Seller’s Pre-Closing Covenants. Seller covenants and agrees that, between the date hereof and the Closing Date, except as expressly permitted by this Agreement or with the prior written consent of Buyer, Seller shall act in accordance with the following:
9.1.1 Seller shall conduct the business and operations of the Station in the ordinary and prudent course of business consistent with past practice and with the intent of preserving the ongoing operations and assets of the Station, including but not limited to maintaining the independent identity of the Station.
9.1.2 Seller shall use its best efforts to preserve the operation of the Station intact and preserve the business of the Station's advertisers, customers, suppliers and others having business relations with the Station and continue to conduct financial operations of the Station, including its credit and collection and pricing policies and practices, in the ordinary course of business consistent with past practices.
9.1.3 Seller shall operate the Station in all material respects in accordance with FCC rules and regulations and the Station Licenses and with all other laws, regulations, rules and orders, and shall not cause or permit by any act, or failure to act, any of the Station Licenses or other licenses, permits or authorizations listed in Schedule 7.4 to expire, be surrendered, adversely modified, or otherwise terminated, or the FCC to institute any proceedings for the suspension, revocation or adverse modification of any of the Station Licenses, or fail to prosecute with due diligence any pending applications to the FCC.
9.1.4 Seller shall not: (a) sell, lease or dispose of or commit to sell, lease or dispose of any of the Station Assets except in the ordinary course of business and subject to the provisions of Section 1.1.2 hereof; (b) sell broadcast time on a prepaid basis (other than in the course of existing credit practices); (c) grant or agree to grant any increases in the rates of salaries or compensation payable to employees of the Station other than scheduled salary increases; (d) grant or agree to grant any bonus to any employee of the Station which will not be paid in full by Seller prior to the Closing; (e) provide for any new pension, retirement or other employment benefits for employees of the Station or any increases in any existing benefits; (f) modify, change or terminate any Contract without prior written permission of the Buyer; (g) change the advertising rates in effect as of the date hereof except in acco...
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. Buyer(s) Initials: /s/ AM Seller(s) Initials:/s/ BK
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 tre...
Seller’s Pre-Closing Covenants. So long as this Agreement remains in full force and effect:
11.1 Without the prior written consent of Buyer, Seller will not convey any interest in the Property and will not subject the Property to any additional liens, encumbrances, covenants, conditions, easements, rights of way or similar matters after the Effective Date which will not be eliminated prior to the Close of Escrow, other than as may be required by any applicable government or quasi-governmental authority or by a provider of utility services and except as may be otherwise provided for in this Agreement.
11.2 Seller will not make any material alterations to the Property without Buyer’s consent, which consent will not be unreasonably withheld or delayed. Seller will maintain the Property in substantially the same condition as of the Effective Date.
11.3 Seller represents that there are no existing contracts relating to the provision of goods or services to the Property. Xxxxxx agrees that, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, Seller will not enter into any contract or agreement providing for the provision of goods or services to or with respect to the Property or the operation thereof unless such contracts or agreements can be terminated by the Closing Date. Seller will not enter into any leases for any portion of the Property without Buyer’s written consent, which consent will not be unreasonably withheld or delayed.
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. 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. 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. 3B.1 Between the date hereof and Closing, Seller shall not enter into any new maintenance, management or other contracts with respect to the Property which survive the Closing without the prior written approval of Buyer.
3B.2 Between the date hereof and Closing, Seller shall continue to maintain and operate the Property in a manner consistent with its general business practice and past operation and maintenance of the Property.
Seller’s Pre-Closing Covenants. 7.1. Leases 7.2. Contracts and Documents 7.3. Insurance 7.4. Compliance with Obligations
Seller’s Pre-Closing Covenants. During the period from the date of this Agreement until the Closing, Seller covenants and agrees as follows:
