Seller’s Affirmative Covenants. Seller agrees that:
(a) Until Closing, Seller shall perform and pay all mortgages and other obligations affecting the Recreation Center Site, except such taxes or other costs, if any, as are being contested in good faith or are to be assumed and paid by Purchaser under the express terms hereof; provided that any such taxes or other costs as are being contested in good faith shall be settled or paid by Seller no later than the respective Closing.
(b) During the Inspection Period, Seller will provide Purchaser and Purchaser’s designees, at reasonable times and upon reasonable notice, complete access to the Recreation Center Site for the purpose of obtaining environmental, soil boring, mechanical, structural, engineering and other inspections and tests; provided that Purchaser and Purchaser’s designees must coordinate any testing and inspections with persons on the Recreation Center Site pursuant to contracts with the Seller who are performing work related to making the Pad Site in Pad-Ready Condition or other Infrastructure Improvements pursuant to the Development Agreement.
(c) During the Inspection Period, Seller shall give Purchaser or Purchaser’s agents access during normal business hours to any service contracts and records in regard to the Recreation Center Site, if any, and shall furnish Purchaser and Purchaser’s agents during such period with all such information concerning the Recreation Center Site as Purchaser may reasonably request; provided that if this transaction does not close, Purchaser agrees to return all such written information obtained to Seller and to keep the same confidential except that which is otherwise in the public domain or not of a confidential nature.
(d) Unless and until this Agreement is terminated by its terms, from and after the date of this Agreement except as may be contemplated in the Development Agreement or otherwise agreed to in writing by the Purchaser, Seller will not enter into or grant any commitments, options, contracts, leases, easements, licenses, rights of way or the like affecting a portion of the Recreation Center Site after its respective Closing Date.
Seller’s Affirmative Covenants. Seller shall maintain and preserve its existence as a [insert applicable corporate incorporation information] formed under the laws of the State of [XX] and all material rights, privileges and franchises necessary or desirable to enable it to perform its obligations under this Agreement. Seller shall, from time to time as requested by SCE, execute, acknowledge, record, register, deliver and/or file all such notices, statements, instruments and other documents as may be necessary or advisable to render fully valid and enforceable under all Applicable Laws the rights, liens and priorities of SCE with respect to its Security Interest furnished pursuant to this Agreement. Seller shall ensure that no less than twenty percent (20%) of Seller’s aggregate costs to complete the initial development, engineering, procurement and construction of the Project are funded by equity contributions to Seller. The amount funded by equity contributions shall not be less than Ten Million Dollars ($10,000,000). The foregoing shall not impose any obligations that survive the Initial Delivery Date, provided that if SCE determines after the Initial Delivery Date that Seller breached this obligation with respect to any time prior to the Initial Delivery Date, SCE retains all rights under this Agreement, including, without limitation under Article Three, with respect to such occurrence. Seller shall obtain, maintain and remain in compliance with all permits, interconnection agreements and transmission rights necessary to operate the Project and to provide the Product to SCE in accordance with this Agreement. Seller shall deliver to SCE the Product free and clear of all liens, security interests, claims and encumbrances or any interest therein or thereto by any person. Seller shall provide and execute all documents and instruments reasonably necessary (including documents amending this Agreement and documents reflecting compliance with all applicable Tariff provisions and applicable decisions of the CPUC and/or any other Governmental Authority that address performance obligations and penalties related to the Product hereunder) and take all commercially reasonable actions necessary, in each case to effect the use of the Resource Adequacy Benefits of the Project in accordance with Section 1.01(a) through the Delivery Period. Seller shall maintain the Project as fully deliverable for the purposes of counting the Product, in an amount equal to the Contract Capacity, towards RA Compliance ...
Seller’s Affirmative Covenants. With respect to the Assets, except as may be agreed in writing by Buyer, Seller shall at all times from the date hereof through the Closing Date use its reasonable best efforts to take all actions proper and advisable in order to consummate the transaction contemplated by this Agreement, including without limitation:
Section 6.1.1 Operate the Software in the ordinary course of business and use its best efforts to preserve and protect the goodwill, rights, properties, assets and business organization of Seller and to prevent the occurrence of any event or condition which would have a material adverse effect on the Assets or the financial condition or results of operations of Seller;
Section 6.1.2 Use its best efforts to preserve and protect the present goodwill and relationships of Seller with creditors, suppliers, customers, licensors, licensees, contractors, distributors, lessors and lessees and others having business relationships with it;
Section 6.1.3 Maintain clear unencumbered title to the Assets and use its reasonable best efforts to maintain all tangible Assets in good and customary repair, order and condition, reasonable wear and tear and damage by fire and other casualty excepted-:;- and promptly repair, restore or replace any Assets which are damaged or destroyed by fire or other casualty, whether insured or uninsured. In the event Seller shall fail to replace or repair any such damaged or destroyed Assets to the reasonable satisfaction of Buyer, Buyer by written notice to Seller may terminate this Agreement and the down payment shall be immediately returned to Buyer.
Section 6.1.4 Comply in all material respects with all applicable Federal, state, foreign and local laws, rules and regulations germane to the Seller and to this sales transaction;
Section 6.1.5 Maintain the books and records of Seller in the usual and ordinary course consistent with past practices in such manner as is necessary to ensure satisfaction of the representations and warranties set forth in Article IV of this Agreement and in a manner that fairly and accurately reflects its income, expenses, assets, and liabilities in accordance with generally accepted accounting principles consistently applied;
Section 6.1.6 Use its reasonable best efforts to file all Tax Returns required to be filed and make timely payment of all Taxes shown to be due on such returns;
Section 6.1.7 Use its reasonable efforts to obtain, prior to the Closing Date, all consents, approvals and waivers, inc...
