Acquirors Covenants Sample Clauses
Acquirors Covenants. From and after the date hereof and until the Effective Time, Acquiror hereby covenants and agrees with First Kansas as follows:
Acquirors Covenants. 37 Section 5.5 Survival/Limitations/Joinder . . . . . . . . . .41 ARTICLE
Acquirors Covenants. Acquiror hereby covenants and agrees as follows, all of which covenants (except SECTION 5.4(A)) shall survive the Closing of the transaction contemplated by this Agreement and the filing of the Deed for record:
(a) Acquiror hereby covenants and agrees to use reasonable good faith efforts to cooperate with Contributor in obtaining the consent of the Assumed Indebtedness Lender to the transfer of the Property to Acquiror subject to the Assumed Loan Documents and Acquiror's assumption of the Assumed Indebtedness. The aforesaid cooperation shall include, without limitation, Acquiror's prompt delivery of information, documents, financial statements and the like reasonably requested by the Assumed Indebtedness Lender and Acquiror's compliance with any conditions or requirements reasonably imposed or requested by the Assumed Indebtedness Lender in connection with such Assumed Indebtedness Lender's consent. Acquiror shall pay one-half (1/2) of the Assumed Indebtedness Lender's transfer/assumption fees, and other costs of the Assumed Indebtedness Lender pertaining thereto, if any.
(b) As to obligations which arise and accrue from and after the Closing Date with respect to which Contributor or any of the general partners of Contributor may be liable, but for this assumption, Acquiror shall (i) pay as and when the same become due and payable, all payments to be made under the Assumed Loan Documents, (ii) comply in all respects with all terms and provisions of the Assumed Loan Documents, and (iii) not cause or permit a default under any of the Assumed Loan Documents. Without limiting the foregoing, Acquiror shall take no action that could result in, and shall not fail to take any action that could prevent or avoid, any liability, damage, loss, cost or expense to the Contributor or the Contributor Related Parties, or the assertion of any claims, demands or causes of action against the Contributor or the Contributor Related Parties, under the Assumed Loan Documents or with respect to the Assumed Indebtedness.
(c) Acquiror shall indemnify, protect, defend and hold the Contributor and the Contributor Related Parties harmless from and against, any and all claims, demands, losses, damages, liabilities, causes of action, liens, costs and expenses (excluding punitive and consequential damages) including, without limitation, reasonable attorneys' fees and costs (to the extent permitted by law), directly or indirectly related to, arising out of or in any manner connected with (...
Acquirors Covenants