Common use of Pre Closing Matters Clause in Contracts

Pre Closing Matters. Until the earlier of the Closing Date or the termination of this Agreement, City agrees as follows: (i) to maintain any insurance coverage relating to the Site that is currently maintained by City, in the amounts and coverages currently in effect; (ii) to maintain the Site in its present condition (“AS IS”), subject to normal wear and tear and with acts of God, casualty and condemnation excepted, provided that the City shall be allowed to continue to complete the demolition and abatement of the Site; (iii) to notify Developer promptly upon receiving notice of any (a) fact or event that could make any of the representations or warranties of City contained in Section 22 of this Agreement untrue or misleading in any material respect, (b) pending or threatened litigation that materially and adversely affects the Site or that would materially and adversely affect the transaction contemplated hereby or the Developer’s intended use of the Site, or (c) material damage or destruction (excluding normal wear and tear) to the Site or any part thereof; (iv) not to intentionally do anything or knowingly permit anything to be done that would materially and adversely affect the status of title to the Developer Parcel as shown in the Title Commitment (defined below), without the prior written consent of Developer, which consent shall not be unreasonably withheld; (v) to deliver to Developer copies of all notices relating to the physical condition of the Site that are received by City after the Effective Date from any governmental agency; (vi) to notify Developer promptly upon receiving actual notice of any spilling, leaking, disposing, discharging, or migration of hazardous or toxic materials on the Site in violation of applicable law occurring after the Effective Date; and (vii) not to enter into any leases, occupancy agreements, or service or other contracts affecting the Site that would remain in effect after the Closing without in each case obtaining Developer’s prior written consent thereto, which consent shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Disposition and Redevelopment Agreement, Disposition and Redevelopment Agreement

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Pre Closing Matters. Until the earlier of the Closing Date or the termination of this Agreement, City agrees as follows: : (ia) to maintain any insurance coverage relating to the Site Property that is currently maintained by City, in the amounts and coverages currently in effect; ; (iib) to maintain the Site Property in its present condition (“AS IS”), subject to normal wear and tear and with acts of God, casualty and condemnation excepted, provided that the City shall be allowed to continue to complete the demolition and abatement of the Site; ; (iiic) to notify Developer promptly upon receiving notice of any (ai) fact or event that could make any of the representations or warranties of City contained in Section 22 of this Agreement untrue or misleading in any material respect, (bii) pending or threatened litigation that materially and adversely affects the Site Property or that would materially and adversely affect the transaction contemplated hereby or the Developer’s intended use of the Sitehereby, or (ciii) material damage or destruction (excluding normal wear and tear) to the Site Property or any part thereof; ; (ivd) not to intentionally do anything or knowingly permit anything to be done that would materially and adversely affect the status of title to the Developer Parcel Property as shown in the Title Commitment (defined below)Commitment, without the prior written consent of Developer, which consent shall not be unreasonably withheld; ; (ve) to deliver to Developer copies of all notices relating to the physical condition of the Site Property that are received by City after the Effective Date from any governmental agency; ; (vif) to notify Developer promptly upon receiving actual notice of any spilling, leaking, disposing, discharging, or migration of hazardous or toxic materials on the Site Property in violation of applicable law occurring after the Effective Dateoccurring; and and (viig) not to enter into any leases, occupancy agreements, or service or other contracts affecting the Site Property that would remain in effect after the Closing without in each case obtaining Developer’s prior written consent thereto, which consent shall not be unreasonably withheld.

Appears in 2 contracts

Samples: Disposition and Development Agreement, Disposition and Development Agreement

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Pre Closing Matters. Until the earlier of the Closing Date or the termination of this Agreement, City agrees as follows: (i) : a. to maintain any insurance coverage relating to the Site Property that is currently maintained by City, in the amounts and coverages currently in effect; (ii) ; b. to maintain the Site Property in its present condition (“AS IS”), subject to normal wear and tear and with acts of God, casualty and condemnation excepted, provided that the City shall be allowed to continue to complete the demolition and abatement of the Site; (iii) ; c. to notify Developer promptly upon receiving notice of any (ai) fact or event that could make any of the representations or warranties of City contained in Section 22 of this Agreement untrue or misleading in any material respect, (bii) pending or threatened litigation that materially and adversely affects the Site Property or that would materially and adversely affect the transaction contemplated hereby or the Developer’s intended use of the Sitehereby, or (ciii) material damage or destruction (excluding normal wear and tear) to the Site Property or any part thereof; (iv) ; d. not to intentionally do anything or knowingly permit anything to be done that would materially and adversely affect the status of title to the Developer Parcel Property as shown in the Title Commitment (defined below)Commitment, without the prior written consent of Developer, which consent shall not be unreasonably withheld; (v) ; e. to deliver to Developer copies of all notices relating to the physical condition of the Site Property that are received by City after the Effective Date from any governmental agency; (vi) ; f. to notify Developer promptly upon receiving actual notice of any spilling, leaking, disposing, discharging, or migration of hazardous or toxic materials on the Site Property in violation of applicable law occurring after the Effective Dateoccurring; and (vii) and g. not to enter into any leases, occupancy agreements, or service or other contracts affecting the Site Property that would remain in effect after the Closing without in each case obtaining Developer’s prior written consent thereto, which consent shall not be unreasonably withheld.

Appears in 1 contract

Samples: Disposition and Development Agreement

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