Seller’s Affirmative Covenants. Seller covenants that until all of the Obligations are paid and satisfied in full and the commitment of FGI hereunder has been terminated, that:
Seller’s Affirmative Covenants. Seller covenants and agrees that, unless Purchaser shall otherwise give its express prior written consent, until the earlier of the termination of this Agreement or each Sold Receivable has been paid in full, Seller shall comply with and perform in accordance with all covenants contained in this Article 6.
Seller’s Affirmative Covenants. In addition to the other covenants and undertakings set forth herein, Seller makes the following affirmative covenants, each of which shall survive Closing hereunder.
9 A. From and after the Effective Date and until physical possession of the Property has been delivered to Purchaser, Seller will keep and maintain all of the Property in good order and condition (subject to casualties and acts of god) and will comply with and abide by all laws, ordinances, regulations and restrictions affecting the Property or its use. Seller will pay all taxes and assessments prior to the due date thereof, will not commit or permit any waste or nuisance with respect thereto, and will not undertake or permit any grading or any cutting of timber thereon.
9 B. At Closing, Seller shall (to the extent legally and reasonably practicable) transfer, assign, and convey to Purchaser all of Seller's right, title and interest in and to all utilities and utility commitments which service or pertain in any manner to the Property including, without limitation, any water or sewer connections which have been allocated in any manner to the Property or to Seller as owner of the Property and Seller's position on any waiting list relating to any such water or sewer connections together with all permits, approvals, authorizations and licenses relating to or affecting the Property which Seller elects to accept. If Seller is unable to transfer, assign and convey such rights, title and interests, then Seller shall terminate such utility services and cooperate with Purchaser's efforts to cause such utility services to be placed in the name of Purchaser.
9 C. From and after the Effective Date, Seller shall not offer to sell the Property to any other person or entity or enter into any verbal or written agreement, understanding, or contract relating to the sale of the Property.
Seller’s Affirmative Covenants. Seller shall: (1) maintain Seller's existing insurance policies for the Properties continuously in force, (2) operate and manage the Properties in the same manner as it has heretofore done so, (3) perform, in all material respects, when due all of Seller's obligations under the Leases and any and all contracts and agreements affecting the Properties, (4) comply, in all material respects, with all applicable laws, ordinances, rules, regulations and requirements affecting the Properties, (5) pay all bills and invoices for labor, material and services of any kind contracted for by Seller or the Conveying Entities or their agents and relating to the Properties, and (6) as soon as Seller has knowledge thereof, promptly notify Buyer of any change in any condition with respect to the Properties or any event or circumstance which would render any representation, covenant or warranty of Seller under this Agreement untrue, misleading or incapable of being performed.
Seller’s Affirmative Covenants. In addition to the other covenants and undertakings set forth herein, The Seller hereby makes the following affirmative covenants, each of which shall survive the Closing hereunder:
(a) From the Effective Date hereof through the Closing, the Seller will operate and maintain all of the Property in a good order and condition and will comply in all material respects with and abide by all laws, ordinances, regulations and restrictions affecting the Property or its use. The Seller shall deliver the Property to the Purchaser at Closing in its present condition, normal wear and tear excepted. The Seller will pay all taxes, assessments and all other encumbrances prior to the due date thereof and will not commit or permit any waste or nuisance with respect thereto;
(b) The Seller shall take such other actions and perform such other obligations as are required or contemplated hereunder;
(c) The Seller shall furnish the Purchaser with a copy of all written notices received by or on behalf of the Seller after the Effective Date of violations of laws or municipal ordinances, regulations, orders or requirements of any department of building, fire, labor, health, or other state, city or municipal departments or any other governmental authority affecting the Property or the use or operation thereof; and
(d) The Seller shall not remove any item of Personal Property unless replaced by a comparable item.
(e) Any amendment, renewal or expansion of an easement, contract, Lease or any other agreement which materially affects the Purchaser's rights in and to the Property which Seller wishes to execute between the Effective Date and Closing shall be submitted to Purchaser for its reasonable written approval prior to execution by Seller.
Seller’s Affirmative Covenants. Seller hereby covenants and agrees as follows:
Seller’s Affirmative Covenants. As a material inducement ------------------------------ to Buyer to purchase the Property, Seller affirmatively covenants and agrees that, between the Effective Date and the Closing Date:
(a) Seller will pay all taxes and assessments levied against the Real Property prior to delinquency.
(b) Seller will maintain the Property in a reasonable manner consistent with Seller's prior practices, and will continue to conduct until Closing the rental business on the Real Property diligently and in substantially the same manner as such business has previously been conducted.
(c) Seller will not enter into any contingent, secondary, or "back-up" contracts, agreements, letters of intent, or options to sell the Property or any interest therein.
(d) Seller will not extend any of the Leases, will not accept rent from any Tenant more than one (1) month in advance, and will not enter into any new leases for the Improvements without Buyer's prior written consent, which may be withheld in Buyer's reasonable discretion.
(e) Seller will keep in full force and effect, without modification, Seller's present policies of casualty and liability insurance.
(f) Seller will not dispose of any of the Personal Property without Buyer's prior written consent, unless Seller replaces said item of Personal Property with a substantially similar item of Personal Property.
(g) Seller will not enter into any new Service Agreements pertaining to the Property or Seller's rental business conducted on the Real Property unless such Service Agreements can be terminated on the Closing Date. If Seller has materially breathed an affirmative covenant, and the breach is discovered:
