Common use of Status of Agreements Clause in Contracts

Status of Agreements. (a) During the period commencing on the Agreement Date and ending on the Closing Date, except in connection with the Pending Transactions, the Required Consents or as set forth on Schedule IV or otherwise consented to or approved by Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed), Transferor will not do any of the following: (i) cancel or amend or modify in any material respect, (x) any Contract or Lease affecting any of the Real Estate Assets or (y) any agreements, documents or instruments relating to the Assumed Debt; (ii) enter into any new contract, agreement or commitment (other than (x) a contract, agreement or commitment that involves base payments or the performance of services by Transferor of an amount or value (as measured by the revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000 annually or terminable by Transferor on not more than 90 days notice without penalty, or (y) a contract, agreement or commitment that is entered into (A) in order to preserve public safety as to one or more Assets or (B) as a result of an emergency situation or force majeure event affecting one or more Assets), any new Lease (other than a Lease demising space of less than 5000 square feet on terms and conditions consistent with the current leasing practices of the subject property and otherwise consistent with good business practice) affecting any of the Real Estate Assets or any new agreements, documents or instruments relating to the Assumed Debt; or (iii) intentionally do any act or omit to do any act that will cause a material breach of any Contract or Lease or agreements, documents or instruments relating to the Assumed Debt. (b) During the period commencing on the Agreement Date and ending on the Closing Date, Echelon will not, without the prior consent or approval of Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed), amend, modify or supplement the Merger Agreement (including the Schedules and Exhibits thereto) or grant any consent or waiver under the Merger Agreement, in each case that would in any manner materially and adversely affect the rights, obligations and interests of Company under this Agreement (it being expressly understood and agreed that in no event shall Section 4.07 or 5.01 of the Merger Agreement be amended, modified or supplemented (and in no event shall Transferor grant any consent or waiver with respect to any such Section) without the prior consent of Company (not to be unreasonably withheld, conditioned or delayed)). The parties hereto acknowledge that Company is a third party beneficiary of the agreements made by Echelon pursuant to Section 4.07 of the Merger Agreement and that Transferor shall be required to provide Company with any and all information required to be provided to Parent (as defined in the Merger Agreement) pursuant to Section 4.07(c) of the Merger Agreement. Nothing in this Section 5.5(b), however, shall in any manner whatsoever require that the Board of Directors of Echelon take any action or refrain from taking any action, in each case which is permitted under Section 4.07 of the Merger Agreement.

Status of Agreements. (a) During the period commencing on the Agreement Date and ending on the Closing Date, except in connection with the Pending Transactions, the Required Consents or as set forth on Schedule IV V or otherwise consented to or approved by Company Buyer (which consent or approval shall not be unreasonably withheld, conditioned or delayed), Transferor Seller will not do any of the following: (i) cancel or amend or modify in any material respect, (x) any Contract or Lease affecting any of the Real Estate Assets or (y) any agreements, documents or instruments relating to the Assumed Existing Debt; (ii) enter into any new contract, agreement or commitment (other than (x) a contract, agreement or commitment that involves base payments or the performance of services by Transferor Seller of an amount or value (as measured by the revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000 annually or terminable by Transferor Seller on not more than 90 days notice without penalty, or (y) a contract, agreement or commitment that is entered into (A) in order to preserve public safety as to one or more Assets or (B) as a result of an emergency situation or force majeure event affecting one or more Assets), any new Lease (other than a Lease demising space of less than 5000 square feet on terms and conditions consistent with the current leasing practices of the subject property and otherwise consistent with good business practice) affecting any of the Real Estate Assets or any new agreements, documents or instruments relating to the Assumed Existing Debt; or (iii) intentionally do any act or omit to do any act that will cause a material breach of any Contract or Lease or agreements, documents or instruments relating to the Assumed Existing Debt. (b) During the period commencing on the Agreement Date and ending on the Closing Date, Echelon will not, without the prior consent or approval of Company Buyer (which consent or approval shall not to be unreasonably withheld, conditioned or delayed), amend, modify or supplement the Merger Agreement (including the Schedules and Exhibits thereto) or grant any consent or waiver under the Merger Agreement, in each case that would in any manner materially and adversely affect the rights, obligations and interests of Company Buyer under this Agreement (it being expressly understood and agreed that in no event shall Section 4.07 or Section 5.01 of the Merger Agreement be amended, modified or supplemented (and in no event shall Transferor Seller grant any consent or waiver with respect to any such Section) without the prior consent of Company Buyer (not to be unreasonably withheld, conditioned or delayed)). The parties hereto acknowledge that Company Buyer is a third party beneficiary of the agreements made by Echelon pursuant to Section 4.07 of the Merger Agreement and that Transferor Seller shall be required to provide Company Buyer with any and all information required to be provided to Parent (as defined in the Merger Agreement) pursuant to Section 4.07(c) of the Merger Agreement. Nothing in this Section 5.5(b), however, shall in any manner whatsoever require that the Board of Directors of Echelon take any action or refrain from taking any action, in each case which is permitted under Section 4.07 of the Merger Agreement.

