Sellers Interim Operating Covenants Clause Samples
The Seller’s Interim Operating Covenants clause requires the seller to operate the business in the ordinary course and maintain its assets and operations between signing and closing of a transaction. Typically, this means the seller must avoid making significant changes, such as incurring new debt, selling assets, or altering key contracts, without the buyer’s consent. This clause ensures the business remains stable and consistent, protecting the buyer from unexpected changes or risks before the transaction is finalized.
Sellers Interim Operating Covenants. 9.1. Operations......................................................... 9.2.
Sellers Interim Operating Covenants. From the Effective Date to the Closing Date (or earlier termination of this Agreement), Seller shall:
(a) not willfully alienate, lien, encumber, assign, pledge or otherwise transfer any part of the Property, or any interest in the Property without the prior written consent of Purchaser.
(b) comply with the BSRA and the Discharge Permit.
(c) use commercially reasonable efforts to preserve in force the BSRA and the Discharge Permit.
(d) not (i) sell, mortgage, pledge, lease or otherwise transfer or dispose of all or any part of the Property or any interest therein or (ii) enter into a binding agreement with any third party to sell or lease all or any portion of the Property.
(e) promptly give written notice to the Purchaser if Seller has actual knowledge of the occurrence of any material change to any representations or warranties made or to be made by Seller under or pursuant to this Agreement and provide Purchaser with a copy of any written notices or orders with respect to the Property received by Seller’s real estate, environmental or facilities groups from any governmental agency with jurisdiction or issued by Seller.
(f) not, without the prior written consent of Purchaser (except as expressly contemplated in this Agreement), grant, knowingly permit or otherwise create or consent to the creation, change or modification of any zoning, easement, subdivision plat, restriction, restrictive covenant, lien, assessment, or encumbrance affecting any portion of the Property, except as otherwise provided herein.
(g) provide Purchaser prompt written notice of any written notice received by Seller’s real estate, environmental or facilities groups from regulatory agencies or authorities concerning contamination, site rehabilitation or remediation requirements, or any alleged violation or threatened violation of any Environmental Requirements on or pertaining to the Parent Tract or surrounding lands or water bodies, and shall have a continuing obligation to provide Purchaser with immediate written notice of all future written notices received by Seller from any such agency or authority until such time as such matter is fully resolved.
(h) not enter into any new contract for the operation or maintenance of the Property that will not be cancelable by Purchaser without penalty upon no greater than thirty (30) days notice, without the prior written consent of Purchaser.
Sellers Interim Operating Covenants