Seller’s Covenants Clause Samples

Seller’s Covenants. Section 4.01 Covenants of the Seller.......................................

Seller’s Covenants. Seller hereby covenants and agrees that, from and after the Effective Date until the Closing Date, unless otherwise approved in writing by Buyer, Seller shall continue to conduct its business only in the ordinary course of business consistent with past practice. Seller agrees without limitation to the foregoing, to: (a) not cause or consent to Manager taking any actions which would result in the failure to maintain the operation of the Hotel in a good and business-like manner and as required by applicable law; (b) not cause or consent to Manager taking any actions which would result in the failure to maintain Inventories at levels consistent with the normal operation of the Hotel; (c) not create or suffer any lien or encumbrance on the Hotel; (d) not cause or permit the removal of the Property except in the ordinary course of business; (e) except with respect to the Terminated Contracts, not modify, extend, renew, terminate, replace or otherwise change the terms, covenants or conditions of, or waive the performance of any other party under, any material contract or agreement affecting the Hotel, or enter into any new agreements affecting the Hotel, in each case without the prior written consent of Buyer; (f) not allow any Permits now in Seller’s name to be cancelled or otherwise expire; (g) keep all existing insurance coverage for the Hotel now maintained by Seller in full force and effect; (h) not (i) take, or cause or consent to Manager taking, any actions which would result in the modification, extension, renewal, termination, replacement or other change in the terms, covenants or conditions of, or waiver of the performance of any other party under, any Service Contracts (other than the Terminated Contracts, which shall be terminated at or prior to Closing) or equipment leases, or (ii) enter into, or cause or consent to Manager entering into, any new Service Contracts or equipment leases, unless (y) in the ordinary course of business and/or (z) to replace any Service Contract or equipment lease which expires prior to the Closing Date; (i) not cause or permit the modification, extension, renewal, termination, replacement or other change in the terms, covenants or conditions of, or waiver of the performance of any tenant under, any Lease, or enter into any new Leases; (j) use commercially reasonable efforts to cause the Manager to continue to collect Accounts Receivable prior to Closing; (k) except as otherwise permitted hereby, not knowingly take any act...

Seller’s Covenants. Section 4.01.

Seller’s Covenants. Seller shall have performed in all material respects all covenants and obligations required to be performed by Seller on or before the Closing Date.

Seller’s Covenants. Seller covenants that from the date of this Agreement until the closing: (i)

Seller’s Covenants. The Sellers covenant with the Buyer and admit and accept that:

Seller’s Covenants. On and after the date hereof through the Closing, except as otherwise consented to or approved by Buyer in writing or required by this Agreement, Seller shall: (a) Operate the Property and conduct or cause to be conducted its business in the regular and ordinary course, including the renewal and extension of Tenant Leases, consistent with past practices, and exercise reasonable efforts to preserve intact the operation of the Property. (b) Maintain and keep the Property in good condition and repair and in substantially the same condition as on the date hereof, with the exception of ordinary wear and tear and damage as a result of a casualty. (c) Except in the ordinary course of business and with respect to items of personal property that are no longer useful and have been replaced with items of equivalent value, not remove, sell, mortgage, pledge or otherwise encumber or dispose of any item of property, without the prior written consent of Buyer, which consent will not unreasonably withheld, delayed or conditioned. (d) Continue to maintain all insurance on the Property covering the risks and in the amounts of coverage in effect on the date hereof. (e) Duly observe and perform all material terms, conditions and requirements of the Tenant Leases, the Project Contracts, the Personal Property Leases, not knowingly do any act or omit to do any act, which will, upon the occurrence thereof or with the passage of time, cause a material breach or material default by Seller under any Tenant Lease, Project Contract or Personal Property Lease and continue to seek judicial and other appropriate relief with respect to any tenant breaches under the Tenant Leases, in accordance with Seller's past practices. (f) Not, without the Buyer's prior written consent which shall not be unreasonably withheld, delayed or conditioned (A) renew, amend or extend any Project Contract or Personal Property Lease or enter into or renew any contract or agreement pertaining to any item of Property unless such contract or agreement can be terminated at will without obligation after the Closing or (B) incur any mortgage indebtedness or other material indebtedness relating to the Property. (g) Not take, agree to take or affirmatively consent to the taking of any action in the conduct of the business of Seller, or otherwise, which would be contrary to or in breach of any of the terms or provisions of this Agreement or which would cause any representation of Seller contained herein to be or become ...

Seller’s Covenants. Seller hereby covenants as follows:

Seller’s Covenants. Seller covenants and agrees with Purchaser to take the following actions, at Seller's own expense, it being understood by the parties hereto that the following actions may be undertaken by Seller's designee: (a) Prior to each Transfer Date: (1) Seller shall inform all hazard, flood, earthquake, private mortgage and any other insurance companies and/or their agents providing insurance with respect to any related Mortgage Loan of the transfer and request a change in the loss payee mortgage endorsement clause to Purchaser's name. With respect to each related Mortgage Loan that is covered by a force placed insurance policy, Seller shall cause such policy to be canceled as of the related Transfer Date, and Purchaser shall cause such insurance to be provided by its force placed carrier as of such Transfer Date. On- each Transfer Date, Seller shall provide to Purchaser a list of all related Mortgage Loans covered by force placed insurance that will be canceled in connection with the transfer of the related Servicing Rights to Purchaser. (2) Seller shall cause its designee to obtain transferable life-of-loan real estate tax service contracts on all the related Mortgage Loans to the extent such contracts are not already in place, and shall assign and transfer all such contacts to Purchaser at no expense to Purchaser, provided that if Seller is unable, after using best efforts, to obtain such a contract, then Purchaser shall have the right to purchase such a contract at the Seller's cost; provided further that if Purchaser obtains a TransAmerica tax contract for a newly originated Mortgage Loan, the Purchaser shall be entitled to reimbursement from the Seller for no more than $50 for such contract on such Mortgage Loan. (3) Seller shall, no later than fifteen (15) days prior to the related Transfer Date, cause its Current Servicer to inform all Mortgagors of the change in servicer from Seller to Purchaser by written notice in accordance with applicable law; provided, however, the content and format of such letters shall have the prior approval of Purchaser. Seller shall promptly provide Purchaser with copies of all such notices. (4) Upon reasonable prior request by Purchaser, Seller shall permit review by Purchaser of Seller's servicing records and loan records on the premises of Seller during normal business hours. (5) Seller shall cause its designee to pay all private mortgage insurance premium , if any,, and all hazard, flood, earthquake and other insurance premi...