Interim Covenants definition

Interim Covenants. Until the Closing Date or the sooner termination of this Agreement: (a) Buyer and Seller acknowledge that the Property is currently unoccupied and that Seller is doing the minimum maintenance required pending the Closing. Notwithstanding the foregoing, Seller shall maintain the Property in the same manner as Seller maintained the Property prior to Seller's execution of this Agreement, pursuant to Seller's normal course of business, (such maintenance obligations not including extraordinary capital expenditures or expenditures not incurred in such normal course of business) subject to reasonable wear and tear and further subject to destruction by casualty or other events beyond the control of Seller. (b) Seller shall not enter into any additional service contracts, leases or other similar agreements without the prior consent of Buyer, except those deemed reasonably necessary by Seller which are cancelable on 30 days' notice. (c) Seller has not actively offered the Property for lease prior to Seller's execution of this Agreement, and pursuant to Seller's normal course of business, will not actively offer the Property for lease, but shall keep Buyer informed as to the status of leasing prior to the Closing Date. From and after the date hereof, Seller shall not enter into any new leases or material modifications of existing leases without the consent of Buyer in Buyer's sole discretion. Buyer shall also be permitted to market the Property for lease during the Escrow period. (d) Seller shall keep the Current Insurance (or insurance containing substantial similar coverage) in full force and effect. (e) Seller shall not remove any fixtures, equipment or personal property to be transferred to Buyer. (f) If prior to Closing, Seller discovers any information or facts which would materially change the representations and warranties of Seller contained in this Agreement, Seller shall reasonably promptly thereafter give notice to Buyer of such information or facts.
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Interim Covenants has the meaning given in Section 16.1(b), hereto.
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Examples of Interim Covenants in a sentence

  • Except for Losses arising from breach of Sections 4.1, 4.2 and 4.4, Buyer shall not have liability for Buyer’s breach of representations and warranties under Section 7.2(b)(i) and for breach of any of the Interim Covenants until the aggregate amount of Seller’s Losses attributable to indemnification claims under such section exceeds the Basket Amount; provided, however, that the Buyer shall be liable only for the amount by which all Losses exceed the Basket Amount.

  • Interim Covenants 7.2(a) Special Indemnities 8.2(g) Closing Conditions - Consents Exhibit Description A Employment Agreements B Net Working Capital C Performance Fee Sharing Agreement D Escrow Agreement E Seed Agreement Amendments F Amended and Restated Limited Liability Agreement of the Company PURCHASE AGREEMENT This PURCHASE AGREEMENT, dated as of September 16, 2015, is made by and among NEWSTAR FINANCIAL, INC., a Delaware Corporation (the “Buyer”), ▇▇▇▇▇▇ ▇.

  • Each member of the Group has good and valid title to all of the material tangible assets owned by it and reflected on the FRAHCL Balance Sheet, free and clear of all Liens (other than Permitted Liens), subject to any dispositions of assets since the date of the FRAHCL Balance Sheet in the ordinary course of business consistent with past practice and, during the Pre-Closing Period, in accordance with Section 6.1 (Group Interim Covenants).

  • Atara shall not be liable for a breach of its representations and warranties at the Effective Date if such facts occurred between the Execution Date and the HSR Clearance Date and are not attributable to a breach by ▇▇▇▇▇ of the Interim Covenants.

  • Since the signing of the NEA, the Group Companies have been in compliance with the Interim Covenants as listed in Section 3.1 and Section 3.2 of the NEA.

  • The maximum amount of all indemnifiable Losses in the aggregate for which the Seller may be liable pursuant to Section 9.2 in respect of the Specified Interim Covenants (excluding, for the avoidance of doubt, any recovery against the R&W Insurance Policy) shall be Eight Million Seven Hundred Fifty Thousand Dollars ($8,750,000).

  • No member of the Group has taken any action during the period from March 29, 2014 through the date of this Agreement that would have been prohibited by Section 6.1 (Group Interim Covenants) or Section 10.3 (Interim Tax Covenants) if such action had been taken during the period from the date hereof through the Closing Date.

  • Interim Covenants 7.2(a) Special Indemnities 8.2(g) Closing Conditions - Consents A Employment Agreements B Net Working Capital C Performance Fee Sharing Agreement D Escrow Agreement E Seed Agreement Amendments F Amended and Restated Limited Liability Agreement of the Company This PURCHASE AGREEMENT, dated as of September 16, 2015, is made by and among NEWSTAR FINANCIAL, INC., a Delaware Corporation (the “Buyer”), A▇▇▇▇▇ ▇.

Related to Interim Covenants

  • Covenants means the covenants set forth in Section 4 of this Agreement.

  • Negative Covenants means any negative or similar restrictive covenant (including, without limitation, under Article 7) made by the Borrowers in this Agreement or in any other Loan Document.

  • Affirmative Covenants The following affirmative covenants, among others, if any, to be negotiated in the Senior Facilities Documentation, will apply (to be applicable to the Borrower and its restricted subsidiaries), subject to customary (consistent with the Documentation Precedent) and other baskets, exceptions and qualifications to be agreed upon: maintenance of corporate existence and rights; performance and payment of obligations; delivery of annual and quarterly consolidated financial statements (accompanied by customary management discussion and analysis and (annually) by an audit opinion from nationally recognized auditors that is not subject to any qualification as to scope of such audit or going concern) (other than solely with respect to, or resulting solely from an upcoming maturity date under any series of indebtedness occurring within one year from the time such opinion is delivered) (with extended time periods to be agreed for delivery of the first annual and certain quarterly financial statements to be delivered after the Closing Date) and an annual budget (it being understood that the public REIT reporting that includes the Borrower shall satisfy the Borrower’s reporting obligations so long as it includes a consolidating income statement and balance sheet for the Borrower); delivery of notices of default and material adverse litigation, ERISA events and material adverse change; maintenance of properties in good working order; maintenance of books and records; maintenance of customary insurance; commercially reasonable efforts to maintain ratings (but not a specific rating); compliance with laws; inspection of books and properties; environmental; additional guarantors and additional collateral (subject to limitations set forth under the captions “Guarantees” and “Security”); further assurances in respect of collateral matters; use of proceeds; and payment of taxes.

  • Transfer fee covenant means a declaration or covenant purporting to affect real property which requires or purports to require the payment of a transfer fee to the declarant or other person specified in the covenant or declaration, or to their successors or assigns, upon a subsequent transfer of an interest in the real property.

  • Maintenance Covenant A covenant by any borrower to comply with one or more financial covenants (including without limitation any covenant relating to a borrowing base, asset valuation or similar asset-based requirement) during each reporting period, that exists regardless of whether or not such borrower has taken any specified action and includes a covenant that applies only when the related loan is funded.