Common use of Seller’s Covenants Pending Closing Clause in Contracts

Seller’s Covenants Pending Closing. 10.1.1 From and after the Execution Date and until the Closing or the earlier termination of this Agreement, subject to the constraints of applicable operating agreements, Seller, or its applicable Affiliate, shall operate, if applicable, manage and administer the Property consistent with its past practices and in accordance with the terms of all Related Contracts and Leases, and shall carry on its business with respect to the Property in substantially the same manner as before execution of this Agreement. Seller shall: (a) maintain books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and comply in all material respects with all contractual and other obligations; (b) use its commercially reasonable efforts to properly make all rental and shut-in payments under the Leases; (c) give prompt written notice to Buyer upon Seller obtaining Knowledge of any material damage to or destruction of any of any portion of the Property and of any written notice received or given by Seller or Affiliate of Seller with respect to (i) any alleged material breach of any Lease, Easement or Related Contract, (ii) any material action to alter, terminate, rescind or procure a judicial reformation of any Lease, Easement or Related Contract or (iii) any material new claim for damages or any material new investigation, suit, action or litigation with respect to the Property; and (d) comply with all applicable laws and orders to which the Property is subject. 10.1.2 From and after the Execution Date and until the Closing, subject to the constraints of applicable operating agreements, Seller shall not, except for emergency action taken in the face of serious risk to life, property or the environment: (a) sell, dispose of, transfer, mortgage, pledge, burden or encumber the Property, except with respect to Preferential Rights as provided herein, and with respect to the sale of Hydrocarbons in the ordinary course of business; (b) make, change or revoke any Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, settle or compromise any Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case with respect to Asset Taxes; (c) enter into any agreement that, if in existence as of the Execution Date, would be a Material Contract or modify or terminate any such agreement; (d) let lapse any of Seller’s insurance in force with respect to the Property as of the Execution Date; (e) incur any capital expenditures for an individual project or matter in excess of One Hundred Thousand Dollars ($100,000) (net to the interest of Seller) except in case of emergency or as may otherwise be reasonably required to prevent injury or damage to Persons, property or the environment or except for expenditures that are covered by the AFEs listed on Schedule 3.2.9; (f) propose or commit to participate in the drilling of any new well or other new operations on the Property the cost of which (net to Seller’s interest) is in excess of One Hundred Thousand Dollars ($100,000) in any single instance; (g) except with respect to Buyer at Closing, voluntarily relinquish any Seller’s position as operator with respect to the Property; (h) enter into any oil, gas or other Hydrocarbon sales, supply, exchange, processing or transportation contract with respect to the Property which is not terminable without penalty or detriment on notice of thirty (30) days or less; (i) approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well; or (j) authorize or agree to take any of the actions prohibited by any of the foregoing clauses (a) through (i). 10.1.3 From and after the Execution Date until the earlier of the Scheduled Closing Date (or the Closing Date if the failure to satisfy any of the conditions to closing set forth in Section 6.2 shall have been caused by the Seller) and the date on which this Agreement is terminated (such period, the “Specified Period”), Seller shall (and shall cause it Affiliates to) immediately cease and cause to be terminated any discussions or negotiations with respect to any Third Party Acquisition or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the Specified Period, Seller shall not, and shall not authorize or permit any of its Affiliates or any of their respective officers, directors, employees, representatives or agents to, and shall not resolve or propose to, directly or indirectly, (a) encourage, solicit, participate in or initiate discussions, negotiations, inquiries, proposals or offers (including any proposal or offer to their shareholders) with or from or provide any non-public information to any Person or group of Persons concerning any Third Party Acquisition or any inquiry, proposal or offer which may lead to a Third Party Acquisition. During the Specified Period, Seller shall not (and shall cause its Affiliates not to) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or that is reasonably likely to lead to, a Third Party Acquisition or any proposal for a Third Party Acquisition. On any matter requiring Buyer’s approval under this Article 10, Buyer shall respond within five (5) days from receipt of Seller’s request for approval (or such shorter period of time as may be required by the applicable operating agreement) and failure of Buyer to respond within such time period shall release Seller from the obligation to obtain Buyer’s approval before proceeding on such matter as Seller may elect in its sole discretion. Buyer’s sole remedy for Seller’s breach of its obligations under Article 10.1.1 or Article 10.1.2 shall be equal to Buyer’s actual damages, if any, not to exceed the Allocated Value for the portion of the property affected by such breach.

