Seller’s Obligations Pending Closing. (a) Subject to the provisions of Paragraphs 13 and 14 hereof, and except to the extent that such maintenance is the obligation of any Tenant under the Leases, until Closing, each Respective Seller shall operate and maintain the Respective Seller’s Property in substantially the same manner being operated and maintained by the Respective Seller on the Effective Date, normal wear and tear excepted. Prior to Closing, each Respective Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Respective Seller’s Property.
(b) Following the Effective Date, each Respective Seller shall not, except as expressly provided in Paragraph 3, enter into any new, or the modification or termination of any existing, Lease, Operating Agreement or other agreement (including encumbrances to title) affecting such Respective Seller’s Property that will be binding on Buyer and is not terminable within thirty (30) days without a fee or penalty, without first obtaining Buyer’s written approval thereof, which shall not be unreasonably withheld; provided, however, that Buyer’s approval shall not be required for, Buyer shall have no right to terminate or modify this Agreement on account of, and each Respective Seller’s only duty shall be to give Buyer prompt written notice of, any renewal, extension, modification or termination of any Lease, Operating Agreement or other agreement affecting such Respective Seller’s Property that is required as a matter of right by the other party thereto. If Buyer fails to deliver written notice to Seller setting forth Buyer’s reasonable objections to any such matter within three (3) business days after Buyer’s receipt of written notice thereof, Buyer shall be conclusively deemed to have approved such matters. In the event Buyer timely delivers written notice disapproving any such matter, Seller shall have the right to terminate this Agreement by written notice thereof to Buyer within three (3) days after Seller’s receipt of written notice of Buyer’s disapproval thereof. If this Agreement is so terminated by Seller, and provided Buyer is not in breach or default under this Agreement, the Escrow shall be canceled, all parties hereto shall be released from further performance of this Agreement (with the exception of those provisions or paragraphs which recite that they survive termination of this Agreement), and Escrow Holder shall return to Buyer all or any portion of the Deposit deposited with Escrow Holder...
Seller’s Obligations Pending Closing. Between the Effective Date and the Closing Date (or termination hereof), Seller shall:
(a) Use all reasonable efforts as may be necessary to effect the transactions contemplated by this Agreement.
(b) Maintain the Property in the same manner as is presently done, subject to normal wear and tear, casualty, and condemnation.
(c) Maintain existing insurance coverage or its equivalent in force with respect to the Property.
(d) Not convey or contract to convey or voluntarily encumber the Property or any portion thereof or interest therein.
(e) Not enter into any contract that will be an obligation affecting the Property or any part thereof subsequent to the closing without Purchaser's prior written consent which Purchaser agrees not to unreasonably withhold or delay.
(f) Cooperate with, and assist in Purchaser's efforts to obtain access to governmental agencies that have approval authority concerning the development of the Property.
(g) Perform all acts reasonably necessary to ensure the assignment and transfer of any development and underground rights and concessions from Seller to Purchaser at the Closing.
Seller’s Obligations Pending Closing. From and after the Commencement Date until the Closing or termination of this Agreement as herein provided, Seller covenants to perform in accordance with the following obligations (except and to the extent that any such obligation shall have been assumed or created by Tenant or is the obligation of Purchaser as tenant under this Agreement):
Seller’s Obligations Pending Closing. (a) Subject to the provisions of Sections 13 and 14 hereof, and except to the extent that such maintenance is the obligation of a Tenant under a Lease or of a Resident under a Resident Agreement, until Closing, Seller shall maintain the Real Property in substantially the same condition existing on the Effective Date, normal wear and tear excepted, and Seller shall continue to operate the Property in the manner operated as of the Effective Date.
(b) From the Effective Date through the Closing Date, Seller shall maintain insurance coverage with respect to the Property, and with respect to damage or injury to persons or property occurring on the Real Property, with the same coverages and in at least the same amounts as Seller maintains as of the Effective Date.
(c) From the expiration of the Due Diligence Period through the Closing Date, without Buyer’s written consent, Seller will not (A) subject the Property to any liens, security interests, easements or other encumbrances other than in the ordinary course of business, (B) amend, or waive any material right under, any Resident Agreement or Assigned Service Contract, (C) enter into any new Resident Agreement with a first-time resident that is for a period longer than one (1) year or provides for an effective rental rate that is, in Seller’s business judgment, less than the then-current market rate, (D) enter into any new Lease or extend any current Lease, (E) enter into any new Service Contract unless terminable upon no more than thirty (30) days notice and without penalty, or (F) fail to perform, in all material respects, its obligations under the Resident Agreements, Leases and Assigned Service Contracts.
