Special Covenants of Seller Sample Clauses

Special Covenants of Seller. In addition to all other covenants of Seller made herein, Seller hereby covenants and agrees as follows:
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Special Covenants of Seller. Between the Effective Date and the Closing Date (except as otherwise provided herein), Seller covenants and agrees that Seller shall (a) maintain and manage the Property in the manner that Seller is currently maintaining and managing the Property, reasonable wear and tear excepted; (b) not offer the Property for sale publicly or otherwise solicit, make, pursue, negotiate or accept offers for the sale of the Property to or from any party; (c) not transfer the Property or any interest or right therein, (d) after the expiration of the Due Diligence Period, not execute or consent to the execution of any Lease or other agreement granting third party rights to occupancy or possession of any portion of the Property, amend or terminate any Lease or apply security deposits under any Lease without the prior written consent of Buyer, which consent may be withheld in Buyer’s sole discretion, (e) deliver to Buyer each and every material notice or communication Seller receives in writing from any governmental authority pertaining to the ownership of the Property, promptly following Seller’s actual receipt of the same; and (f) fully perform the material obligations of the lessor under the Leases (including payment of all tenant improvement allowances and leasing commissions due prior to the Closing Date unless otherwise approved by Buyer) and promptly notify Buyer of any and all defaults of which Seller has actual knowledge of by the tenants under the Leases. SELLER: BUYER: XX XXXXXXXX PLACE CORP., a HARVARD PROPERTY TRUST, LLC, a Delaware corporation Delaware limited liability company By: By: Name: Name: Title: Its: Date of Seller’s signature: October 23, 2006 Date of Buyer’s Signature: October 23, 2006 ESCROW AGENT: CHICAGO TITLE COMPANY By: Name: Title: EXHIBIT A LEGAL DESCRIPTION OF LAND All that certain 6.4385 acres (280,459 square feet) of land being a portion of that certain called 10.2164 acre tract described in the deed dated December 5, 2005, from XX Xxxxxxxx, L.P. to XX Xxxxxxxx Place Corp., filed for record under Clerk File No. X247398, Film Code No. 000-00-0000, of the Official Public Records of Real Property of Xxxxxx County, Texas and also being out of Thornwood One, Restricted Reserve “A”, according to the plat thereof recorded in Volume 313, Page 13, of the Map Records of Xxxxxx County, Texas and also being out of Thornwood One, Restricted Reserve “C”, according to the plat thereof recorded in Volume 332, Page 148, of the Map Records of Xxxxxx County, Te...
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Special Covenants of Seller. Seller hereby makes the following representations and warranties to Buyer as of the Effective Date:
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Special Covenants of Seller. At Closing, Seller will lease its --------------------------- Xxxxxx City office (which is contained in the Excluded Assets) to Buyer on a month to month basis for $1,000 per month for a period determined by Buyer not exceeding three months. In addition, Seller leases the premises occupied by Seller in Rantoul, Illinois, on a month-to-month basis and will renew this lease for a one-year term on terms mutually acceptable to Buyer and Seller.
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Special Covenants of Seller. (a) Upon the signing hereof, Seller is delivering to Buyer (i) written evidence of the agreement of Steel Partners II, L.P. ("Steel Partners") to vote in favor of the transactions contemplated by this Agreement and of Steel Partners' approval of the WNIM Agreement and (ii) an instrument pursuant to which Steel Partners waives any provision of any agreement between Seller and Steel Partners including, without limitation, Sections 9(v) and 9(vi), if applicable, of that certain letter agreement dated April 27, 1994, which gives Steel Partners any rights with respect to or upon the execution, delivery or performance by Seller, or limits or otherwise affects or relates to the execution, delivery or performance by Seller of this Agreement or the WNIM Agreement.
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Special Covenants of Seller 
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Related to Special Covenants of Seller

  • Negative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller shall not without the prior written consent of Buyer:

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants of Sellers Sellers agree that:

  • Affirmative Covenants of Seller On and as of the date hereof and each Purchase Date and until this Agreement is no longer in force with respect to any Transaction, Seller covenants that:

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Additional Covenants of the Seller The Seller hereby covenants and agrees with the Depositor as follows:

  • Additional Covenants of the Parties In addition to the foregoing, the parties covenant and agree as follows:

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

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