Seller’s Covenants Pending Closing. 10.1.1 From and after (a) Seller agrees that from the Execution Effective Date and until the Closing or the earlier termination of this Agreement, subject Agreement to the constraints date of applicable operating agreements, Seller, or its applicable Affiliate, shall operate, if applicable, manage Closing hereunder it will operate and administer maintain the Property consistent in accordance with its Seller’s past practices and in accordance with the terms of all Related Contracts and Leases, and shall carry on its business with respect to the Property in substantially the same manner as before execution of this Agreement. Seller shall: (a) maintain books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and comply in all material respects with all contractual and other obligations; (b) use its commercially reasonable efforts to properly make all rental and shut-in payments under the Leases; (c) give prompt written notice to Buyer upon Seller obtaining Knowledge of any material damage to or destruction of any of any portion of the Property and of any written notice received or given by Seller or Affiliate of Seller with respect to (i) any alleged material breach of any Lease, Easement or Related Contract, (ii) any material action to alter, terminate, rescind or procure a judicial reformation of any Lease, Easement or Related Contract or (iii) any material new claim for damages or any material new investigation, suit, action or litigation with respect to the Property; and (d) comply with all applicable laws laws, rules, regulations and orders to which the Property is subject. 10.1.2 From and after the Execution Date and until ordinances imposed upon Seller, except as otherwise expressly set forth herein. In particular, Seller agrees that pending the Closing, subject to the constraints of applicable operating agreements, Seller shall not, without the Purchaser’s prior written consent, which may be withheld by Purchaser in its sole and absolute discretion, change or alter the Property except for emergency action taken in the face of serious risk to life, property routine repairs or the environment: (a) sell, dispose of, transfer, mortgage, pledge, burden or encumber the Property, except with respect to Preferential Rights as provided herein, and with respect to the sale of Hydrocarbons improvements in the ordinary course of business;. (b) makeSeller agrees to terminate by written notice to the other party thereto and as otherwise required pursuant thereto, change or revoke any Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, settle or compromise any Tax claim or assessment, or consent to any extension or waiver effective as of the Closing, all contracts, agreements or commitments, oral or written, other than the Leases, binding upon or relating to the Property that extend beyond the Closing, including without limitation period applicable to any claim property management and leasing contracts for the Property, it being understood and agreed that Purchaser shall have no liability or assessment with respect to Taxes, in each case with respect to Asset Taxes;obligations for said contracts. (c) enter into Seller shall timely request a current estoppel letter (the “Association Estoppel”) from the Association under the Declaration in the form reasonably requested by Purchaser during the Inspection Period, disclosing the monthly maintenance assessment for each Unit, the status of their payment, any agreement thatspecial assessments imposed by the under the Declaration, if in existence as including without limitation the special assessment imposed by the Association on January 16, 2014, any assessments or other sums due from Seller to the Association, and any other information reasonably requested by Purchaser. Seller shall use diligent, good faith efforts to obtain and deliver the Association Estoppel to Purchaser on or before three (3) Business Days prior to Closing. The Association Estoppel shall be dated no earlier than 30 days prior to the Closing Date. The Association Estoppel shall not show any materially adverse matters, including, without limitation, any default or purported default by Seller, or any of its tenants under the Execution Date, would be a Material Contract or modify or terminate any such agreement;Declaration. (d) let lapse any of Seller’s insurance in force with With respect to the Property as Property, Seller shall comply prior to Closing with all laws, rules, regulations, and ordinances of all governmental authorities having jurisdiction over the Execution Date;Property. (e) incur any capital expenditures for an individual project or matter in excess of One Hundred Thousand Dollars ($100,000) (net to the interest of Seller) except in case of emergency or Seller has completed as may otherwise be reasonably required to prevent injury or damage to Persons, property or the environment or except for expenditures that are covered by the AFEs listed on Schedule 3.2.9; (f) propose or commit to participate in the drilling of any new well or other new operations on the Property the cost of which (net to Seller’s interest) is in excess of One Hundred Thousand Dollars ($100,000) in any single instance; (g) except with respect to Buyer at Closing, voluntarily relinquish any Seller’s position as operator with respect to the Property; (h) enter into any oil, gas or other Hydrocarbon sales, supply, exchange, processing or transportation contract with respect to the Property which is not terminable without penalty or detriment on notice of thirty (30) days or less; (i) approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well; or (j) authorize or agree to take any of the actions prohibited Effective Date the improvements and upgrades to Unit 270 (the “Upgrade Improvements”). The Upgrade Improvements have been performed and completed by any Seller in a good and workmanlike manner, lien-free, and in compliance with all applicable laws and legal requirements, the requirements of the foregoing clauses (a) through (i). 10.1.3 From and after the Execution Date until the earlier of the Scheduled Closing Date (or the Closing Date if the failure to satisfy any of the conditions to closing set forth in Section 6.2 shall have been caused by the Seller) Declaration and the date on which this Agreement is terminated (such period, the “Specified Period”), Seller shall (and shall cause it Affiliates to) immediately cease and cause to be terminated any discussions or negotiations with respect to any Third Party Acquisition or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the Specified Period, Seller shall not, and shall not authorize or permit any of its Affiliates or any of their respective officers, directors, employees, representatives or agents to, and shall not resolve or propose to, directly or indirectly, (a) encourage, solicit, participate in or initiate discussions, negotiations, inquiries, proposals or offers (including any proposal or offer to their shareholders) with or from or provide any non-public information to any Person or group of Persons concerning any Third Party Acquisition or any inquiry, proposal or offer which may lead to a Third Party Acquisition. During the Specified Period, Seller shall not (and shall cause its Affiliates not to) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or that is reasonably likely to lead to, a Third Party Acquisition or any proposal for a Third Party Acquisition. On any matter requiring Buyer’s approval under this Article 10, Buyer shall respond within five (5) days from receipt of Seller’s request for approval (or such shorter period of time as may be required by the applicable operating agreement) and failure of Buyer to respond within such time period shall release Seller from the obligation to obtain Buyer’s approval before proceeding on such matter as Seller may elect in its sole discretion. Buyer’s sole remedy for Seller’s breach of its obligations under Article 10.1.1 or Article 10.1.2 shall be equal to Buyer’s actual damages, if any, not to exceed the Allocated Value for the portion of the property affected by such breachAssociation.

Seller’s Covenants Pending Closing. 10.1.1 From Seller hereby covenants and ---------------------------------- agrees that, from and after the Execution Date date hereof and until to and including the Closing Date, it will fully perform and comply with each of the following covenants and agreements (except where such performance or compliance is prevented or limited by Force Majeure Causes): (a) Seller will do all things reasonably necessary or appropriate to cause the earlier termination continued operation of this Agreement, subject to each of the constraints of applicable operating agreements, Seller, or its applicable Affiliate, shall operate, if applicable, manage and administer the Property consistent with its past practices and Facilities in accordance with the terms Ordinary Course of all Related Contracts and Leases, and shall carry on its business with respect to the Property in substantially the same manner as before execution of this Agreement. Seller shall: (a) maintain books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior practice, and comply in all material respects with all contractual and other obligations;Business. (b) Seller will not consent to, authorize or approve any change in zoning or similar land use its commercially reasonable efforts to properly make all rental and shut-in payments under classification for the Leases;Land or any part thereof without first obtaining the consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. (c) give prompt written notice to Buyer upon Seller obtaining Knowledge of any material damage to or destruction of any of any portion of the Property and of any written notice received or given by Seller or Affiliate of Seller shall maintain all insurance coverages with respect to (i) any alleged material breach each of any Lease, Easement or Related Contract, (ii) any material action to alter, terminate, rescind or procure a judicial reformation the Facilities existing as of any Lease, Easement or Related Contract or (iii) any material new claim for damages or any material new investigation, suit, action or litigation with respect to the Property; anddate hereof. (d) comply Seller shall maintain inventories of Consumables at substantially the same levels at each of the Facilities, except for sales in the Ordinary Course of Business. (e) Seller shall not transfer any of the Facilities to a third party. (f) Seller shall not incur any material amount of additional debt obligations in connection with any of the Facilities. (g) Seller shall give Buyer notice of any rate adjustments or recoupment or offset claims made pursuant to any Reimbursement Program for Medicare or Medicaid patients. (h) Without Buyer's prior written consent, which shall not be unreasonably withheld or delayed, Seller shall not enter into any new Material Operating Agreements or Material Equipment Leases which are not cancelable with 30 days prior notice other than renewals of existing agreements. (i) Seller will give Buyer notice of any capital expenditures in excess of $25,000. (j) Seller shall provide to the Buyer, within thirty (30) days of the end of each calendar month subsequent to the date hereof and prior to the Closing Date, unaudited financial statements for each of the Facilities for the preceding calendar month prepared in a manner consistent with past practice and custom of the Facilities. (k) Seller has provided Buyer with evidence of business interruption insurance covering the Facilities for a period of one year. Seller shall keep such business interruption insurance in full force and effect from the date hereof until and including the Closing Date. (l) Seller has provided Buyer with evidence of all risk property insurance covering each of the Facilities in an amount equal to the Allocated Purchase Price for each Facility. Seller shall keep such insurance in full force and effect from the date hereof until and including the Closing Date. (m) The underground fuel tank located at the Xxxxxx Facility shall be removed and replaced in accordance with all applicable laws and orders to which the Property is subject. 