PARTIES TO PROVIDE PURCHASER WITH PROMPT NOTICE AND COPIES OF ALL NEW RESIDENT
AGREEMENTS, RESIDENT AGREEMENT AMENDMENTS AND RESIDENT AGREEMENT EXTENSIONS
("NEW RESIDENT AGREEMENTS") AND RESIDENT AGREEMENT TERMINATIONS OCCURRING DURING
THE CONTRACT PERIOD.
SELLER WILL NOT AND WILL NOT PERMIT ANY APPLICABLE SELLER
PARTY TO ENTER INTO ANY NEW RESIDENT AGREEMENTS FOR LESS THAN MARKET RENT.
ANY
NEW RESIDENT AGREEMENTS SHALL BE ON THE STANDARD FORM RESIDENT AGREEMENT AND
SHALL NOT CONTAIN FREE RENT OR OTHER CONCESSIONS EXCEPT AS OTHERWISE APPROVED BY
PURCHASER IN WRITING IN ITS SOLE DISCRETION.
SELLER WILL NOT AND WILL NOT
PERMIT ANY SELLER PARTY TO TERMINATE ANY RESIDENT AGREEMENT, EXCEPT IN THE
ORDINARY COURSE OF BUSINESS CONSISTENT WITH SUCH SELLER PARTY'S PAST PRACTICES.
SELLER WILL NOT PERMIT ANY SELLER PARTY TO RELOCATE ANY RESIDENT FROM ANY
FACILITY OR SOLICIT ANY RESIDENT INDIVIDUALLY OR GENERALLY TO RELOCATE FROM THE
FACILITIES, IN EITHER CASE WITHOUT THE PRIOR WRITTEN CONSENT OF PURCHASER WHICH
MAY BE WITHHELD IN PURCHASER'S SOLE DISCRETION.
FROM AND AFTER THE DATE HEREOF,
SELLER WILL NOT AND WILL NOT PERMIT ANY APPLICABLE SELLER PARTY TO ENTER INTO
ANY CONTRACT (OTHER THAN NEW RESIDENT AGREEMENTS, RESIDENT AGREEMENT AMENDMENTS
AND RESIDENT AGREEMENT TERMINATIONS AS PROVIDED ABOVE) THAT WILL BE AN
OBLIGATION AFFECTING THE PROPERTY SUBSEQUENT TO THE CLOSING DATE EXCEPT FOR
CONTRACTS ENTERED INTO IN THE ORDINARY COURSE OF BUSINESS THAT ARE TERMINABLE
WITHOUT CAUSE AND WITHOUT PAYMENT OF A PENALTY ON NOT MORE THAN 30-DAYS' NOTICE.
(C)
PERSONAL PROPERTY.
SELLER WILL NOT AND WILL NOT PERMIT ANY SELLER
PARTY TO REMOVE ANY PERSONAL PROPERTY FROM THE REAL PROPERTY EXCEPT AS MAY BE
REQUIRED FOR NECESSARY
31
REPAIR OR REPLACEMENT, AND IN THE EVENT OF SUCH REPLACEMENT, THE REPLACEMENT
SHALL BE OF EQUAL OR BETTER QUALITY AND QUANTITY AS EXISTED AS OF THE TIME OF
ITS REMOVAL.
(D)
COOPERATION.
SELLER SHALL NOT TAKE, AND SHALL ENSURE THAT NONE OF
SELLER'S AFFILIATES (AS SUCH TERM IS USED IN THE BANKRUPTCY CODE) TAKE, ANY
ACTION OR FAIL TO TAKE ANY ACTION, WHICH ACTION OR FAILURE TO ACT WOULD
REASONABLY BE EXPECTED TO (I) PREVENT OR IMPEDE THE CONSUMMATION OF THE
TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT IN ACCORDANCE WITH THE TERMS OF THIS
AGREEMENT, OR (II) RESULT IN (A) THE REVERSAL, AVOIDANCE, REVOCATION, VACATING
OR MODIFICATION (IN ANY MANNER THAT WOULD REASONABLY BE EXPECTED TO MATERIALLY
AND ADVERSELY AFFECT PURCHASER'S RIGHTS HEREUNDER) OR (B) THE ENTRY OF A STAY
PENDING APPEAL WITH RESPECT TO THE PROCEDURES ORDER OR THE SALE ORDER.
SELLER
WILL AND WILL CAUSE THE APPLICABLE SELLER PARTIES TO REASONABLY COOPERATE WITH
PURCHASER IN ORDER TO EFFECT A SMOOTH TRANSITION OF THE OPERATIONS AT THE
FACILITIES TO PURCHASER.
(E)
SELLER SHALL PROMPTLY NOTIFY PURCHASER OF ANY MATERIAL CHANGE IN
ANY CONDITION WITH RESPECT TO THE PROPERTY OR ANY FACILITY OR OF ANY EVENT OR
CIRCUMSTANCE WHICH MAKES ANY REPRESENTATION OR WARRANTY OF SELLER UNDER THIS
AGREEMENT UNTRUE OR MISLEADING.
16.
POST CLOSING OBLIGATIONS.
ALL OF THE FOLLOWING OBLIGATIONS,
DUTIES, PROVISIONS AND AGREEMENTS SHALL SURVIVE CLOSING.
(A)
RECORDS.