Seller’s Pre-Closing Covenants. From the date hereof through the Closing, unless Purchaser otherwise agrees in writing, the Seller Parties shall, and shall cause the Water Companies, to:
(a) Cooperate with Purchaser in good faith and take such actions necessary or desirable to promptly cause the conditions to Purchaser’s obligations to close to be satisfied.
(b) Promptly inform Purchaser in writing of: (i) any event that could reasonably be expected to result in a breach of the representations, warranties or covenants of the Seller Parties hereunder; or (ii) events or conditions which could reasonably be expected to result in a Material Adverse Change to the Assets, though no such notification shall cure any such breach or Material Adverse Change.
(c) Maintain and preserve all of the Assets and other properties which are necessary for the conduct of the Business and preserve its present business relationships (including its customer relationships), and continue to compensate its agents in accordance with past custom and practice.
(d) Afford the representatives of Purchaser and its affiliates complete access at all reasonable times to (i) the Assets for the purpose of inspecting the same, (ii) the officers, employees, agents, attorneys, accountants, properties, Books and Records, and Financial Statements of the Seller Parties and the Water Companies, and shall furnish Purchaser and its representatives all financial, operating and other data and information as Purchaser, through its representatives, may reasonably request, including but not limited to Tax Returns for the Pre-Closing Tax Period. All of such matters shall be referred to herein as the Purchaser’s “Due Diligence.”
(e) Not (i) initiate or encourage the submission of any third party proposal relating to the acquisition of the Assets, or the equity of Seller, or (ii) participate in any discussions regarding, furnish any information with respect to, assist or participate in, or otherwise facilitate any effort by any third party to do or seek any of the foregoing. Seller will promptly notify Purchaser if any third party makes any such proposal or contact with respect to any of the foregoing.
Seller’s Pre-Closing Covenants. Seller agrees as follows with respect to the period from the Effective Date until the Closing Date:
1. Seller shall not commit or permit waste upon the Property.
2. Seller shall not (and shall not permit its affiliates or representatives to), directly or indirectly, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any party, other than Buyer, relating to the acquisition of the Property from Seller, in whole or in part. Without limiting the foregoing, Seller and its affiliates and representatives shall not solicit, entertain, negotiate or enter into any letter of intent, contract (including any contingent or so-called “back-up” contract) or option with any party other than Buyer.
3. Seller will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business with respect to the Property. Without limiting the generality of the foregoing, Seller shall not:
a. Sell, lease, transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any lien on, any of the Property, except in the ordinary course of business consistent with past practice;
b. Cancel any debts owed to or claims held by Seller (including the settlement of any claims or litigation) or incur additional debt for borrowed money, or incur any obligation or liability (fixed, contingent or otherwise), in each case, other than in the ordinary course of business consistent with past practice;
x. Xxxxx or accelerate payment of any account payable or other liability of the business related to the Property beyond or in advance of its due date or the date when such liability would have been paid in the ordinary course of business consistent with past practice;
4. Seller shall not enter into any Contract pertaining to the Property which cannot be terminated at or prior to Closing. Except for any Contract that Buyer expressly elects to assume at Closing, Seller shall be responsible for terminating all Contracts as of the Closing Date, including the payment of any early termination fees or other charges in connection with such termination.
5. Seller shall cooperate with Buyer in obtaining all permits and licenses required by all applicable governmental authorities to operate the Property as a mobile home park.
6. Seller will not apply for or agree to any change in the zoning or the assessed value or other tax treatment of the Property. Buyer(s) Initials: /s/ AM Se...
Seller’s Pre-Closing Covenants. During the period from the date of this Agreement to the Closing Date, Seller (i) shall, with respect to the Branches, Assets and Liabilities, use its commercially reasonable best efforts to preserve its business relationship with depositors, customers and others having business relationships with it and whose accounts will be retained at the Branches, (ii) will underwrite and administer the Assigned Loans in accordance with prudent, safe and sound underwriting and administration practices and applicable Legal Requirements, (iii) will maintain the Branches and Personal Property in their current condition, ordinary wear and tear excepted; and (iv) will conduct the business of the Branches and preserve the Assets and Liabilities in accordance with prudent, safe and sound commercial banking practices and applicable Legal Requirements. Seller covenants with Buyer that, from the date of this Agreement to Closing, Seller, except with the prior written consent of Buyer, will not:
(1) Sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber or enter into any contract, agreement, or understanding to sell, transfer, assign, lease, mortgage, pledge or otherwise dispose of or encumber any of the Assets (other than use of Cash on Hand in the ordinary course of business consistent with past practice) or Liabilities existing on the date of this Agreement.
(2) Except in the ordinary course of business and in a manner consistent with safe and sound banking practices, modify the interest rate or structure, or amend, extend or renew any term of any Assigned Loans, grant any interest deferral or fee waivers, or deviate from industry standard and commercially reasonable collection procedures, including, without limitation, modification of payment terms or due date(s).
(3) Establish new Deposit Liabilities at the Branches other than in the ordinary course of business.
(4) File any application or give any notice to relocate or close the Branches or relocate or close the Branches, except for any notice that may be required to be filed in order to consummate the transactions contemplated hereunder.
(5) Transfer any of Seller’s employees at the Branches to another branch or office of Seller or any of its Affiliates.
