SELLER’S COVENANTS PRIOR TO CLOSING. Seller hereby covenants to Buyer as follows:
(i) From and after the date of this Contract through the Closing Date, Seller will promptly notify Buyer in writing, to the extent Seller has knowledge thereof, of any and all material changes in (A) the condition of the Property, (B) any of the information required under this Contract to be furnished to Buyer and/or (C) circumstances which would render any of the representations and warranties of Seller set forth in Section 7.1 false or misleading.
(ii) Seller will continue, through Closing, to pay all of the debts and obligations of the Property as they become due (with interest and penalties thereon, if any) or, in the event that such amounts are not paid by Seller on or prior to the Closing Date and are reasonably certain, such amounts shall be reflected as a credit to the Purchase Price in the closing statement executed by the parties at Closing and Buyer shall thereafter have sole responsibility for the payment thereof;
(iii) Seller shall not change in any material respect the condition of the Property prior to the Closing and, subject to the provisions of Section 9 and Section 10 of this Contract, and subsection 7.2(v) below, Seller shall maintain the Property in the same condition as at the date of execution of this Contract, reasonable wear and tear excepted;
(iv) From and after the date of this Contract, Seller shall not, without the prior written consent of Buyer (which consent may be given or withheld in Buyer’s sole discretion), convey any interest in the Property, enter into any Space Lease or subject any portion of the Property to any Encumbrances which shall not be released or removed prior to Closing;
(v) Seller shall give Buyer prior written notice of any alterations intended by Seller to be made from and after the date of this Contract, including copies of the plans and specifications therefor (if applicable) and contracts for performance thereof. Any such alterations shall be subject to Buyer’s prior written approval, which approval may be given or withheld in Buyer’s sole discretion (except that, in the case of alterations conducted in accordance with the general terms of the Staging Plan set forth on Exhibit I, Buyer shall not unreasonably withhold, delay or condition its consent to such alterations).
(vi) In the event that Buyer states in its written notice approving any alterations made by Seller in accordance with the foregoing paragraph that Seller shall be required to remove such alter...
SELLER’S COVENANTS PRIOR TO CLOSING. During the period ----------------------------------- between the Effective Date and the Closing Date, Seller shall not, outside the ordinary course of business and without Purchaser's prior written consent, which consent shall not be unreasonably withheld: (i) take any actions that can reasonably be expected to increase the amounts due by Seller under the Contracts; (ii) become a party to an acquisition transaction specifically pertaining to Products; (iii) commence a legal proceeding with respect to the Assets, the Anesta Technology, the Products or the Licensed Products; or (iv) enter into any transaction or take any other action outside the ordinary course of business with respect to the Products or Licensed Products.
SELLER’S COVENANTS PRIOR TO CLOSING. Seller covenants and agrees with Purchaser from the date hereof and until the Closing or the earlier termination of this Agreement:
A. From and after the date hereof, Seller shall in connection with the Property:
(i) Carry on its business in respect of the Property in, and only in, the usual, regular and ordinary course;
(ii) Perform all of its obligations under agreements and instruments relating to or affecting the Property;
(iii) Comply with all laws, ordinances, orders, regulations and requirements applicable to it or to the conduct of its business in the usual, regular and ordinary course.
B. Except for the Access Easement, the Berm Agreement and the Signalization Escrow Agreement, Seller shall not grant a mortgage, restriction or easement further encumbering the Property. Following the Hard Date, Seller will not actively market the Property or otherwise solicit or make or accept any offers to sell the Property.
C. Seller will not enter into any new service contracts or extend or renew any service contract without obtaining Purchaser’s prior approval which Purchaser agrees not to unreasonably withhold, delay or condition, except service contracts entered into in the ordinary course of business that are terminable without cause and without fee or penalty on thirty (30) days’ or less notice.
SELLER’S COVENANTS PRIOR TO CLOSING. Between the date hereof and the Closing:
SELLER’S COVENANTS PRIOR TO CLOSING. Between the Effective Date and Closing:
(A) Seller shall maintain the Premises and the Temporary Use Property in substantially the same manner as the Premises and the Temporary Use Property were maintained immediately prior to the Effective Date.
(B) Seller shall not permit the occupancy of, or enter into any new lease or occupancy agreement for, any portion of the Premises and the Temporary Use Property or other use of the Premises and the Temporary Use Property without the written consent of Purchaser.
(C) Seller agrees to cooperate with and assist Purchaser in making application for any necessary zone change, site plan and/or subdivision approval or other governmental approval, permit, variance or agreement with respect to the development, construction, ownership and/or operation of the Premises. Seller further agrees, if requested by Xxxxxxxxx, to make application in Seller’s name for any necessary zone change, site plan approval or other governmental approval, at no expense to Seller (unless reimbursed by Xxxxxxxxx) and without seeking any compensation or additional consideration by reason of the cooperation required under this Section 9C).
SELLER’S COVENANTS PRIOR TO CLOSING. 16.1 Seller shall not modify the agreement with the Existing Tenant or any of the Contracts or enter into any new lease (whether written or oral), contract or other agreement affecting the Property or any portion thereof or the use thereof, without the prior written consent of the Buyer, which consent may be withheld in Buyer’s sole and absolute discretion; provided, however, that no consent shall be needed for Seller to enter into a service contract so long as (x) it is terminable upon no more than thirty (30) days prior written notice, (y) Seller terminates the same prior to Closing, and (z) Seller provides Buyer with a copy of such service contract immediately following full execution of such contract. With respect to those Contracts which Buyer does not elect to assume prior to Closing, (a) Seller shall cause such Contracts to be terminated effective as of the Closing Date, and (b) Seller shall be responsible for any and all costs in connection with such terminations.
