Common use of Seller Covenants Clause in Contracts

Seller Covenants. During the term of this Agreement, Seller covenants: (i) to cause the Property to be maintained in its present order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on the Closing Date as on the Effective Date; (ii) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently in effect on the Property; (viii) to not grant any new encumbrances on or about the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception of the easement referenced in Section 7(e) above; (ix) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect the Property after Closing, without the prior written consent of Buyer; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance with all applicable laws, orders, rules and regulations applicable to the Property and the operation thereof; (xi) not grant any options, rights of first refusal or other instrument of any kind which grants to any person or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable forms.

Seller Covenants. During the term of Seller agrees that as long as this Agreement remains in full force and effect, and provided Buyer is not in default under this Agreement, Seller covenantsSeller: (ia) shall continue to cause operate and manage each Property in the Property same manner in which Seller has previously operated and managed such Property; (b) shall, subject to be maintained in its present order Section 7 hereof and condition, normal subject to reasonable wear and tear and damage from casualty exceptedtear, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair maintain each Property in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition as exists on the Closing Date as on the Effective Datedate hereof; and (iic) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closingnot, without Buyer’s prior written consent, which consent which, after the expiration of the Due Diligence Period may be withheld in Buyer’s sole discretion (and prior thereto shall not be unreasonably withheld, conditioneddelayed, or delayed; conditioned): (vii) to not sell, further pledgeamend the Leases or Guaranties in any manner, or otherwise transfer enter into any new lease, license agreement or dispose of all or any part of other occupancy agreement with respect to any Property; (viiii) consent to maintain in full force and effect all insurance coverage presently in effect on the Property; (viii) to not grant an assignment of any new encumbrances on Lease or about the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception a sublease of the easement referenced in Section 7(e) above; (ix) to not enter into any brokerage commission premises demised thereunder or fee agreement a termination or arrangement which will be binding on Buyer or affect the Property after Closing, without the prior written consent of Buyer; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance with all applicable laws, orders, rules and regulations applicable to the Property and the operation surrender thereof; (xiiii) not grant terminate any optionsLease nor release any guarantor of or security for any Lease unless required by the express terms of such Lease; and/or (iv) cause, rights permit or consent to an alteration of first refusal the premises demised under the Leases (unless such consent is non-discretionary). If Buyer fails to respond within five (5) business days after receipt of a written request from Seller for Buyer’s consent to any of the foregoing (which request shall be accompanied by a copy of the proposed lease, lease modification or other instrument of any kind which grants agreement), Buyer shall be deemed to any person or entity have consented to the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to same. To the extent required by Buyer’s lenderCalifornia law, SNDAs from each tenant Seller shall promptly notify Buyer in writing of any Material Events. “Material Events” shall be limited to physical changes to the Property occurring after the Effective Date that (i) materially and adversely affect the value of the Property no later than Closing on commercially reasonable formsProperty, and (ii) are actually known to Seller, and (iii) to Seller’s knowledge have not been independently discovered by Buyer.

Seller Covenants. During Seller agrees that, with respect to the term of this AgreementProperty, it: (a) shall continue to operate and manage the Property in a prudent and. businesslike manner and in the same manner in which Seller has previously operated and managed the Property, and in doing so, Seller covenants: (i) shall not take any action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in its present violation or continued violation of any Laws, (2) in a manner the result of which would have a Material Adverse Effect on the Property or Buyer’s ability to lease to a tenant or to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement, to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to keep the Property in good repair and working order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on the Closing Date as on the Effective Date; (iic) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently policies in effect on place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent: (i) amend the current subleases of the Property in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (viiiii) consent to not grant any new encumbrances on or about an assignment of the current leases of the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception a sublease of the easement referenced in Section 7(e) abovepremises demised thereunder or a termination or surrender thereof; (ixiii) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect terminate the current leases of the Property after Closingnor release any guarantor of or security for any of the current leases of the Property; and/or (iv) cause, without permit or consent to an alteration of the prior written Real Property unless such consent is non-discretionary or, with prompt notice to Buyer, in the ordinary course of BuyerSeller’s operation of the Property); and (xe) to take commercially reasonable actions necessary to ensure that shall timely perform all of Seller’s obligations under the Property is in compliance with all applicable laws, orders, rules and regulations applicable to current leases of the Property and the operation thereof; (xi) not grant any optionsContracts, rights of first refusal or under all governmental approvals, and under all other instrument of any kind which grants agreements relating to any person or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) Seller shall comply with all Laws affecting the Property, and duly and timely file all tax reports required to use commercially reasonable efforts be filed by Seller and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or the Property. Seller shall promptly inform Buyer in writing of any event having a Material Adverse Effect with respect to obtain executed Estoppels from all Tenants andSeller’s ownership, to the extent required by Buyer’s lenderuse, SNDAs from each tenant occupancy or maintenance of the Property no later than Closing on commercially reasonable formsProperty, whether insured or not.