10.1.2 From and after the Execution Date and until the Closing, subject to the constraints of applicable operating agreements, Seller shall not, except for emergency action taken in the face of serious risk to life, property or the environment: (a) sell, dispose of, transfer, mortgage, pledge, burden or encumber the Property, except with respect to Preferential Rights as provided herein, and with respect to the sale of Hydrocarbons in the ordinary course of business; (b) make, change or revoke any Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, settle or compromise any Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case with respect to Asset Taxes; (c) enter into any agreement that, if in existence as of the Execution Date, would be a Material Contract or modify or terminate any such agreement; (d) let lapse any of Seller’s insurance in force with respect to the Property as of the Execution Date; (e) incur any capital expenditures for an individual project or matter in excess of One Hundred Thousand Dollars ($100,000) (net to the interest of Seller) except in case of emergency or as may otherwise be reasonably required to prevent injury or damage to Persons, property or the environment or except for expenditures that are covered by the AFEs listed on Schedule 3.2.9; (f) propose or commit to participate in the drilling of any new well or other new operations on the Property the cost of which (net to Seller’s interest) is in excess of One Hundred Thousand Dollars ($100,000) in such removal and replacement and any single instance;associated remediation shall be borne by Seller and Buyer equally. (gn) except with respect Seller will satisfy or cause to Buyer at Closing, voluntarily relinquish any Seller’s position as operator with respect to be satisfied in the Property; (h) enter into any oil, gas or other Hydrocarbon sales, supply, exchange, processing or transportation contract with respect to the Property which is not terminable without penalty or detriment on notice Ordinary Course of thirty (30) days or less; (i) approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well; or (j) authorize or agree to take any Business all of the actions prohibited by any of the foregoing clauses (a) through (i). 10.1.3 From and after the Execution Date until the earlier of the Scheduled Closing Date (or Facilities' trade payables incurred prior to the Closing Date if which are due and payable prior to the failure Closing Date, including, but not limited to, payables for inventory, supplies and other consumer goods. (o) Seller will cooperate with Buyer to satisfy any preserve and maintain the Facilities' business operations; continue to develop, grow and promote the Facilities' business; present the transaction contemplated by this Agreement in a positive, favorable manner to employees, vendors, referral sources and residents of the conditions to closing set forth in Section 6.2 shall have been caused by Facilities; and preserve the Seller) and the date on which this Agreement is terminated (such period, the “Specified Period”), Seller shall (and shall cause it Affiliates to) immediately cease and cause to be terminated any discussions or negotiations with respect to any Third Party Acquisition or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the Specified Period, Seller shall not, and shall not authorize or permit any of its Affiliates or any of their respective officers, directors, employees, representatives or agents to, and shall not resolve or propose to, directly or indirectly, (a) encourage, solicit, participate in or initiate discussions, negotiations, inquiries, proposals or offers (including any proposal or offer to their shareholders) with or from or provide any non-public information to any Person or group of Persons concerning any Third Party Acquisition or any inquiry, proposal or offer which may lead to a Third Party Acquisition. During the Specified Period, Seller shall not (and shall cause its Affiliates not to) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or that is reasonably likely to lead to, a Third Party Acquisition or any proposal for a Third Party Acquisition. On any matter requiring Buyer’s approval under this Article 10, Buyer shall respond within five (5) days from receipt of Seller’s request for approval (or such shorter period of time as may be required by the applicable operating agreement) and failure of Buyer to respond within such time period shall release Seller from the obligation to obtain Buyer’s approval before proceeding on such matter as Seller may elect in its sole discretion. Buyer’s sole remedy for Seller’s breach of its obligations under Article 10.1.1 or Article 10.1.2 shall be equal to Buyer’s actual damages, if any, not to exceed the Allocated Value for the portion goodwill of the property affected by such breachFacilities' business.

