COVENANTS OF SELLERS PENDING CLOSING Sample Clauses
The "Covenants of Sellers Pending Closing" clause sets out the obligations and restrictions that sellers must adhere to between signing a purchase agreement and the actual closing of the transaction. Typically, this clause requires sellers to operate the business in the ordinary course, refrain from making significant changes, and maintain the value of the assets being sold. For example, sellers may be prohibited from incurring new debts, selling key assets, or entering into unusual contracts without the buyer's consent. The core function of this clause is to preserve the status and value of the business or assets during the interim period, ensuring that the buyer receives what was agreed upon at closing and mitigating the risk of adverse changes before the transaction is finalized.
COVENANTS OF SELLERS PENDING CLOSING. Sellers covenant and agree with Buyer that from and after the date of this Agreement and until the Closing, Sellers will cause the Companies to conduct their business and that of Sycamore and NE 23rd in strict compliance with the following provisions and limitations:
COVENANTS OF SELLERS PENDING CLOSING a) From and after the Original Effective Date through the Closing Date, Sellers shall not, except as set forth as Schedule 6.4 attached hereto: (i) modify, cancel, extend or otherwise change in any manner the terms and provisions of the Leases (but the foregoing shall not prevent a Seller, as landlord, from accepting any notice of extension, cancellation or other action received from a Tenant pursuant to a right set forth in its Lease); (ii) enter into any contracts for services or otherwise that may be binding upon any of the Properties following Closing or upon Buyer; (iii) grant any easements on any of the Properties; or (iv) enter into any new leases of space in any of the Properties; in each instance without the express prior written consent of Buyer, which consent shall not be unreasonably withheld, conditioned or delayed. Buyer agrees to deliver to the Applicable Seller such consent or refusal of consent, in writing (and in the event Buyer refuses consent, Buyer shall include with such written refusal, with reasonable specificity, Buyer’s reasons for refusing consent), within three (3) business days after receipt of a written request from the Applicable Seller seeking any such consent. In the event Buyer fails to deliver to the Applicable Seller such consent or refusal of consent (including Buyer’s reasons therefor), in writing, within three (3) business days after receipt of a written request from the Applicable Seller, Buyer shall be deemed to have consented, in all respects, to any and all matters set forth in the written request from such Seller.
b) From the Original Effective Date through the Closing Date, each Seller shall continue to operate the Property in substantially the same manner as such Seller has prior to the Original Effective Date including, without limitation, maintaining the current insurance policies on each Property (or replace such insurance policies with reasonably comparable policies).
c) From the Original Effective Date through the Closing Date, each Seller shall promptly deliver to Buyer a copy of any material written notice issued or received by any Seller under the Ground Lease, Leases, Solar Leases, Cable Agreements, or Temporary Occupancy and Ancillary Agreements; provided, however, that Great Northern Seller shall not be required to provide such delivery for the Contracts for ▇▇▇▇ ▇.
d) Prior to the Closing Date: (i) Wrangleboro Seller shall use commercially reasonable efforts to have the Wrangleboro Property released...
COVENANTS OF SELLERS PENDING CLOSING. (a) From and after the date of execution of this Agreement and until the Closing, except as otherwise consented to by Buyer in writing and the constraints of applicable operating and other agreements, Sellers shall operate, manage, and administer the Assets in a good and workmanlike manner consistent with their past practices, and shall carry on their business with respect to the Assets in substantially the same manner as before execution of this Agreement. Sellers shall use commercially reasonable efforts to preserve in full force and effect all Leases, operating agreements, easements, rights-of-way, permits, licenses, and agreements which relate to the Assets in which Sellers own an interest, and shall perform all obligations of Sellers in or under all such agreements relating to the Assets. Sellers shall, except for emergency action taken in the face of serious risk to life, property, or the environment, or in order to maintain any Seller's interest in any Lease (i) submit to Buyer, for prior written approval, such approval not to be unreasonably withheld, all requests for operating or capital expenditures which require the submission of an AFE under the applicable operating agreement and all proposed contracts and agreements relating to the Assets which involve individual commitments of more than $100,000.00 (one hundred thousand dollars); (ii) consult with, inform, and advise Buyer regarding all material matters concerning the operation, management, and administration of the Assets, and (iii) obtain Buyer's written approval, such approval not to be unreasonably withheld, prior to voting on any material matter under any operating, unit, joint venture, partnership, or similar agreement. Buyer hereby approves the operating and capital expenditures incurred by Sellers from the Effective Time through the date of this Agreement, as such capital expenditures are shown on Schedule 9.1(a).
(b) Sellers shall promptly notify Buyer of any suit, lessor demand, action, or other proceeding before any court, arbitrator, or governmental agency and any cause of action or any threat of any such suit, demand, action, proceeding or cause of action which relates to the Assets or which might result in impairment or loss of Sellers' interest in any portion of the Assets or which might hinder or impede the operation of the Assets.
COVENANTS OF SELLERS PENDING CLOSING. RBSLC and Sellers covenant and agree that, from the date of this Agreement to and including the Closing Date, subject to the provisions of this Agreement, they will take, or refrain from taking, the following actions:
COVENANTS OF SELLERS PENDING CLOSING