Seller Covenants. During the term of this Agreement, Seller covenants: (i) to cause the Property to be maintained in its present order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice agrees that with respect to maintenance and repair Seller’s Property, Seller: (a) shall continue to operate the Property in the ordinary course of business so that same manner in which Seller has previously operated and maintained such Property; (b) shall, subject to Section 8 hereof and subject to reasonable wear and tear, maintain the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on the Closing Date as exists on the Effective Date; (ii) to Date and shall comply with all obligations of the Seller as “lessor” or “landlord” under the Leases with respect as and when required under the Leases; (c) shall not, (i) up to five (5) business days prior to the expiration of the Due Diligence Period, enter into leases (or amendments modifications, cancellations or terminations of the Leases) affecting the Property without sending to Buyer notice thereof and copies of such leases or amendments entered into, and (ii) from five (5) business days prior to the expiration of the Due Diligence Period until Closing, enter into new leases (or amendments, modifications, cancellations or terminations of the Leases) (except pursuant to the exercise by a tenant of a renewal, extension or expansion option or other right contained in such Lease – in which case this leasing restriction will not apply) existing as of the Effective Date without the consent of Buyer, which consent shall be in Buyer’s sole discretion; (d) shall promptly inform Buyer in writing of any material event adversely affecting the ownership, use, occupancy or maintenance of any Property; (iiie) to relay Seller shall not encumber any communications from tenants about its lease Property with any mortgages, deeds of trust or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing other encumbrances except as expressly permitted above without Buyer’s prior written consent, consent (which consent shall not be unreasonably withheld, conditionedconditioned or delayed as to easements, or delayedlicenses and similar documents required in the ordinary course of business; and (vf) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain keep continuously in full force and effect from the Effective Date through the day upon which the Closing occurs all insurance coverage presently in effect on policies carried by Seller with respect to the Property; (viii) to not grant any new encumbrances on or about the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception of the easement referenced in Section 7(e) above; (ix) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect the Property after Closing, without the prior written consent of Buyer; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance with all applicable laws, orders, rules and regulations applicable to the Property and the operation thereof; (xi) not grant any options, rights of first refusal or other instrument of any kind which grants to any person or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable forms.

Seller Covenants. During Seller agrees that, with respect to each of the term of this AgreementProperties it: (a) shall continue to operate and manage each Property in a prudent and businesslike manner and in the same manner in which Seller has previously operated and managed the Property, and in doing so, Seller covenants: (i) shall not take any action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in its present violation or continued violation of any Laws, (2) in a manner the result of which would have a Material Adverse Effect on the Property or Buyer’s ability to lease to a tenant to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to keep the Property in good repair and working order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on as the Closing Date as on the Effective Datedate hereof (subject to normal wear and tear); (iic) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently policies in effect on place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent cause, permit or consent to a material alteration of the Real Property unless such consent is non-discretionary or not otherwise permitted by the Lease; (e) shall timely perform all of Seller’s obligations under the Contracts, under all governmental approvals, and under all other agreements relating to the Property; and Seller shall comply with all Laws affecting the Property, and duly and timely file all tax reports required to be filed by Seller and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or the Property; and (viiif) with respect to the Huntersville Property, it shall continue with commercially reasonable diligence to complete the development and construction of the Huntersville Property and the Facility thereon in accordance with the Plans and Specification and to not grant any new encumbrances on materially modify or about agree to modify the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception of the easement referenced in Section 7(e) above; (ix) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect the Property after Closing, Plans and Specification without the prior written consent of Buyer; (x) , which consent shall not be unreasonably withheld delayed or denied. Seller shall promptly inform Buyer in writing of any event having a Material Adverse Effect with respect to take commercially reasonable actions necessary to ensure that Seller’s ownership, use, occupancy or maintenance of the Property is in compliance with all applicable lawsProperty, orderswhether insured or not. For purposes of this Agreement, rules and regulations applicable a modification to the Property Plans and Specifications shall be deemed material if either (a) the operation thereof; modification would reasonably result in a five percent (xi5%) not grant any optionsor greater reduction of Net Income, rights or (b) the modification results in reduction of first refusal ten percent (10%) or other instrument of any kind which grants to any person or entity the right to purchase or otherwise acquire any interest more in the number of units or beds constructed or approved for the Huntersville Property; . For a period of one (1) year after the date that constitutes completion of construction of the Huntersville Property, Seller shall be and remain responsible for such completing any warranty work with respect to the Huntersville Property. Seller further agrees that it will remain adequately capitalized in a manner such that Seller shall have sufficient funds in order to comply with its obligations as described in this Section. If Seller fails to comply with said cure and warranty obligations, the Master Lease shall permit Buyer, after giving thirty (xii30) days written notice to use commercially reasonable efforts Seller and Seller having failed to obtain executed Estoppels from all Tenants andcommence and diligently pursue to completion curative action within said time period, to proceed to remedy such default on its own and shall have recourse against under the extent required by Buyer’s lender, SNDAs from each tenant Master Lease for any expenses incurred thereby. Neither payment nor acceptance of the Purchase Price for the Huntersville Property no later than nor any provision in this Agreement will be deemed to constitute a waiver by Buyer of Seller’s responsibility under this paragraph. The obligations of Seller pursuant to this paragraph shall continue beyond the one-year period specified herein as to warranty work if the defect or default is discovered during the one-year warranty period and is not cured by the Seller within that one-year warranty period. This paragraph, and all provisions contained herein, shall survive the Final Closing; however, without limiting the foregoing, the parties will memorialize the obligations of Seller under this paragraph in a post-closing agreement executed at the Final Closing on commercially reasonable forms(the “Post-Closing Agreement”).