Seller’s Covenants Pending Closing. 10.1.1 From Except (1) as described on Schedule 10.1 and (2) for Seller’s right to elect (in its sole discretion) to form pooled units for the planned well with surface hole location on Xxxxxxx 00, Xxxxx 0, X&XX Xx. Co. Survey, Xxxxxx County, Texas or the planned well with surface hole location on Xxxxxxx 00, Xxxxx X-00, XXX Xxxxxx, Xxxxxx Xxxxxx, Texas or to drill such xxxxx as allocation xxxxx, from and after the Execution Date and until the Closing or the earlier termination of this Agreement, subject to the constraints of applicable operating agreements, Seller, or its applicable Affiliate, : (a) shall operate, if applicable, manage and administer the Subject Property reasonably consistent with its past practices and in accordance with the terms of all Related Contracts and Leasespractices, and shall carry on its business with respect to the Subject Property in substantially the same manner as before execution of this Agreement. Seller shall: (a) maintain books, accounts Agreement and records in the usual, regular and ordinary manner, on as a basis consistent with prior practicereasonable prudent operator, and comply in compliance in all material respects with all contractual and Environmental Laws or other obligations; applicable law; (b) use its commercially reasonable efforts shall maintain in full force and effect and not surrender, abandon or waive any material rights with respect to properly make all rental and shut-in payments under the Leases; Target Depth of each Subject Property, (c) give prompt written notice shall not sell, dispose of or encumber the Subject Property with a lien or mortgage (other than Permitted Encumbrances), except with respect to Buyer upon Seller obtaining Knowledge (x) the sale of any material damage to or destruction Hydrocarbons in the ordinary course of any business and (y) the pooling and unitization of any portion of the Subject Property with properties of third parties in the ordinary course of business consistent with past practices if such pooling is necessary to hold the Leases beyond the primary term and (d) shall cause the payment in a timely manner of any written notice received or given all bonuses, lease extensions, rentals, royalties and other payments due by Seller or Affiliate of the Seller with respect to (i) any alleged material breach the Leases, and pay as and when due its proportionate share of all costs and expenses incurred in connection with the Leases in the ordinary course of business consistent with past practices. Notwithstanding the foregoing, Seller shall have no obligation to extend the primary term of any Lease, Easement of the Leases from which Hydrocarbons have never been produced or Related Contract, (ii) any material action to alter, terminate, rescind or procure a judicial reformation of any Lease, Easement or Related Contract or (iii) any material new claim for damages or any material new investigation, suit, action or litigation with respect to the Property; and (d) comply with all applicable laws and orders to which the Property is subject. 10.1.2 renew same. From and after the Execution Date and until the Closing, subject except (A) as described on Schedule 10.1 and (B) for Seller’s right to elect (in its sole discretion) to form pooled units for the constraints of applicable operating agreementsplanned well with surface hole location on Xxxxxxx 00, Xxxxx 0, X&XX Xx. Co. Survey, Xxxxxx County, Texas or the planned well with surface hole location on Xxxxxxx 00, Xxxxx X-00, XXX Xxxxxx, Xxxxxx Xxxxxx, Texas or to drill such xxxxx as allocation xxxxx, Seller shall notshall, except for emergency action taken in the face of serious risk to life, property or the environment: : (ai) sellsubmit to Buyer’s contact under this Agreement, dispose offor prior written approval, transfer, mortgage, pledge, burden all requests for operating or encumber the Property, except with respect to Preferential Rights as provided herein, capital expenditures and with respect all proposed contracts and agreements relating to the sale Subject Property that involve individual commitments of Hydrocarbons in the ordinary course of business; (b) make, change or revoke any Tax election, change an annual accounting period, adopt or change any accounting method with respect to Taxes, file any amended Tax Return, enter into any closing