Covenants of the Seller Prior to Closing. From the date hereof until Closing or earlier termination of this Agreement, the Seller or the Seller’s agents shall:
Covenants of the Seller Prior to Closing. From the date hereof until Closing or earlier termination of this Agreement:
Covenants of the Seller Prior to Closing. From the Effective Date until Closing, the Seller shall continue to operate, maintain and repair the Real Property and Personal Property in its ordinary course of business, but shall (a) not take any of the following actions after the Effective Date without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole and absolute discretion: (i) amend or modify any Contracts in any manner, unless any such Contracts as amended may be terminated without cost or penalty upon thirty (30) days’ prior written notice, (ii) sell or transfer the Real Property, the Personal Property or any portion thereof, or alter, amend or initiate any change with respect to the zoning classification of the Real Property, or enter into any easements, restrictive covenants, agreements or other documents of record that would affect the Buyer’s title to the Property, (iii) remove or permit the removal from the Real Property of any fixtures or any material portion of the items of Personal Property included in the Property except when replaced with items of equal or greater quality, (iv) enter into or modify any Leases, except that Seller may enter into the TEGNA Lease pursuant to Section 18 and Seller may enter into the SpinCo Lease Amendment (as defined in Section 19) pursuant to Section 19, (v) list the Property with any broker or otherwise actively solicit or make or accept any offers to sell the Property or enter into any contracts or agreements regarding any disposition of the Property or sell, grant or transfer any interest in the Property, except for the disposition of items of Personal Property as permitted by Section 14(a)(iii) above; (b) provide Buyer with copies of any written notices that are received by Seller, CBRE or Seller’s counsel between the Effective Date and the Closing Date with respect to (i) any special assessments or proposed increases in the valuation of the Property, (ii) any condemnation or eminent domain proceedings affecting the Property, or (iii) any violation of any environmental law or any zoning, health, fire, safety or other law, regulation or code applicable to the Property; (c) advise Buyer promptly of any litigation, arbitration proceeding or administrative hearing of which Seller, CBRE or Seller’s counsel receives written notice, whether instituted or threatened, and that concerns or affects the Property in any manner and that is instituted or threatened after the Effective Date; (d) maintain Seller’s exist...
Covenants of the Seller Prior to Closing