Seller Covenants. During 15.1 Sellers agree that they shall not after the term expiration of this Agreementthe Due Diligence Period, Seller covenantswithout Purchaser’s prior written consent, not to be unreasonably withheld: (i) to cause amend any Lease in any manner except as may be required under the Property to be maintained in its present order terms of such Lease (and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of Sellers shall give Purchaser five (5) business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on the Closing Date as on the Effective Datedays notice before entering into any such amendment); (ii) to comply with all obligations the extent Sellers’ consent is required under the respective Lease and can be withheld without violating standards of reasonableness required by the Lease, or implied covenants of good faith and fair dealing, consent to an assignment of any Lease or a sublease of the “lessor” or “landlord” under the Leases with respect to the Propertypremises demised thereunder; (iii) consent to relay any communications from tenants about its lease termination or lease terms within 48 hours to Buyer; surrender of any Lease, (iv) to not the extent Sellers’ consent is required under the respective Lease and can be withheld without violating standards of reasonableness required by the Lease, or implied covenants of good faith and fair dealing, consent to an alteration of the premises demised thereunder; (v) grant any rent abatement or concessions to Lessee; and/or (vi) enter into any new lease which will contracts of sale or letters of intent for the acquisition or disposition of any of the Properties. The form of any amendment or consent required or permitted to be binding upon granted by Sellers under this Section 15.1 shall be subject to the Buyer or Property at or subsequent to Closing without Buyer’s prior written consentreview and approval by Purchaser, which consent approval shall not be unreasonably withheld, conditioned, condition or delayed; , and shall be deemed granted if not reasonably denied within five (v5) business days after the date on which such form has been provided to not enter into any new Service Contract or other like contracts for Purchaser. Prior to the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently in effect on the Property; (viii) to not grant any new encumbrances on or about the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception expiration of the easement referenced in Section 7(eDue Diligence Period, Sellers shall give Purchaser not less than five (5) above; (ix) business days notice prior to not enter into undertaking any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect the Property after Closing, without the prior written consent of Buyer; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance with all applicable laws, orders, rules and regulations applicable to the Property and the operation thereof; (xi) not grant any options, rights of first refusal or other instrument of any kind which grants to any person or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable formsforegoing.

Seller Covenants. During Each of the term of this Agreement, Seller covenants: Sellers undertakes to and covenants with the Buyer that he will (i) to cause the Property to be maintained in its present order and condition, normal wear and tear and damage from casualty excepted, so far as he is lawfully able and to cause the continuation of extent it is within his power and control) during the normal operation thereof and Earn-Out Period: not do anything to prejudice the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on the Closing Date as on the Effective Date; (ii) Buyer’s ability to comply with all obligations its covenants set out in paragraph 5 above; procure that the Company will comply with the Buyer’s requirements for participation in the Buyer’s Group banking arrangements and treasury procedures; procure that the Company will comply with the Buyer’s requirements for participation in the finance arrangements of the “lessor” Buyer, including without limitation, financial reporting requirements and budgeting compliance; procure that the Company will not to do anything which results in costs or “landlord” expenses which should properly have arisen or been included in a Financial Year being deferred or excluded from that year or any income due to the Company which should properly have arisen or been included in a later Financial Year being recognised in an earlier Financial Year; (for so long as the business is under the Leases day to day management of the Sellers) procure that the Company will continue to be run on sound long term commercial principles and in the best interests of the Company and the Buyer’s Group; not waive any salary, bonus or other emoluments due to him as an employee of the Company; consult with the Buyer in respect to of all matters concerning strategic development and procure that the Property; (iii) to relay Company will not make any communications from tenants about its lease acquisition of any business or lease terms within 48 hours to Buyer; (iv) to not company or other undertaking or enter into any new lease which joint venture or partnership with any third party; procure that the Company will be binding upon not, without the prior consent of the Buyer (such consent not to be unreasonably withheld or Property at delayed), in any Financial Year incur capital expenditure above £20,000; procure that the Company will not employ or subsequent engage any employee or consultant whose aggregate gross remuneration (including benefits) is in excess of £75,000; Each of the Sellers undertakes to Closing without Buyer’s prior written consentand covenants with the Buyer that, which consent during the Earn-Out Period, he will procure (so far as is lawfully able and to the extent it is within his power and control) that notice of termination by the Company shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part given in respect of any Property; (vii) to maintain in full force and effect all insurance coverage presently in effect on service arrangements with any senior employee of the Property; (viii) to not grant any new encumbrances on or about the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, Company without the prior written consent of Buyer with the exception of the easement referenced in Section 7(e) above; (ix) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect the Property after Closing, without the prior written consent of Buyer; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance with all applicable laws, orders, rules and regulations applicable to the Property and the operation thereof; (xi) not grant any options, rights of first refusal or other instrument of any kind which grants to any person or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable forms.

Seller Covenants. During Seller agrees that, with respect to each of the term of this AgreementProperties it: (a) shall continue to operate and manage each Property in a prudent and businesslike manner and in the same manner in which Seller has previously operated and managed the Property, and in doing so, Seller covenants: (i) shall not take any action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in its present violation or continued violation of any Laws, (2) in a manner the result of which would have a Material Adverse Effect on the Property or Buyer’s ability to lease to a tenant to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to keep the Property in good repair and working order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on as the Closing Date as on the Effective Datedate hereof; (iic) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently policies in effect on place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent: (i) amend the current leases of the Property in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (viiiii) consent to not grant any new encumbrances on or about an assignment of the current leases of the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception a sublease of the easement referenced in Section 7(e) abovepremises demised thereunder or a termination or surrender thereof; (ixiii) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect terminate the current leases of the Property after Closingnor release any guarantor of or security for any of the current leases of the Property; and/or (iv) cause, without permit or consent to an alteration of the prior written Real Property unless such consent is non-discretionary); and (e) shall timely perform all of Buyer; (x) to take commercially reasonable actions necessary to ensure that Seller’s obligations under the Property is in compliance with all applicable laws, orders, rules and regulations applicable to current leases of the Property and the operation thereofContracts, under all governmental approvals, and under all other agreements relating to the Property including, without limitation, the Declaration of Land Use Restrictive Covenants; (xi) not grant any optionsand Seller shall comply with all Laws affecting the Property, rights of first refusal and duly and timely file all tax reports required to be filed by Seller and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or other instrument the Property. Seller shall promptly inform Buyer in writing of any kind which grants event having a Material Adverse Effect with respect to any person Seller’s ownership, use, occupancy or entity the right to purchase or otherwise acquire any interest in maintenance of the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable formswhether insured or not.

Seller Covenants. During Seller agrees that, with respect to each of the term of this AgreementProperties, it: (a) shall continue to operate and manage the Property in a prudent and businesslike manner and in the same manner in which Seller has previously operated and managed the Property, and in doing so, Seller covenants: (i) shall not take any action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in its present violation or continued violation of any applicable law, (2) in a manner the result of which would have a material adverse effect on the Property or Buyer’s ability to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to keep the Property in good repair and working order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on as the Closing Date as on the Effective Datedate hereof; (iic) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently policies in effect on place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent: (i) amend the Lease in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (viiiii) consent to not grant any new encumbrances on or about the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception an assignment of the easement referenced in Section 7(e) aboveLease or a sublease of the premises demised thereunder or a termination or surrender thereof; (ixiii) terminate the Lease nor release any guarantor of or security for any Lease; and/or (iv) cause, permit or consent to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect an alteration of the Real Property after Closingunless such consent is non-discretionary); and (e) shall perform when due all of Seller’s obligations under the Leases and the Contracts, without under all governmental approvals, and under all other agreements relating to the prior written consent of BuyerProperty; (x) to take commercially reasonable actions necessary to ensure that the Property is in compliance and Seller shall comply with all applicable laws, ordersordinances, rules and regulations applicable affecting the Property, and duly and timely file all tax reports required to be filed by Seller and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or the Property and the operation thereof; (xi) not grant any options, rights of first refusal or other instrument Property. Seller shall promptly inform Buyer in writing of any kind which grants to any person material event adversely affecting the ownership, use, occupancy or entity the right to purchase or otherwise acquire any interest in maintenance of the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable formswhether insured or not.

Seller Covenants. During Seller agrees that, with respect to each of the term of this AgreementProperties it: (a) shall continue to operate and manage each Property in a prudent and businesslike manner and in the same manner in which Seller has previously operated and managed the Property, and in doing so, Seller covenants: (i) shall not take any action, or fail to take any action which would cause the Property to be operated, managed and maintained (1) in its present violation or continued violation of any Laws, (2) in a manner the result of which would have a Material Adverse Effect on the Property or Buyer’s ability to lease to a tenant to continue the operation thereof after the Closing in substantially the same manner as now conducted, or (3) which would cause any of the representations and warranties of Seller contained in this Agreement to be incorrect, incomplete or misleading in any material respect as of the Closing; (b) shall make all necessary repairs and replacements required to keep the Property in good repair and working order and condition, normal wear and tear and damage from casualty excepted, and to cause the continuation of the normal operation thereof and the continuation of the normal practice with respect to maintenance and repair in the ordinary course of business so that the Property will, except for normal wear and tear and damage from casualty, be in substantially the same condition on as the Closing Date as on the Effective Datedate hereof; (iic) to comply with all obligations of the “lessor” or “landlord” under the Leases with respect to the Property; (iii) to relay any communications from tenants about its lease or lease terms within 48 hours to Buyer; (iv) to not enter into any new lease which will be binding upon the Buyer or Property at or subsequent to Closing without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (v) to not enter into any new Service Contract or other like contracts for the Property which will be binding upon Buyer or the Property at or subsequent to Closing, without Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed; (vi) to not sell, further pledge, or otherwise transfer or dispose of all or any part of any Property; (vii) to maintain in full force and effect all insurance coverage presently policies in effect on place with respect to the Property as of the Effective Date; (d) shall not, without Buyer’s prior written consent: (i) amend the current leases of the Property in any manner, nor enter into any new lease, license agreement or other occupancy agreement with respect to the Property; (viiiii) consent to not grant any new encumbrances on or about an assignment of the current leases of the Property or any portion thereof which will be binding upon the Buyer or Property at or subsequent to Closing, without the prior written consent of Buyer with the exception a sublease of the easement referenced in Section 7(e) abovepremises demised thereunder or a termination or surrender thereof; (ixiii) to not enter into any brokerage commission or fee agreement or arrangement which will be binding on Buyer or affect terminate the current leases of the Property after Closingnor release any guarantor of or security for any of the current leases of the Property; and/or (iv) cause, without permit or consent to an alteration of the prior written Real Property unless such consent is non-discretionary); and (e) shall timely perform all of Buyer; (x) to take commercially reasonable actions necessary to ensure that Seller’s obligations under the Property is in compliance with all applicable laws, orders, rules and regulations applicable to current leases of the Property and the operation thereofContracts, under all governmental approvals, and under all other agreements relating to the Property including, without limitation, the Declaration of Land Use Restrictive Covenants; (xi) not grant any optionsand Seller shall comply with all Laws affecting the Property, rights of first refusal and duly and timely file all tax reports required to be filed by Seller and promptly pay when due all federal, state and local taxes and assessments, charges, fees, interest and penalties levied on Seller or other instrument the Property. Seller shall promptly inform Buyer in writing of any kind which grants to any person or entity the right to purchase or otherwise acquire any interest in the Property; and (xii) to use commercially reasonable efforts to obtain executed Estoppels from all Tenants and, to the extent required by Buyer’s lender, SNDAs from each tenant of the Property no later than Closing on commercially reasonable forms.event having a