Status of Agreements. (a) During the period commencing on the Agreement Date and ending on the Closing Date, except in connection with the Pending Transactions, the Required Consents or as set forth on Schedule IV V or otherwise consented to or approved by Company Buyer (which consent or approval shall not be unreasonably withheld, conditioned or delayed), Transferor Seller will not do any of the following: (i) cancel or amend or modify in any material respect, (x) any Contract or Lease affecting any of the Real Estate Assets or (y) any agreements, documents or instruments relating to the Assumed Existing Debt; (ii) enter into any new contract, agreement or commitment (other than (x) a contract, agreement or commitment that involves base payments or the performance of services by Transferor Seller of an amount or value (as measured by the revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000 annually or terminable by Transferor Seller on not more than 90 days days' notice without penalty, or (y) a contract, agreement or commitment that is entered into (A) in order to preserve public safety as to one or more Assets or (B) as a result of an emergency situation or force majeure event affecting one or more Assets), any new Lease (other than a Lease demising space of less than 5000 square feet on terms and conditions consistent with the current leasing practices of the subject property and otherwise consistent with good business practice) affecting any of the Real Estate Assets or any new agreements, documents or instruments relating to the Assumed Existing Debt; or (iii) intentionally do any act or omit to do any act that will cause a material breach of any Contract or Lease or agreements, documents or instruments relating to the Assumed Existing Debt. (b) During the period commencing on the Agreement Date and ending on the Closing Date, Echelon will not, without the prior consent or approval of Company Buyer (which consent or approval shall not to be unreasonably withheld, conditioned or delayed), amend, modify or supplement the Merger Agreement (including the Schedules and Exhibits thereto) or grant any consent or waiver under the Merger Agreement, in each case that would in any manner materially and adversely affect the rights, obligations and interests of Company Buyer under this Agreement (it being expressly understood and agreed that in no event shall Section 4.07 or Section 5.01 of the Merger Agreement be amended, modified or supplemented (and in no event shall Transferor Seller grant any consent or waiver with respect to any such Section) without the prior consent of Company Buyer (not to be unreasonably withheld, conditioned or delayed)). The parties hereto acknowledge that Company Buyer is a third party beneficiary of the agreements made by Echelon pursuant to Section 4.07 of the Merger Agreement and that Transferor Seller shall be required to provide Company Buyer with any and all information required to be provided to Parent (as defined in the Merger Agreement) pursuant to Section 4.07(c) of the Merger Agreement. Nothing in this Section 5.5(b), however, shall in any manner whatsoever require that the Board of Directors of Echelon take any action or refrain from taking any action, in each case which is permitted under Section 4.07 of the Merger Agreement.

