Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows:
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser, from the Effective Date until the Closing or earlier termination of this Agreement:
a. Upon Completion of construction of the Improvements, Seller shall (i) operate the Property in the ordinary course of Seller's business and in the same manner as currently operated; and (ii) fully maintain and repair the Improvements, the Fixtures, and the Personal Property in good condition and repair.
b. Purchaser shall be entitled to make all inspections or investigations desired by Purchaser with respect to the Property or any portion thereof, and shall have complete physical access to the Property, which access shall occur at such times and in such manner so as to not unreasonably interfere with Seller's business operations or constitute a safety hazard, as reasonably determined by Seller.
c. Seller shall cause to be maintained in full force and effect fire and extended coverage insurance upon the Property and public liability insurance with respect to damage or injury to persons or property occurring on or relating to operation of the Property in commercially reasonable amounts.
d. Seller shall pay when due all bills and expenses of the Property. Seller shall not voluntarily enter into or assume any new Business Agreements with regard to the Property which are in addition to or different from those furnished and disclosed to Purchaser and reviewed and approved pursuant to Section 4. 1.
e. Seller shall not create or voluntarily permit to be created any liens, easements or other conditions affecting any portion of the Property or the uses thereof without the prior written consent of Purchaser.
f. Seller will pay, as and when due, all interest and principal and all other charges payable under any indebtedness of Seller secured by the Property from the date hereof until Closing, and will not suffer or permit any default or amend or modify the documents evidencing or securing any such indebtedness without the prior consent of Purchaser.
g. Seller will, subject to limitations provided by law with respect to privacy rights of inmates, give to Purchaser, its attorneys, accountants and other representatives, during normal business hours and as often as may be reasonably requested, full access to all books, records and files relating to the Property, so long as the same does not unreasonably interfere with Seller's business operations.
h. Seller shall not remove any Personal Property or Fixtures from the Land or Improvements without...
Covenants and Agreements of Seller. Seller shall have performed and complied in all material respects with all of the covenants and agreements hereunder required to be performed and complied with by Seller prior to the Closing.
Covenants and Agreements of Seller. Seller hereby covenants and agrees as follows
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser that from the Effective Date until the Closing Date:
a. From and after the Effective Date until the Closing Date, Seller shall continue the operation of the Contributed Entity and the Property as presently operated and in accordance with prudent business practices, and maintain the Property in its present condition, ordinary wear and tear excepted. Should any equipment, fixtures or services fail between the Effective Date and the Closing Date for which Seller is responsible, Seller shall be responsible for the repair or replacement of such equipment, fixtures or services with a unit of similar size and quality, or at Purchaser’s option, Seller shall give Purchaser a settlement statement credit for the cost of such repair or replacement. From and after the Effective Date until the Closing Date, Seller shall not knowingly violate or allow the violation of any applicable laws with respect to the Property and the Contributed Entity. From and after the Effective Date until the Closing Date, Seller shall do or cause to be done all things reasonably within its control to comply with any and all easements, grants, appurtenances, privileges and licenses encumbering the Property. Further, Seller agrees to pay, as and when due, whether on its own behalf or on behalf of the Contributed Entity, all costs and expenses which have accrued prior to the Closing Date on any encumbrances presently affecting the Property.
b. Seller shall notify Purchaser of any litigation, arbitration, administrative hearing or condemnation proceeding before any court or governmental agency concerning or affecting the Contributed Entity or the Property which is instituted or threatened after the Effective Date.
c. Seller shall not enter into any new lease agreement covering all or any portion of the Property or amend or terminate the Lease without the prior written consent of Purchaser.
d. Seller shall promptly deliver to Purchaser copies of any written notice received from Tenant of its election to vacate any leased premises or terminate the Lease or claiming a default under the Lease.
e. Seller shall not remove any of the Personal Property from the Property, unless Seller shall replace the removed items with similar items of comparable quality and utility.
f. Seller will not enter into any agreement or contract with respect to the Contributed Entity or the Property or amend any of the Service Contracts without the prior written consent of Purchaser....
