Covenants and Agreements of Seller Sample Clauses

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 covenants and agrees with Buyer as follows: (a) Upon execution of this Agreement, Seller will make available to Buyer for examination at Seller’s offices in Greenwood Village, Colorado, all 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 and Other Assets as Buyer may reasonably desire, to the extent in each case that Seller may do so without violating legal constraints or any obligation of confidence or other contractual commitment of Seller to a third party. (b) Seller shall permit Buyer’s authorized representative to conduct, at Buyer’s sole risk and expense, on-site inspections of the Interests, including inspections for the purpose of identifying environmental matters as provided in Article 6 below. Except as otherwise provided in this Agreement, Buyer shall indemnify and defend Seller from and against any and all losses arising from such inspections. Buyer may not conduct soil borings or laboratory analysis of soil or groundwater samples on or from the Interests without the prior consent of Seller. Prior to the Closing, Buyer shall not disclose any violations of Environmental Laws it discovers during its inspection to any third party, including governmental agencies, except as required by law and only then after giving Seller advance notice and an adequate opportunity to contest such disclosure. (c) During the period from the date of this Agreement to the Closing Date, Seller agrees, unless specifically waived by Buyer in writing, as follows: (i) Subject to the provisions of applicable operating and other agreements, Seller shall continue to operate and administer the Interests in a good and workmanlike manner consistent with its past practices, and shall carry on its business with respect to the Interests in substantially the same manner as before execution of this Agreement. Seller and CEI shall maintain in effect through the Closing Date all existing insurance policies covering the conduct of Seller’s and CEI’s business and risks associated with their respective assets. (ii) Seller shall, except for emergency action taken in the face of risk to life, pr...

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 insured for not less than full replacement value and maintain, preserve and keep all of the Improvements 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: (1) Within ten (10) business days following the Contract Date (the "Delivery Date"), Seller shall deliver or make available during the Inspection Period to Buyer the following items to the extent in Seller's possession or control (the "Ownership Documents") with respect to the Project: (1) Current Rent Roll, accounts receivable report, amortization of fees and commissions and operating statements for the Project, which shall set forth with respect to each Tenant the following; (1) the name and street or unit number of the Tenant; (2) the term of the Tenant's Lease, its commencement and expiration dates, any renewal terms or extensions and the base rent and percentage rent, if any, payable thereunder; (3) the amount of monthly base rent and the percentage amount of percentage rent, if any, payable by and portion of the Project=s CAM and real estate taxes and insurance premiums recoverable from each Tenant and any other payments for which such Tenant is liable; (4) amount of prepaid rent and the amount of refundable security and other deposits due under the Lease and held by Landlord; (5) the amount of any ongoing Lease commission obligations, if any, and to whom such commission is owed and copies of all brokerage commission agreements relating to the Leases; (6) any uncured defaults and the amounts of any unpaid rents, percentage rents, and other payments past due thereunder; (7) the amount of any offsets or credits against rental, if any; and (8) any concessions granted to the Tenant, including, without limitation, free rent, rental rebates or credits, lease take-over arrangements, cash payments, and moving allowances; (2) Copies of any engineering reports, soil reports or current certificates of occupancy for the Project; (3) A schedule setting forth property and liability insurance coverage on or affecting the Project and the current premiums therefor together with a brief summary of all claims made against the Project's insurance policies since January 1, 1996; (4) Copy of the most recent or current real estate and personal property tax bills or other documentation showing the amount of current real property taxes and the assessed value of the Project; (5) Copies of all existing service, maintenance, operations, and management and other contracts relating to the management, operation or maintenance of the Project (the "Service Contracts"), and any commission agreements affecting the Project; (6) Copies ...

Covenants and Agreements of Seller. Seller covenants to and with Purchaser between the Effective Date and the Closing Date as follows: