Common use of Interim Operating Covenants Clause in Contracts

Interim Operating Covenants. The Business shall be conducted in, and the Sellers shall not take any action that materially deviates from, the ordinary course of business consistent with past practice, and the Sellers shall (a) operate the Facilities or cause the Facilities to be operated in a manner substantially consistent with applicable requirements of all Governmental Authorities and the Facilities’ and the Sellers’ respective past practices, including maintaining the Licenses in full force and effect; (b) subject to Section 4.19, maintain the Assets or cause the Assets to be maintained in substantially their existing condition, reasonable wear and tear excepted; (c) comply in all material respects with all statutes, laws, ordinances, rules, regulations, requirements, judgments, orders and decrees of any Governmental Authority (collectively, “Applicable Law”) with respect to the Assets and the operation thereof, including all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Facilities and compliance in all material respects with all Government Programs; (d) timely pay all rents and other payments due on or before the Closing under, and otherwise maintain and comply with, all Contracts, all Tenant Leases, all Equipment Leases, all Residency Agreements and all Employee Benefit Plans; (e) except in the ordinary course of business and consistent with past practice (or as otherwise required by a Governmental Authority), not agree to or make any changes or modifications in any Residency Agreements or incur any further obligations or surrender any rights thereunder; (f) not enter into any agreements or leases which would have had to be disclosed in any section of the Disclosure Letter had such agreements or leases been entered into prior to the Effective Date; (g) not enter into or agree to or make any changes or modifications in any Contracts, Tenant Leases, Equipment Leases or Employee Benefit Plans or incur any further obligations or surrender any rights thereunder; (h) keep in full force and effect insurance policies with the same coverage limits and otherwise on substantially the same terms as existing policies through the Closing Date; (i) maintain in good standing all Licenses necessary to operate the Facilities; and (j) use commercially reasonable, good faith efforts to maintain all goodwill and preserve relationships with all Residents, employees, vendors and Governmental Authorities. For purposes of this Section 4.1 and Section 2.20, a “material deviation” shall include any actions that would be inconsistent with past practice that could reasonably be expected to result, directly or indirectly, in a reduction in net operating income of One Hundred Twenty-Five Thousand Dollars ($125,000.00) or more on an annualized basis, as presented in the Financial Statements.

Interim Operating Covenants. The Business shall be conducted inDuring the period beginning on the Effective Date and ending on the earlier of the Closing Date, and or the Sellers shall not take any action that materially deviates fromtermination of this Agreement (such period, the ordinary course of business consistent with past practice“Interim Period”), and the Sellers shall except (a) operate the Facilities or cause the Facilities to be operated as provided for in a manner substantially consistent with applicable requirements of all Governmental Authorities and the Facilities’ and the Sellers’ respective past practicesthis Agreement, including maintaining the Licenses in full force and effect; (b) subject to Section 4.19as required by applicable Law or GAAP, maintain the Assets or cause the Assets to be maintained in substantially their existing condition, reasonable wear and tear excepted; (c) comply to the extent that Buyer shall otherwise consent in all material respects writing (which consent shall not be unreasonably withheld, conditioned or delayed), each of Seller and Seller Parent shall (x) conduct the Business in the Ordinary Course of Business (which shall include conducting the Business in accordance with all statutesany Material Contract to which Seller is a party as of the Effective Date, lawsand which has been made available to Buyer) and (y) use commercially reasonable efforts to maintain and preserve intact the current organization, ordinancesbusiness and franchise of the Business and to preserve the rights, rulesfranchises, regulationsgoodwill and relationships of the employees, requirementscustomers, judgmentssuppliers, orders regulators and decrees of any Governmental Authority (collectively, “Applicable Law”) others having business relationships with Seller and Seller Parent with respect to the Assets Business. Nothing contained in this Section 5.1 shall impose any restriction on, or impose obligations of Seller or Seller Parent with respect to, the Excluded Business (including, for the avoidance of doubt, selling or continuing to operate any segment of the Excluded Business, subject to the other terms and conditions of this Agreement and the operation thereof, including all required regulatory standards Amended STAT Services Agreement and the Transition Services Agreement (if any)) or the Excluded Assets (but only to the extent such Excluded Assets do not relate to the Business or the performance of any Governmental Authorities with regulatory jurisdiction over the Facilities and compliance in all material respects with all Government Programs; (d) timely pay all rents and other payments due on or before the Closing services under, and otherwise maintain solely for the duration of, the Amended STAT Services Agreement or, if later, the duration of the Transition Services Agreement (if any)). In addition, and comply withsubject to the foregoing, all Contractssolely with respect to the Business (including the Excluded Assets that relate to the Business or the performance of services under the Amended STAT Services Agreement) during the Interim Period, all Tenant Leaseswithout the prior written consent of Buyer (which consent shall not be unreasonably withheld, all Equipment Leases, all Residency Agreements and all Employee Benefit Plans; (e) except in the ordinary course of business and consistent with past practice (conditioned or as otherwise required by a Governmental Authoritydelayed), not agree to or make any changes or modifications in any Residency Agreements or incur any further obligations or surrender any rights thereunder; (f) not enter into any agreements or leases which would have had to be disclosed in any section of the Disclosure Letter had such agreements or leases been entered into prior to the Effective Date; (g) not enter into or agree to or make any changes or modifications in any Contracts, Tenant Leases, Equipment Leases or Employee Benefit Plans or incur any further obligations or surrender any rights thereunder; (h) keep in full force Seller and effect insurance policies with the same coverage limits and otherwise on substantially the same terms as existing policies through the Closing Date; (i) maintain in good standing all Licenses necessary to operate the Facilities; and (j) use commercially reasonable, good faith efforts to maintain all goodwill and preserve relationships with all Residents, employees, vendors and Governmental Authorities. For purposes of this Section 4.1 and Section 2.20, a “material deviation” shall include any actions that would be inconsistent with past practice that could reasonably be expected to result, directly or indirectly, in a reduction in net operating income of One Hundred Twenty-Five Thousand Dollars ($125,000.00) or more on an annualized basis, as presented in the Financial Statements.Seller Parent shall:

