Common use of Conduct Pending Closing Clause in Contracts

Conduct Pending Closing. (a) Seller covenants and agrees that, from the date hereof (except as otherwise set forth below) to the Closing Date: (i) Seller will cooperate with Purchaser in permitting Purchaser’s respective authorized representatives to review and copy any and all Resident Agreements, records, books, contracts, and commitments relating to the Property, and permit Purchaser and its authorized representatives free access to the Property upon prior notice to Seller or its representatives, subject to rights of the residents under their Resident Agreements. (ii) Seller will use reasonable efforts to preserve for Purchaser the goodwill of Seller’s residents and others having business relations with the Property. (iii) Seller will operate, maintain and manage the Property consistent with the manner in which Seller has operated, maintained and managed the Property. (iv) Seller will perform and pay all of its obligations in the normal course of business so as not be to in material default with respect thereto, and shall maintain and keep in effect all insurance policies covering the Property. (v) Seller agrees that Seller will not enter into any agreement affecting the Property without first obtaining Purchaser’s prior written consent (not to be unreasonably withheld), except Seller has the right to enter into Resident Agreements with respect to any rooms constituting the Property in the normal course of business for a term of not more than thirty (30) days and for a monthly rental rate not less than the applicable Medicaid rate for a semi-private room. (vi) Seller shall promptly deliver to Purchaser any correspondence or other documents received by Seller related to the real estate tax assessment of the Property. (vii) Seller shall file all cost and other reports required to be filed pursuant to the Medicare and Medicaid programs, accurately and on or prior to their due dates.