breach of representation, warranty, covenant or agreement shall (if
curable) be cured by the Closing (or, if the Closing does not occur, by the date
set forth in Section 9.1), then such breach shall be considered not to have
occurred for all purposes of this Agreement.
SECTION 7.4
ASSIGNMENTS AND BILLS OF SALE.
On the Closing Date, Seller shall execute and deliver to Purchaser Assignments
and Bills of Sale in sufficient number of originals to facilitate recording in
each county in which the Properties are located and Assignments and Bills of
Sale necessary to convey to Purchaser all federal or state leases, if any, in
the form as prescribed by the applicable Governmental Body and otherwise
acceptable to Purchaser and Seller.
SECTION 7.5
PUBLIC ANNOUNCEMENTS.
Neither party shall make any press release, public announcement or public
disclosure regarding the existence of this Agreement, the contents hereof or the
transaction contemplated hereby until this Agreement has been signed by Seller
and Purchaser.
In such event, either party may make a press release, public
announcement or public disclosure regarding this Agreement after the form and
contents of the press release, public announcement or public disclosure have
been approved in writing by the other party.
In the event that the transaction
contemplated by this Agreement closes, either party may make a press release,
public announcement or public disclosure regarding this Agreement after the form
and contents of the press release, public announcement or public disclosure have
been approved in writing by the other party.
The foregoing provision shall not
restrict disclosures by Purchaser or Seller which are required by
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applicable securities or other Laws or regulations of the applicable rules of
any stock exchange having jurisdiction over the disclosing party or its
Affiliates.
SECTION 7.6
OPERATION OF BUSINESS PENDING CLOSING.
Prior to the Closing Date, Seller will (except as consented to in writing by
Purchaser or otherwise permitted under this Agreement):
(A)
OPERATE ITS BUSINESS IN THE ORDINARY COURSE OF
BUSINESS CONSISTENT WITH RECENT PAST PRACTICES, AND WILL USE REASONABLE EFFORTS
TO CAUSE THE OPERATOR OF ANY PROPERTY (IF NOT THE SELLER) TO OPERATE THE SAME IN
SUBSTANTIALLY THE SAME MANNER AS THEY HAVE BEEN OPERATED PREVIOUSLY;
(B)
NOT TERMINATE, MATERIALLY AMEND, OR EXTEND ANY
MATERIAL CONTRACTS OR LIENS AFFECTED THE PROPERTIES, OR ENTER INTO OR COMMIT TO
ENTER INTO ANY NEW MATERIAL CONTRACTS OR LIENS RELATING TO THE PROPERTIES, OR
SETTLE, COMPROMISE OR WAIVE ANY MATERIAL RIGHT RELATING TO THE PROPERTIES;
(C)
MAINTAIN INSURANCE COVERAGE ON THE PROPERTIES IN
AMOUNTS AND OF THE TYPES PRESENTLY IN FORCE;
(D)
USE REASONABLE EFFORTS TO (OR CAUSE THE OPERATOR TO,
IF SELLER IS NOT THE OPERATOR) MAINTAIN IN FULL FORCE AND EFFECT THE LEASES, AND
PAY ALL COSTS AND EXPENSES AND PERFORM ALL MATERIAL OBLIGATIONS OF THE OWNER OF
THE PROPERTIES PROMPTLY WHEN DUE;
(E)
USE REASONABLE EFFORTS TO (OR CAUSE THE OPERATOR
TO, IF SELLER IS NOT THE OPERATOR) TO MAINTAIN ALL PERMITS, NOT TRANSFER, SELL,
HYPOTHECATE, ENCUMBER, OR OTHERWISE DISPOSE OF