Interim Operating Covenants. The Business shall be conducted inSeller covenants to Purchaser that from the Effective Date until Closing, Seller will (a) continue to operate, manage and maintain the Sellers shall not take any action that materially deviates from, Improvements in the ordinary course of Seller’s business consistent and substantially in accordance with past practiceSeller’s practice as of the Effective Date, subject to ordinary wear and the Sellers shall (a) operate the Facilities or cause the Facilities tear and further subject to be operated in a manner substantially consistent with applicable requirements Section 9 of all Governmental Authorities and the Facilities’ and the Sellers’ respective past practices, including maintaining the Licenses in full force and effectthis Agreement; (b) subject maintain fire and extended coverage insurance and general liability insurance on the Property which is at least equivalent in all material respects to Section 4.19, maintain the Assets or cause insurance policies covering the Assets to be maintained in substantially their existing condition, reasonable wear Real Property and tear exceptedthe Improvements as of the Effective Date; (c) comply in all material respects with all statutes, laws, ordinances, rules, regulations, requirements, judgments, orders the terms and decrees provisions of any Governmental Authority (collectively, “Applicable Law”) with respect to the Assets Leases and the operation thereof, including all required regulatory standards of any Governmental Authorities with regulatory jurisdiction over the Facilities and compliance in all material respects with all Government Programs; (d) timely pay all rents and other payments due on or before the Closing under, and otherwise maintain and comply with, all Contracts, all Tenant Leases, all Equipment Leases, all Residency Agreements and all Employee Benefit Plans; (e) except in the ordinary course of business and consistent with past practice (or as otherwise required by a Governmental Authority), not agree to or make any changes or modifications in any Residency Agreements or incur any further obligations or surrender any rights thereunder; (f) not enter into any agreements new leases or leases which would have had to be disclosed in any section amendments, expansions or renewals of the Disclosure Letter had Leases and not accept any rent from any Tenant for more than one (1) month in advance of its due date and not apply any tenant security deposits without the prior written consent of Purchaser, which consent will be deemed given unless written objection thereto is given within five (5) Business Days after receipt of the relevant written information provided to Purchaser by Seller; and (d) comply with the terms and provisions of the Service Contracts and not enter into, amend or renew any Service Contract, service agreement, maintenance contract, equipment leasing agreement, or other contract for the provision of labor, services, materials or supplies, unless such agreements agreement or leases been entered into contract is terminable on not more than thirty (30) days’ notice without penalty or unless Purchaser consents thereto in writing, which consent will be deemed given unless written objection thereto is given within five (5) Business Days after receipt of the relevant written information. If Purchaser’s consent is requested by Seller pursuant to this Section 7 prior to the expiration of the Inspection Period, Purchaser’s consent may not be unreasonably withheld or conditioned. If Purchaser’s consent is requested after the expiration of the Inspection Period, Purchaser’s consent may be withheld in Purchaser’s sole and absolute discretion. With respect to Service Contracts in effect on the Effective Date; (g) Date or entered into after the Effective Date subject to and in accordance with the terms and provisions of this Agreement, Seller shall, upon Purchaser’s written request prior to the end of the Inspection Period, cancel and terminate effective as soon as reasonably possible under the applicable Service Contracts, any Service Contracts which Purchaser designates for termination or which may not enter into be assumed by Purchaser pursuant to the terms thereof. Any Service Contracts which Purchaser designates for termination are referred to in this Agreement as “Terminated Contracts”. Purchaser shall assume at Closing all Service Contracts that are not Terminated Contracts. Notwithstanding anything to the contrary in this Agreement, Purchaser shall not assume, and Seller shall retain, all obligations and liabilities under the Terminated Contracts, whether arising or agree accruing prior to or make any changes or modifications in any Contracts, Tenant Leases, Equipment Leases or Employee Benefit Plans or incur any further obligations or surrender any rights thereunder; (h) keep in full force and effect insurance policies with after the same coverage limits and otherwise on substantially the same terms as existing policies through the Closing Date; (i) maintain in good standing all Licenses necessary to operate the Facilities; and (j) use commercially reasonable, good faith efforts to maintain all goodwill and preserve relationships with all Residents, employees, vendors and Governmental Authorities. For purposes of this Section 4.1 and Section 2.20, a “material deviation” shall include any actions that would be inconsistent with past practice that could reasonably be expected to result, directly or indirectly, in a reduction in net operating income of One Hundred Twenty-Five Thousand Dollars ($125,000.00) or more on an annualized basis, as presented in the Financial StatementsClosing.