Covenants of Sellers and Purchaser. 6.1. Conduct of the Business Prior to Closing. Except (i) as expressly permitted by this Agreement, (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement until the Closing, Sellers shall, and shall cause each of the Transferred Subsidiaries to, using commercially reasonable efforts: (w) conduct their business, (x) comply in all material respects with all applicable Laws and, subject to any change permitted pursuant Section 6.1 and the provisions of the Bankruptcy Code, and the requirements of all Material Contracts, (y) maintain and preserve intact its business organization and the goodwill of those having business relationships with it and retain the services of its present officers and key employees, in each case, to the end that its goodwill and ongoing business shall be unimpaired at the Closing and (z) keep in full force and effect all material insurance policies as identified in Schedule 6.1 maintained by Sellers and the Transferred Subsidiaries. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement (ii) as disclosed in Section 6.1 of the Disclosure Schedule, (iii) with the written consent of Purchaser (which shall not be unreasonably withheld or delayed) or (iv) as required by applicable Law, during the period from the date of this Agreement to the Closing:
Covenants of Sellers and Purchaser. Sellers and Purchaser hereto agree that:
Covenants of Sellers and Purchaser. Sellers, jointly and severally, shall, and shall cause the Acquired Entities to, comply with their respective covenants set forth below; and Purchaser, jointly and severally, shall comply with the covenants of Purchaser set forth below.
Covenants of Sellers and Purchaser. (a) Reasonable Best Efforts to Satisfy Conditions. The parties shall use their reasonable best efforts and fully cooperate to bring about the fulfilment of the Closing Conditions on the earliest possible date.
Covenants of Sellers and Purchaser. Sellers and Purchaser each covenant with the other as follows:
Covenants of Sellers and Purchaser. 39 Section 7.1 Further Assurances . . . . . . . . . . . . . . . . . . . .39 Section 7.2
Covenants of Sellers and Purchaser. 6.1 Operating Agreements/Occupancy Agreements/Leased Property Agreements/Off-Site Facility Agreements. Sellers shall not enter into any new Operating Agreements, Occupancy Agreements, Leased Property Agreements, or Off-Site Facility Agreements or any modifications to any such agreements except as required by the terms thereof, unless (a) any such agreement or modification will not bind Purchaser or the Property after the date of Closing or is subject to termination on not more than sixty (60) days notice without penalty or any other material out-of-pocket expense, or (b) Sellers have obtained Purchaser’s prior written consent to such agreement or modification, which consent (i) shall not be unreasonably withheld, conditioned or delayed prior to the expiration of the Study Period, and (ii) shall be in Purchaser’s sole and absolute discretion after the expiration of the Study Period, and shall be deemed given if, within (1) five (5) business days following Purchaser’s receipt of Sellers’ request if such request relates to the Hotel operations, or (2) ten (10) business days following Purchaser’s receipt of Sellers’ request if such request relates to the undeveloped Land, Purchaser fails to provide Sellers with (A) prior to the expiration of the Study Period, a reasonably detailed written description of the reason Purchaser withholds its consent and a statement of those changes, which, if made, would cause Purchaser to grant its consent, and (B) after the expiration of the Study Period, a written notice either granting its consent or objecting to such matter for which such consent was requested (clause (i) and (ii), as and when applicable, the “Approval Standard”). Sellers shall not enter into any union contract or other collective bargaining agreement without Purchaser’s consent, which may be granted or withheld in Purchaser’s sole and absolute discretion. Sellers shall make all commercially reasonable efforts to assist Purchaser in obtaining any required consents to the assignment to Purchaser of the Operating Agreements, Leased Property Agreements and Off-Site Facility Agreements; provided, however, Purchaser shall pay all fees, charges and expenses relating to such consents. Sellers may cancel any Operating Agreement, Occupancy Agreement, Leased Property Agreement, or Off-Site Facility Agreement at any time prior to the Closing with the prior written consent of Purchaser, which consent shall be subject to the Approval Standard so long as the termination wo...
Covenants of Sellers and Purchaser. (a) Each Seller and Purchaser hereby covenants and agrees that he or it shall use his or its best efforts to render their respective representations and warranties in this Agreement accurate as of the Closing Date, and shall refrain from taking any action that would render any of such representations and warranties inaccurate as of the Closing Date.
Covenants of Sellers and Purchaser