Covenants and Agreements of Seller. Seller agrees that from the date hereof unless otherwise consented to by Buyer in writing, it will fulfill the following covenants and agreements:
Covenants and Agreements of Seller. Seller covenants and agrees with Purchaser that between the Effective Date and the Closing:
(a) It shall not dispose of any interest in the Premises; shall not grant, mortgage, pledge or subject to lien or other encumbrances any interest in the Premises; shall not enter into any leases or other agreements relating to the Premises that would affect the sale or survive the Closing; shall keep the Improvements and Personal Property insured for not less than full replacement value and maintain, preserve and keep all of the Improvements and Personal Property in good condition and repair, ordinary and reasonable wear and tear excepted; and shall maintain its general liability insurance in effect consistent with its normal conduct of business;
(b) It shall not take any action or fail to take any action that would cause the Premises not to conform with the provisions of this Agreement, would cause any statements set forth in this Agreement to be untrue or incorrect, or would otherwise cause Seller to be unable to perform its obligations under this Agreement.
Covenants and Agreements of Seller. (a) Seller’s Continued Performance under the Lease. Seller shall continue to perform in all material respects all of its obligations under the Lease consistent with the terms and conditions of the Lease, including development and construction of the Improvements. Seller shall keep Purchaser reasonably informed as to the status of Seller’s development and construction of the Improvements as and when reasonably request by Purchaser.
Covenants and Agreements of Seller. Seller covenants and agrees with Buyer as follows:
(a) Seller has made available to Buyer for examination all of Seller's title information, production information and other information relating to the Interests, including without limitation, accounting files, production files, land files, lease files, well files, division order files, contract files and marketing files, and, subject to the consent and cooperation of third parties, will cooperate with Buyer in Buyer's efforts to obtain, at Buyer's expense, such additional information relating to the Interests as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any confidentiality requirement or other contractual commitment of Seller to a third party.
(b) Seller has permitted Buyer's authorized representative , at Buyer's sole risk and expense, to conduct reasonable on-site inspections of the Interests, including, without limitation, environmental assessments.
(c) Except as otherwise consented to in writing by Buyer or provided in this Agreement, from the Effective Date of this Agreement to the Closing Date, to the extent Seller is the operator of any of the Interests, Seller has continued to operate the Interests in a good and workmanlike manner consistent with past practices. Seller will, in accordance with its normal business practice, pay or cause to be paid its proportionate share of all costs and expenses incurred in connection with such operations, and Seller has notified Buyer of ongoing activities and major capital expenditures in excess of $20,000 per activity, if any, conducted on the Interests
(d) Subject to Subsection (c) above, Seller has not: (i) abandoned any part of the Interests (except in the ordinary course of business or the abandonment of leases upon the expiration of their respective primary terms or if not capable of production in paying quantities, (ii) approved any operations on the Interests costing Buyer more than $20,000 per activity; (iii) conveyed or disposed of any part of the Interests (other than replacement of equipment or sale of hydrocarbons produced from the Interests in the regular course of business); (iv) entered into any "farm-out," "farm-in" or other similar contract affecting the Interests; (v) let lapse any insurance now in force with respect to the Interests; (vi) materially modified or terminated any contract material to the operation of the Interests, or (vii) authorized or proposed, or agreed...
Covenants and Agreements of Seller. From the execution of this Agreement to January 1, 2019, Seller shall (unless Buyer consents otherwise which shall not be unreasonably withheld), to the extent it has the Legal Right, own and/or operate the portion of the conveyed Assets which is then vested in Buyer but still held by Seller in the usual, regular and ordinary manner consistent with past practice, and use its commercially reasonable efforts to preserve its present business operations relating to such Assets. Without limiting the generality of the foregoing, until such time, Seller shall with respect to such Assets, to the extent it has the Legal Right:
(a) Comply in all material respects with all applicable Laws;
(b) Keep and maintain accurate books, records and accounts; and
(c) Maintain in full force and effect existing insurance policies and binders subject only to variations required by the ordinary course of business, or else obtain, prior to the lapse of any such policy or binder, substantially similar coverage with insurers of recognized standing.