(d) From the expiration of the Due Diligence Period through the Closing Date, Seller will provide Buyer with a copy of any written notice that Buyer receives alleging a material Seller default under any Resident Agreement, Lease or Assigned Service Contract.
Seller’s Obligations Pending Closing. Except as otherwise agreed in writing, from the date hereof until the Closing, the Seller, APPI, and their respective Affiliates shall:
(a) conduct the CombiPatch Business only in accordance with its usual, regular and ordinary course of business in substantially the same manner as conducted prior to the date hereof, service all reasonable demand for the CombiPatch Product in the Territory, and take no actions to affect the price of the CombiPatch Product in the Territory;
(b) maintain the Purchased Assets in good and workmanlike manner;
(c) do nothing to damage the goodwill associated with the CombiPatch Business in the Territory or the Trademarks in the Territory;
(d) maintain the Contracts in full force and effect, and comply with all material obligations under the Contracts;
(e) not sell, transfer, lease, mortgage, encumber or otherwise dispose of any interest in any of the Purchased Assets other than in the ordinary course of business; and
(f) allow the Purchaser and its representatives access to the books, records, and employees of the Seller at all times reasonably requested by the Purchaser to verify the Seller's and its Affiliates' compliance with the foregoing obligations.
Seller’s Obligations Pending Closing. Subject to the provisions of Paragraphs 13 and 14 hereof, until Closing, Seller shall maintain the Properties in their condition existing on the Effective Date, normal wear and tear excepted. Prior to Closing, Seller shall also maintain its existing fire and extended coverage insurance, if any, with respect to the Properties. Prior to Closing, Seller may continue its normal leasing activities in accordance with its standard criteria for tenant credit, rent, commissions and improvements, and shall continue to operate the Properties in the manner operated as of the Effective Date. Other than Leases of units as described above, Seller shall not enter into any new Operating Agreement, or modify any existing Operating Agreement, if such new Operating Agreement or modification would be binding on Buyer or the Properties after Closing after the expiration of the Due Diligence Period without Buyer's prior written consent which shall not be unreasonably withheld or delayed. Seller agrees to deliver termination notices in connection with any service contracts identified by Buyer prior to the expiration of the Due Diligence Period if (and only if) such contracts are terminable without fee or charge. At Closing, Seller will execute and deliver to the Title Company an Affidavit and Indemnity in the form of Exhibit H attached hereto, completed for each of the Properties (the "Owner Affidavits").
Seller’s Obligations Pending Closing. (a) From the Effective Date until the Closing date, Seller will continue to conduct its business on the Property in a good and efficient manner and will maintain the Property in good order and condition, subject to normal wear and tear. Seller will continue to lease space on the Property on the same or better basis than now being leased. Seller has not previously entered into any agreements with respect to the operation of the business conducted on the Property (other than tenant leases and any other agreements described in Exhibit "B" attached to this Agreement) which will be binding on Purchaser after the Closing date, and Seller will not enter into any such agreements which will be binding on Purchaser without the consent in writing of Purchaser. Seller will not sell, assign, or convey any right, title, or interest in the Property to any third party without Purchaser's written approval or permit to exist any lien, encumbrance, or charge thereon without discharging the same prior to Closing.
(b) Until the Closing date, Seller will maintain all-risk property damage insurance on the Property on a full replacement cost basis and in an amount sufficient to avoid application of any coinsurance clause.
Seller’s Obligations Pending Closing. During the continuance of this Agreement, until Closing or termination of this Agreement as herein provided, Seller covenants to perform in accordance with the following obligations:
a. Sell or Encumber Property. Seller shall not sell, assign, or convey any right, title, or interest whatever in or to the Property to any third party or create or permit to exist any lien, encumbrance, or charge thereon which will not be paid in full at Closing.
Seller’s Obligations Pending Closing. During the continuance of this Agreement, until Closing or termination of this Agreement as herein provided, Seller covenants to perform in accordance with the following obligations:
Seller’s Obligations Pending Closing
