Seller's Additional Covenants. Seller does hereby further covenant and agree as follows:
Seller's Additional Covenants. From and after the Closing Date, the Seller shall:
SECTION 10.1 PAYMENT OF ALL TAXES RESULTING FROM SALE OF ASSETS BY SELLER. Seller shall pay in a timely manner all Taxes resulting from or payable in connection with the sale of the Assets pursuant to this Agreement, regardless of the Person on whom such Taxes are imposed by Legal Requirements.
Seller's Additional Covenants. Seller hereby covenants and agrees that from and after the date hereof until the Closing, Seller shall not, without the prior written consent of Purchaser, change or alter the physical condition of the Property, remove or alter any Improvements, or remove any trees, or grant or otherwise create or consent to the creation of any easement, restriction, lien, assessment, or encumbrance affecting the Property or any portion or portions thereof. Seller covenants that, from the date of this Agreement up to and including the date of Closing, Seller shall not negotiate with any third party respecting the sale of the Property or any interest therein.
Seller's Additional Covenants. Seller does hereby further covenant ----------------------------- and agree as follows, if and to the extent that the Closing shall occur after the execution hereof:
Seller's Additional Covenants. From the Effective Date through the Closing Date, Seller will not knowingly encumber or otherwise transfer any of the Property or any interest therein, except for Permitted Exceptions. Prior to the Closing Date, Seller agrees to prosecute the construction of the Improvements and to maintain, repair, manage and operate the Property in the ordinary course of business and consistent with Seller’s customary practices for the construction and operation of multi-family projects. Seller shall deliver to Buyer a copy of any Service Agreement entered into after the Effective Date.
Seller's Additional Covenants. From and after the Effective Date of this Agreement to the date and time of Closing, Seller does hereby further covenant and agree as follows:
Seller's Additional Covenants. Seller hereby covenants and agrees that from and after the date hereof until the Closing, Seller shall not, without the prior written consent of Purchaser, change or alter the physical condition of the Property, remove or alter any Improvements, or remove any trees, or grant or otherwise create or consent to the creation of any easement, restriction, lien, assessment, or encumbrance affecting the Property or any portion or portions thereof; PROVIDED, HOWEVER, the lessee under the Lease may make such alterations in the ordinary course of business as are permitted under the Lease including, without limitation, painting the Building. Seller covenants that, from the date of this Agreement up to and including the date of Closing, Seller shall not negotiate with any third party respecting the sale of the Property or any interest therein. Seller shall keep all insurance policies regarding the Property in full force and effect until Closing. Seller shall pay and perform all obligations under the Note and Deed of Trust until Closing.
Seller's Additional Covenants. From and after the expiration of the Inspection Period, provided Purchaser has elected to proceed with the terms of this Agreement, and until the date and time of Closing, Seller does hereby further covenant and agree as follows:
Seller's Additional Covenants. (a) In the event that the Seller becomes aware that any Intellectual Property licensed by it to a licensee under any of the Royalty Agreements infringes or violates any third party Intellectual Property, the Seller shall promptly use commercially reasonable efforts to attempt to secure the right to use such Intellectual Property on behalf of itself and the affected Licensee and shall pay all costs and amounts associated with obtaining any such license, without any charge to the Licensee or any reduction in the Assigned Interests.
(b) The Seller shall duly perform and observe all of the Seller’s covenants and obligations under each Royalty Agreement in all material respects. Upon the occurrence of a material breach of any of the Royalty Agreements by any other party thereto, which is not cured as provided therein, the Seller thereto shall in its commercially reasonable judgment, seek to enforce all of its rights and remedies thereunder.
(c) The Seller shall not, without the prior written consent of the Purchaser, which consent shall not be unreasonably withheld:
(i) Forgive, release or compromise any amount owed to the Seller and relating to the Assigned Interests;
(ii) Waive, amend, cancel or terminate, exercise or fail to exercise, any of its material rights constituting or relating to the Royalty Interests in a manner which could adversely affect the Assigned Interests;
(iii) Amend, modify, restate, cancel, supplement, terminate or waive any provision of any Royalty Agreement, or grant any consent thereunder, or agree to do any of the foregoing, including, without limitation, entering into any agreement with the Licensee under the provisions of such Royalty Agreement in each case which could reasonably be expected to have an adverse effect on any of the Royalty Interests or the Assigned Interests or any part thereof; provided, however, that the parties acknowledge and agree that this Section 5.11(c)(iii) shall not apply to the Endo Royalty Agreement, and that the Purchaser has consented to the termination of such agreement; or
(iv) Create, incur, assume or suffer to exist any Lien, or exercise any right of rescission, offset, counterclaim or defense, upon or with respect to the Royalty Interests, the Assigned Interests or the other Collateral, or agreeing to do or suffering to exist any of the foregoing, except for any Lien or agreements in favor of the Purchaser granted under or pursuant to this Agreement and the other Transaction Documents and except f...
Seller's Additional Covenants. The Sellers covenant and agree that they will perform and observe the following additional covenants and provisions:
(a) Sellers shall diligently pursue subdivision approval for the Hillcrest Subdivision and shall take no action inconsistent with obtaining such approval, the parties shall cooperate in the payment of real estate taxes upon the Hillcrest Subdivision such that they are prorated based on the percentage of land to be owned by each party. In the event that subdivision approval is not forthcoming within a reasonable time following the Closing, the parties shall make other commercially reasonable arrangements to satisfy the intent of the parties with respect to the Hillcrest Subdivision.
(b) Sellers agree that for ninety (90) days following the Closing, Sellers’ Highline facility shall forward all telephone calls received by it that relate to Xxxxxxx’x Evergreen Cemetery (“Xxxxxxx”) and for ninety (90) days following the Closing shall assist Buyers in verifying the location of grave spaces at Xxxxxxx; provided, however, that Buyers shall fully indemnify and hold harmless the Sellers for claims arising in connection with such assistance.
(c) Sellers have posted a bond with the regulatory authorities in Oregon for certain deficiencies (the “Deficiency Bond”) related to the endowment care and preneed trusts maintained for Memory Gardens Memorial Park in Medford, Oregon (the “Memory Gardens Trusts”). Sellers shall continue to post the Deficiency Bond until such time as Sellers furnish evidence that the posting of the Deficiency Bond is no longer required by the Oregon regulatory authority and funds representing shortfalls related to the Deficiency Bond in the Memory Gardens Trusts previously maintained by Sellers have been transferred to the Memory Gardens Trusts maintained by the Buyer, and the shortfalls have thereby been satisfied.
