Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company and its Representatives to, (a) afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") reasonable access to each Acquired Company's personnel, properties, contracts, books and records, and other documents and data, (b) furnish Buyer and Buyer's Advisors with copies of all such contracts, books and records, and other existing documents and data as Buyer may reasonably request, and (c) furnish Buyer and Buyer's Advisors with such additional financial, operating, and other data and information as Buyer may reasonably request.
Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION
Covenants of Seller Prior to Closing Date. Seller hereby covenants and agrees that between the date of this Agreement and the Closing Date:
Covenants of Seller Prior to Closing Date. A. Access and Investigation. Between the date of this Agreement and the Closing Date, Seller will (and the General Partner will cause Seller to): (a) afford Buyer and its representatives and prospective Financing Sources and their representatives (collectively, "Buyer's Advisors") full and free access to Seller's personnel, properties, Contracts, books and records, financial and operating data and other information and documents pertaining to the Acquisition Assets and the Business, (b) furnish Buyer and Buyer's Advisors with copies of all such Contracts, books and records, and other existing documents and data as Buyer may reasonably request, (c) furnish Buyer and Buyer's Advisors with such additional financial, operating and other relevant data and information as Buyer may reasonably request, and (d) otherwise cooperate and assist, to the extent reasonably requested by Buyer, with Buyer's investigation of the properties, assets and financial condition of Seller, the Acquisition Assets and the Business. Seller shall cause its accountants to cooperate with Buyer and to disclose the results of audits and financial statement reviews relating to Seller and/or to the Facility and to produce the work papers relating thereto. No such investigation by Buyer or its representatives shall affect any of the Seller's representations and warranties in this Agreement or Buyer's right to rely thereon. Buyer shall conduct its investigation hereunder in such manner as will not cause any unreasonable disruption to the business of the Facility.
Covenants of Seller Prior to Closing Date. 5.1 OPERATION OF THE BUSINESS OF THE COMPANY Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company to:
Covenants of Seller Prior to Closing Date. 8.1 Modifications to Applicable Contracts, Tenant Leases, or Governmental Authorizations.
Covenants of Seller Prior to Closing Date. (a) During the period from the Effective Date to the Closing, Seller shall direct the Manager and Operating Lessee to operate, maintain and repair the Asset substantially in accordance with (i) past practices by Seller, the Manager and Operating Lessee, and (ii) the Management Agreement and Material Agreements.
Covenants of Seller Prior to Closing Date. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company and its Representatives to afford Buyer and its Representatives and prospective lenders and their Representatives (collectively, "Buyer's Advisors") full and free access to the Company's personnel, properties, contracts, books and records, and other documents and data.
Covenants of Seller Prior to Closing Date. 5.1 Access to Materials. Prior to the Schedule Delivery Date, Seller will furnish to Buyers all information required to be furnished pursuant to Section 3.7(j). Between the Schedule Delivery Date and the Closing Date (or such earlier date upon which the applicable Purchase Option Opportunity has been declined, expired or is no longer in effect, or when the Agreement has terminated) (such period, the “Applicable Diligence Period”), upon reasonable advance notice, Seller will (a) afford Buyers and their Representatives (and the Qualified Appraiser) full and complete access during normal business hours to the Facility and to Seller’s personnel, Assumed Contracts, Transferred Permits, Books and Records, properties and other documents and data (provided that Buyers shall observe, and shall cause its Representatives to observe, all of Seller’s security protocols), (b) furnish Buyers and Buyers’ Representatives (and the Qualified Appraiser) with copies of all such Assumed Contracts, Transferred Permits, Books and Records, and other existing documents and data in Seller’s possession or to which Seller has access with respect to the Facility or pertaining to the design of the Facility (including, without limitation, design schematics, blueprints or other similar documents) and other Facility Assets as any Buyer or the Qualified Appraiser may reasonably request, and (c) furnish Buyers and their Representatives (and the Qualified Appraiser) with such additional financial, operating, and other data and information of or pertaining to the Business in Seller’s possession or to which Seller has access as any Buyer and its representatives (and the Qualified Appraiser) may reasonably request (all such Assumed Contracts, Transferred Permits, Books and Records, documents, data and information required to be furnished by Seller under this Section 5.1 shall -18- #4811-9039-0041v4 hereinafter be referred to as “Provided Materials”). Buyers shall have the right to diligently review the Provided Materials. To the extent any Provided Materials are (i) subject to confidentiality, non-disclosure or similar agreements in favor of third parties whose consent to disclose cannot be obtained by the Closing (ii) legally-privileged information of Seller, or (iii) concerning any alleged dispute or pending litigation, investigation or Proceeding involving Seller or its Affiliates that is protected by or subject to the attorney-client privilege, or (iv) restricted by an agreement entered into...
Covenants of Seller Prior to Closing Date. Seller, as of the date of this Amendment, hereby confirms its compliance with the Covenants set forth in ARTICLE 5 of the Agreement to the date of this Amendment, and restates the covenants set forth therein effective as of the date of this Amendment, with the exception that when used therein, the term “Acquired Companies” or “each Acquired Company” refers only to GSE and GSS or, if there will be two Closings, GSE or GSS, as applicable.