agreement, settle or compromise any Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any claim or assessment with respect to Taxes, in each case with respect to Asset Taxes; (c) enter into any agreement that, if in existence as of the Execution Date, would be a Material Contract or modify or terminate any such agreement; (d) let lapse any of Seller’s insurance in force with respect to the Property as of the Execution Date; (e) incur any capital expenditures for an individual project or matter in excess of more than One Hundred Thousand Dollars ($100,000) (net to the interest of Seller) except in case of emergency or as may otherwise be reasonably required to prevent injury or damage to Persons), property or the environment or except for expenditures that are covered by the AFEs listed on Schedule 3.2.9; (f) propose or commit to participate in the drilling of any new well or other new operations on the Property the cost of which (net to Seller’s interest) is interest in excess the Subject Property, that would be required to be expended after the date of One Hundred execution of this Agreement; provided, however, that Seller shall submit to Buyer’s contact under this Agreement, for prior written approval, any request for expenditures exceeding Fifty Thousand Dollars ($100,00050,000) in any single instance; the aggregate for Lease extension payments; and (gii) except with respect to Buyer at Closing, voluntarily relinquish any Seller’s position as operator with respect to the Property; (h) enter into any oil, gas or other Hydrocarbon sales, supply, exchange, processing or transportation contract with respect to the Property which is not terminable without penalty or detriment on notice of thirty (30) days or less; (i) approve or elect to go nonconsent as to any proposed well or plug and abandon or agree to plug and abandon any well; or (j) authorize or agree to take any of the actions prohibited by any of the foregoing clauses (a) through (i). 10.1.3 From and after the Execution Date until the earlier of the Scheduled Closing Date (or the Closing Date if the failure to satisfy any of the conditions to closing set forth in Section 6.2 shall have been caused by the Seller) and the date on which this Agreement is terminated (such period, the “Specified Period”), Seller shall (and shall cause it Affiliates to) immediately cease and cause to be terminated any discussions or negotiations with respect to any Third Party Acquisition or any proposal reasonably likely to lead to a Third Party Acquisition. Further, during the Specified Period, Seller shall not, and shall not authorize or permit any of its Affiliates or any of their respective officers, directors, employees, representatives or agents to, and shall not resolve or propose to, directly or indirectly, (a) encourage, solicit, participate in or initiate discussions, negotiations, inquiries, proposals or offers (including any proposal or offer to their shareholders) with or from or provide any non-public information to any Person or group of Persons concerning any Third Party Acquisition or any inquiry, proposal or offer which may lead to a Third Party Acquisition. During the Specified Period, Seller shall not (and shall cause its Affiliates not to) enter into any agreement, letter of intent, memorandum of understanding, agreement in principle, acquisition agreement, merger agreement, exchange agreement, option agreement, joint venture agreement, partnership agreement or other agreement constituting or related to, or that is reasonably likely to lead to, a Third Party Acquisition or any proposal for a Third Party Acquisitionwell without Buyer’s prior written approval. On any matter requiring Buyer’s approval under this Article ARTICLE 10, Buyer shall respond within five seventy-two (572) days hours from receipt of Seller’s request for approval (or such shorter period of time as may be required by the applicable operating agreement) and failure of Buyer to respond within such time period shall release Seller from the obligation to obtain Buyer’s approval before proceeding on such matter as Seller may elect in its sole discretion. Buyer’s sole remedy for Seller’s breach of its obligations under Article 10.1.1 or Article 10.1.2 this ARTICLE 10 shall be equal to the Buyer’s actual damages, if any, not to exceed the Allocated Value for the portion of the property affected by such breach.