Operation of the Property Prior to Closing. Prior to Closing:
(a) Seller shall operate, manage and maintain the Property in a reasonable, professional and prudent manner, and keep the same in its current condition at all times. Without expense to Buyer, Seller shall make all repairs and replacements (structural and non-structural, ordinary and extraordinary), or cause the tenants under the Leases to make all repairs and replacements if required by the terms of the Leases, so that the Property is maintained in its present condition, reasonable wear and tear excepted.
(b) Upon reasonable notice, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys of the Property, including, but not limited to, all activities necessary to satisfy the contingencies set forth in this Section 6 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property. Buyer shall have the right, at Buyer’s expense, to make copies of all such books and records, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records if Closing does not occur under this Agreement. Buyer shall not interfere unreasonably with the operation of the Property and shall restore any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer hereby agrees to indemnify and hold harmless Seller (and her Seller’s representatives, successors and assigns) from and against any and all claims, liens, demands, personal injury, property damage, loss or liability of any nature whatsoever arising from or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination of this Agreement.
(c) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(d) Seller shall promptly notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any permit or agreement affecting the Property, or any portion or portions thereof.
(e) No contr...
Operation of the Property Prior to Closing. Prior to Closing:
(a) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(b) Seller shall promptly notify Buyer of Seller’s receipt of any notice from the building tenants alleging that Seller is in default of its obligations under any of the Leases or any permit or agreement to which Seller is a party, affecting the Property, or any portion or portions thereof.
(c) From and after the expiration of the Due Diligence Period, no contract for or on behalf of or affecting the Property shall be negotiated or entered into by Seller which cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium.
(d) From and after the expiration of the Due Diligence Period until Closing, Seller shall maintain the Contract Rights, Records and Plans, Guarantees if any and Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereof. Seller shall not enter into any new contracts or agreements relating to the Property without Buyer’s prior written consent.
Operation of the Property Prior to Closing. Since September 1, 2005, Seller has operated and maintained, and between the date hereof and the Closing Date, Seller shall continue to operate and maintain, the Building in Seller's usual and customary manner including, without limitation, the maintenance of the Property in its current condition, leasing of the Property and exercising all rights as owner of the Property. From and after the date hereof, Seller shall not extend or modify any Lease, Contract or other agreement, undertake any capital improvement projects or enter into any material agreements affecting the Real Property, without Buyer's prior written consent.
Operation of the Property Prior to Closing. Prior to Closing:
(a) Xxxxxx shall operate, manage and maintain the Xxxxxxx Road Property, the Hwy 155N Property and the West 3rd St. Property, and (following the satisfaction of the Buy-Out Contingency) CW shall cause ELFP to operate, manage and maintain the Xxxxxxx Property, in a reasonable, professional and prudent manner, and keep the same in good condition at all times. Without expense to Buyer, Xxxxxx shall cause all repairs and replacements (structural and non-structural, ordinary and extraordinary) to be made to the Xxxxxxx Road Property, the Hwy 155N Property and the West 3rd St. Property, and (following the satisfaction of the Buy-Out Contingency) CW shall cause all repairs and replacements to be made to the Xxxxxxx Property so that the Property is maintained in its present condition, reasonable wear and tear excepted.
(b) Buyer and ELFP executed that certain Temporary Access License dated on or about the date of this Agreement pursuant to which ELFP granted to Buyer the limited right to access the Xxxxxxx Property for the purpose of inspecting same (the “Temporary Access License”). The Temporary Access License remains in full force and effect, is hereby incorporated into this Agreement and the Term of the Temporary Access License is hereby extended until the expiration of the Due Diligence Period. In the event this Agreement is terminated, the obligations of Buyer under the Temporary Access License which survive a termination of the Temporary Access License shall remain in full force and effect.
(c) Xxxxxx shall comply, and following the satisfaction of the Buy-Out Contingency, ELFP and Khair shall comply, with all of the material obligations of landlord under the Subleases and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(d) Seller shall promptly notify Buyer of Seller’s, ELFP’s or Khair’s receipt of any notice from any party alleging that the applicable Property owner is in default of its obligations under any of the Subleases or any permit or agreement affecting the Property, or any portion or portions thereof.
(e) Following the expiration of the Due Diligence Period, no contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated prior to Closing without charge, cost, penalty or premium. During the Due Diligence Period, Seller shall give Buyer written notice of any such contract.
(f) Following the expiration of the Due Diligence Per...
Operation of the Property Prior to Closing. (a) Seller shall operate and manage the Property in substantially the same manner as it is now operated, including the leasing of units upon terms which are substantially similar to Seller’s past practices.
(b) Seller shall not transfer nor remove any personalty that is material to the operation or value of the Property from the Property subsequent to the Effective Date unless Seller replaces the same prior to the Closing Date with personalty of equivalent or better utility and quality to the items removed.
Operation of the Property Prior to Closing. Prior to Closing:
Operation of the Property Prior to Closing. From the Effective Date until the Closing Date or earlier termination of this Agreement, Seller shall not, without Purchaser's prior written consent (which shall not be unreasonably withheld, conditioned or delayed), make any material physical changes to the Land, except as may be necessary or appropriate (a) to comply with Seller's obligations or to satisfy conditions under the Entitlements, Licenses and Permits or Applicable Law or (b) to make infrastructure improvements or to prepare the Land for the improvements contemplated under the Entitlements.
Operation of the Property Prior to Closing. (a) From the date of this Agreement to the Closing Date (or until any earlier termination of this Agreement, as the case may be), Seller shall:
(i) continue to maintain and operate the Property in accordance with Seller's past practices;
(ii) maintain the Property in as good repair, order, and condition as exists on the date of this Agreement, ordinary wear and tear and damage or destruction by fire or other casualty or taking excepted;
(iii) maintain and keep in full force and effect insurance on the Property in amounts currently in effect;
(iv) comply with the terms and provisions of all existing Tenant Leases and Service Contracts in all material respects; and
(v) except for leases in respect of the Property (which are addressed in Section 7(b), below), not permit any part of the Property, or any interest therein, to be sold, encumbered or otherwise transferred without Buyer's consent.
(b) From and after the date of this Agreement and until the Closing Date, Seller will not enter into any new leases in respect of the Property or modify or amend any existing Tenant Leases without Buyer's written approval, which written approval shall not be unreasonably withheld or delayed. If Seller requests Buyer's approval of any new lease, Seller will forward a copy of such proposed lease to Buyer together with the
Operation of the Property Prior to Closing. During the period from ------------------------------------------ the date of this Agreement to the Closing Date (the "Interim Period") Seller shall, at its expense, comply with all Applicable Laws and Restrictions respecting the Property or the possession, use, occupancy or operation thereof except to the extent maintenance and repairs are the responsibility of the Company under its lease of portions of the Property. Seller shall deliver the Property to Buyer free of all occupants and of any known claims to possession other than those listed on Exhibit C hereto and in condition at least equivalent in quality to that existing as of Buyer's execution hereof, less reasonable wear and tear, and except to the extent maintenance and repairs are the responsibility of the Company under its lease of portions of the Property. Notwithstanding anything to the contrary herein, during the Interim Period Seller shall not: (i) enter into any new lease or occupancy agreement, or any other agreement or contract relating to the Property, or modify any of the foregoing agreements or other contracts which now exist or (ii) permit or acquiesce in any prescriptive or similar right in or to the Property, or (iii) cause, permit or suffer any encumbrance, easement or other matter affecting the Property to become of record, in each case without the prior written consent of Buyer.
Operation of the Property Prior to Closing