16.2 Prior to the Date of Occupancy and subject to the provisions of Section 16.1 above, Seller shall operate the Property in the ordinary course of business prior to Date of Occupancy in the same manner as it is currently operating the Property, and shall maintain the Property in the same condition, wear and tear excepted. Subject to the provisions of paragraph 8 of the Occupancy Agreement, Seller shall continue to keep the Property fully insured with Seller’s existing coverage.
16.3 Seller shall use its best efforts to cause the Existing Tenant’s personal property to be removed from the Property prior to the expiration of the Due Diligence Period.
SELLER’S COVENANTS PRIOR TO CLOSING. Article 4.1 (Notification) If the Sellers become aware (i) of any failure or threatened failure to satisfy any of the items of Section 8.2, (ii) of any breach or threatened breach of any of the representations and warranties of the Sellers set forth in Section 3.1, or (iii) of any breach by the Sellers of any of their obligations under this Agreement, the Sellers shall promptly notify the Buyer in writing of their knowledge thereof and of the facts on which such knowledge is based, and shall consult with the Buyer in good faith to reach a reasonable resolution thereof. (iii) in the event that any breach or threatened breach by the Sellers of any of their obligations hereunder is discovered, the Sellers shall promptly notify the Buyer in writing of their knowledge thereof and of the facts on which such knowledge is based, and shall make their best efforts to reach a reasonable resolution thereof through good faith consultation with the Buyer; provided, however, that the Sellers shall not be liable for any loss or damage arising out of such breach or threatened breach. However, even in the event of such notice and consultation, the Sellers shall not be exempted from liability for breach of their own obligations or representations and warranties.
SELLER’S COVENANTS PRIOR TO CLOSING. Seller covenants and agrees that:
A. Seller will cancel the currently existing management agreement for the Property effective as of the Closing.
B. From the date of execution hereof until the Closing (i) Seller shall make every reasonable effort to do nothing which might materially damage the reputation of the Property or Seller's relations with its tenants, (ii) Seller will continue to operate the Property in the same manner as Seller is currently operating the Property, and (iii) Seller will continue to maintain the Property in its current condition, including the roof, paving, landscaping and HVAC units, normal wear and tear excepted.
C. Seller has just recently commenced certain work with respect to the breezeways of the buildings at the Property (herein referred to as the "Breezeway Work"). Within thirty (30) days of the date of this Agreement, representatives of Purchaser shall meet with representatives of the Seller at the Property so that Seller can explain to Purchaser the proposed scope of the Breeezeway Work with the scope fully outlined in writing, and so that Purchaser can inform Seller whether or not to continue with the Breezeway Work. In the event that Purchaser instructs Seller within thirty (30) days after the date of this Agreement to terminate the Breezeway Work, Seller will cease the Breezeway Work, and there will be no obligation of Purchaser to reimburse Seller for the cost of the Breezeway Work. In the event Purchaser does not within thirty (30) days after the date of this Agreement instruct Seller to terminate the Breezeway Work, at the Closing, Purchaser shall reimburse Seller for that part of the Breezeway Work which has been completed prior to the Closing Date, up to, but not in excess of $90,000, based upon copies of the contracts and paid invoices for such work. While the Breezeway Work is underway, Seller will provide to Purchaser copies of the lien waivers obtained by Seller as it makes payment for the Breezeway Work. Seller will obtain and deliver to Purchaser at Closing, a one year warranty from the subcontractor effecting the Breezeway Work with respect to its workmanship and installation, and a manufacturer's warranty with respect to the materials being used for the Breezeway Work.
SELLER’S COVENANTS PRIOR TO CLOSING. Seller covenants and agrees with Purchaser from the date hereof and until the Closing or the earlier termination of this Agreement:
A. From and after the date hereof, Seller shall in connection with the Property:
(i) Carry on its business in respect of the Property in, and only in, the usual, regular and ordinary course;
(ii) Perform all of its obligations under agreements and instruments relating to or affecting the Property;
(iii) Maintain the books of account and records for the Property in the usual, regular and ordinary manner;
(iv) Comply with all laws, ordinances, orders, regulations and requirements applicable to it or to the conduct of its business in the usual, regular and ordinary course.
(v) pay or satisfy and properly discharge at the time of Closing any bills for work done or materials supplied to Seller in connection with the Property up to the Closing Date.
B. Seller shall not grant a mortgage, restriction or easement further encumbering the Property, or list the property with any broker or otherwise solicit or make or accept any offers to sell the Property.
C. Seller will not enter into any new service contracts or extend or renew any service contract without obtaining Purchaser’s prior approval which Purchaser agrees not to unreasonably withhold, delay or condition, except service contracts entered into in the ordinary course of business that are terminable without cause and without fee or penalty on thirty (30) days’ notice.
D. Seller agrees to make rent-ready all apartment units at the Property which become vacant seven (7) or more days prior to the Closing, and to credit Purchaser at Closing in the amount of $500.00 for each apartment unit at the Property which is vacant on the Closing Date, which was vacant seven (7) or more days prior to the Closing Date, and which has not been made rent-ready by Seller.
SELLER’S COVENANTS PRIOR TO CLOSING. Seller covenants and agrees with Purchaser from the date hereof and until the Closing or the earlier termination of this Agreement:
