall bear Closing Date for all tenant improvement costs and expenses related leasing commissions incurred by Seller under or in connection therewith (Buyer's agreement to any new leases pay or modifications of existing leases entered into after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed reimburse for such amounts not to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereofbe unreasonably withheld). 8.

Interim Covenants of Seller. Until the Closing Date or the sooner termination of this Agreement: (1) Seller shall maintain the Property in the same manner as prior hereto pursuant to its normal course of business (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business), subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (2) Seller shall not enter into any additional service contracts or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable without payment of any fee on 30 days' noticenotice (and Seller shall promptly provide Buyer with copies of all such additional service contracts). (3) Seller shall continue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business and shall keep Buyer reasonably informed as to the status of leasing prior to the Closing Date. After the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof), Seller shall not enter into any new leases or modifications of existing leases thereafter after the date hereof without the consent of Buyer (which consent will not be unreasonably withheld or materially delayed). In the event that Seller enters into a new lease or modifies an existing lease after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof) date hereof without the consent of Buyer, Buyer shall have the right to terminate this Agreement by notifying Seller of its exercise of such right by delivering to Seller written notice thereof within five (5) days after Seller enters into such new lease or modification. In the event of the delivery by Buyer to Seller of such written notice, this Agreement, and the obligations of the parties hereunder, shall terminate and the Escrow Deposit shall be returned to Buyer. If Buyer shall fail to deliver such written notice on or before the end of such five (5) day period, Buyer shall be deemed to have agreed that the new lease or modification is or are acceptable to Buyer and that Buyer intends to proceed with the acquisition of the Property (and, thereafter, Buyer shall have no further right to terminate this Agreement as a result of such new lease or modification). Notwithstanding anything herein to the contrary, Buyer shall bear all costs and expenses related to any new leases or modifications of existing leases entered into after the expiration of the Due Diligence Period (unless Buyer shall have theretofore failed to deliver an Approval Notice or the Additional Escrow Deposit pursuant to paragraph 4B hereof). 8.