Status of Agreements. (a) During the period commencing on the -------------------- Agreement Date and ending on the Closing Date, except in connection with the Pending Transactions, the Required Consents or as set forth on Schedule IV or -- otherwise consented to or approved by Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed), Transferor will not do any of the following: (i) cancel or amend or modify in any material respect, (x) any Contract or Lease affecting any of the Real Estate Assets or (y) any agreements, documents or instruments relating to the Assumed Debt; (ii) enter into any new contract, agreement or commitment (other than (x) a contract, agreement or commitment that involves base payments or the performance of services by Transferor of an amount or value (as measured by the revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000 annually or terminable by Transferor on not more than 90 days notice without penalty, or (y) a contract, agreement or commitment that is entered into (A) in order to preserve public safety as to one or more Assets or (B) as a result of an emergency situation or force majeure event affecting one or more Assets), any new Lease (other than a Lease demising space of less than 5000 square feet on terms and conditions consistent with the current leasing practices of the subject property and otherwise consistent with good business practice) affecting any of the Real Estate Assets or any new agreements, documents or instruments relating to the Assumed Debt; or (iii) intentionally do any act or omit to do any act that will cause a material breach of any Contract or Lease or agreements, documents or instruments relating to the Assumed Debt. (b) During the period commencing on the Agreement Date and ending on the Closing Date, Echelon will not, without the prior consent or approval of Company (which consent or approval shall not be unreasonably withheld, conditioned or delayed), amend, modify or supplement the Merger Agreement (including the Schedules and Exhibits thereto) or grant any consent or waiver under the Merger Agreement, in each case that would in any manner materially and adversely affect the rights, obligations and interests of Company under this Agreement (it being expressly understood and agreed that in no event shall Section 4.07 or 5.01 of the Merger Agreement be amended, modified or supplemented (and in no event shall Transferor grant any consent or waiver with respect to any such Section) without the prior consent of Company (not to be unreasonably withheld, conditioned or delayed)). The parties hereto acknowledge that Company is a third party beneficiary of the agreements made by Echelon pursuant to Section 4.07 of the Merger Agreement and that Transferor shall be required to provide Company with any and all information required to be provided to Parent (as defined in the Merger Agreement) pursuant to Section 4.07(c) of the Merger Agreement. Nothing in this Section 5.5(b), however, shall in any ------ manner whatsoever require that the Board of Directors of Echelon take any action or refrain from taking any action, in each case which is permitted under Section 4.07 of the Merger Agreement.

Status of Agreements. (a) During the period commencing on the -------------------- Agreement Date and ending on the Closing Date, except in connection with the Pending Transactions, the Required Consents or as set forth on Schedule IV V or otherwise - consented to or approved by Company Buyer (which consent or approval shall not be unreasonably withheld, conditioned or delayed), Transferor Seller will not do any of the following: (i) cancel or amend or modify in any material respect, (x) any Contract or Lease affecting any of the Real Estate Assets or (y) any agreements, documents or instruments relating to the Assumed Existing Debt; (ii) enter into any new contract, agreement or commitment (other than (x) a contract, agreement or commitment that involves base payments or the performance of services by Transferor Seller of an amount or value (as measured by the revenue derived therefrom during fiscal year 1998-1999) not in excess of $12,000 annually or terminable by Transferor Seller on not more than 90 days notice without penalty, or (y) a contract, agreement or commitment that is entered into (A) in order to preserve public safety as to one or more Assets or (B) as a result of an emergency situation or force majeure event affecting one or more Assets), any new Lease (other than a Lease demising space of less than 5000 square feet on terms and conditions consistent with the current leasing practices of the subject property and otherwise consistent with good business practice) affecting any of the Real Estate Assets or any new agreements, documents or instruments relating to the Assumed Existing Debt; or (iii) intentionally do any act or omit to do any act that will cause a material breach of any Contract or Lease or agreements, documents or instruments relating to the Assumed Existing Debt. (b) During the period commencing on the Agreement Date and ending on the Closing Date, Echelon will not, without the prior consent or approval of Company Buyer (which consent or approval shall not to be unreasonably withheld, conditioned or delayed), amend, modify or supplement the Merger Agreement (including the Schedules and Exhibits thereto) or grant any consent or waiver under the Merger Agreement, in each case that would in any manner materially and adversely affect the rights, obligations and interests of Company Buyer under this Agreement (it being expressly understood and agreed that in no event shall Section 4.07 or Section 5.01 of the Merger Agreement be amended, modified or supplemented (and in no event shall Transferor Seller grant any consent or waiver with respect to any such Section) without the prior consent of Company Buyer (not to be unreasonably withheld, conditioned or delayed)). The parties hereto acknowledge that Company Buyer is a third party beneficiary of the agreements made by Echelon pursuant to Section 4.07 of the Merger Agreement and that Transferor Seller shall be required to provide Company Buyer with any and all information required to be provided to Parent (as defined in the Merger Agreement) pursuant to Section 4.07(c) of the Merger Agreement. Nothing in this Section 5.5(b), however, shall ------ in any manner whatsoever require that the Board of Directors of Echelon take any action or refrain from taking any action, in each case which is permitted under Section 4.07 of the Merger Agreement.