(6) Transfer to or from any of the Branches to or from any of Seller’s other operations or branches or those of its Affiliates any Assets or any Deposit Liabilities, except upon the unsolicited request of a depositor or customer.
(7) Take any ...
Seller’s Pre-Closing Covenants. Seller shall not, without the prior written consent of Buyer, after the date hereof, (a) make, extend or permit any leases, contracts, mortgages or other liens or encumbrances affecting the Subject Property which will not be removed, released or terminated at closing, (b) take or permit any action that would change the topography or ground cover of the Subject Property, (c) cause or permit any dumping or depositing of any materials on the Subject Property, including, without limitation, garbage, construction debris or solid or liquid wastes of any kind; (d) cut or remove any timber or topsoil from the Subject Property, or permit any other party to do so; or (e) cause or permit any default beyond the applicable cure period under any mortgage or deed of trust covering the Subject Property, or cause or permit the foreclosure of any other lien affecting the Subject Property. Seller shall promptly cure, at Seller's sole cost and expense, each and every breach or default of any covenant set forth in this Section 7 upon receipt of notice thereof by Buyer. Buyer shall have the right, but not the obligation, to cure or cause to be cured any such breach or default, at Seller's sole cost and expense if, in Buyer's reasonable judgment, Seller has failed to promptly or completely cure the same or if such action on Buyer's part is reasonably necessary to preserve and protect the natural, scenic or other open space values of the Subject Property. The reasonable costs of such cure attempted or effected by Buyer may, at Buyer's election, be credited against the balance of the purchase price due and payable at Closing.
Seller’s Pre-Closing Covenants. Between the date hereof and the Closing, except as contemplated by this Agreement or with the consent of Buyer and provided this Agreement has not been terminated:
Seller’s Pre-Closing Covenants. Seller agrees as follows with respect to the period from the Effective Date until the Closing Date:
1. Seller shall not negotiate, accept, or consider any proposal of any person, other than Buyer, relating to the acquisition of the Property from Seller, in whole or in part.
2. Seller will not engage in any practice, take any action, or enter any transaction outside the ordinary course of business with respect to the Property. Without limiting the generality of the foregoing, Seller shall not:
a. Sell, lease, transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any lien on, any of the Property, except in the ordinary course of business consistent with past practice.
3. Seller shall not enter any Contract pertaining to the Property which cannot be terminated within thirty (30) days. Except for any Contract that Buyer expressly elects to assume prior to the expiration of the Due Diligence Period, Seller shall be responsible for terminating all Contracts as of the Closing Date, including the payment of any early termination fees or other charges in connection with such termination.
4. Seller shall reasonably cooperate with Buyer in obtaining all permits and licenses, at Buyer’s sole expense, required by all applicable governmental authorities to operate the Property as a mobile home park.
5. Seller will not apply for or agree to any change in the zoning or the assessed value or other tax treatment of the Property.
Seller’s Pre-Closing Covenants. Seller will cause Project Company to use commercially reasonable efforts to achieve COD on or prior to the Outside Closing Date.
Seller’s Pre-Closing Covenants. In consideration of the payment of $75,000 as a "No-Shop Payment" by Buyer to Seller, and the substantial time, effort and expense to be incurred by the Buyer in performing its due diligence review and preparing for Closing, Seller agrees as follows:
Seller’s Pre-Closing Covenants. Prior to the Closing, each Seller shall comply with the following covenants:
Seller’s Pre-Closing Covenants. Unless otherwise expressly provided in this Agreement or approved in writing by the Purchaser, which approval shall not be unreasonable withheld, for the period between the Signing Date and the Closing Date, the Sellers shall procure or cause:
(i) Company will continue to fully abide with the terms of the Reorganization Plan, and will obtain any consents/approvals or similar from the creditors, authorities, or any party involved in the implementation/monitoring/supervising of the Reorganization Plan, that may be needed in order for the Transfer to be legally effectuated;
(ii) the Company will not enter into, or commit to enter into any restructuring of any kind and will not increase or decrease its basic capital, issue new shares, change the type, form or any right attached to the Shares or grant any rights or options or commitments in respect thereof or in any other way have changed the Company’s Foundation Act unless as required by this Agreement and will not form any subsidiary or acquire any shares/interests in any company or participate in any partnership or joint venture;
(iii) the Company will not enter into any new employment contracts or amend any employment, management, consulting, severance or termination agreement regarding any employee or consultant of the Company, or otherwise increase the compensation of any employee or consultant of the Company, (operations necessary to meet Condition Precedents is not hereby affected), save for the employment agreements strictly envisaged in this Agreement and its Schedules;
(iv) the Company shall not incur expenditures for capital equipment in excess of EUR 50,000 in the aggregate or EUR 10,000 for individual order;
(v) the Company shall not enter into any new agreements that is not in the Ordinary Course of Business and where the contract value exceeds EUR 10,000 or its equivalent in another currency in the aggregate, without prior written consent from the Purchaser;
(vi) the Company will not assign any of its rights and/or claims, save for the Related Party Loans;
(vii) the Company will consult and cooperate with the Purchaser in relation to all material matters concerning its respective business or operations;
(viii) the Company will not take or omit to take any action where such action or omission would cause a violation or breach of, or a default under, any contract or commitment to which the Company is a party;
(ix) the Company will not sell, encumber or transfer or undertake to sell, encumber or tr...
