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Hook : 387� Page: 504 <br /> b. Until the Closing Date, Seller will not (i) enter into any further <br /> agreements or contracts relating to any of the Purchased assets without Buyer's <br /> prior written approval, other than contracts entered into in the ordinary course of <br /> business by Horve or (ii) terminate the Management Agreement. <br /> c. Until the Closing Date, Seller (i) shall not sell, encumber or grant <br /> any interest in any of the Purchased Assets or any part thereof or the real estate; <br /> or (ii) shall not otherwise knowingly perform or knowingly permit any act which <br /> would have a material adverse effect on Buyer's interest under this Agreement or <br /> in any of the Seller's full performance of its obligations hereunder. <br /> 12. Conditions Precedent to Buyer's Obligations. All obligations of <br /> Buyer under this Agreement are subject, at the option of Buyer, to the fulfillment, <br /> prior to or at the Closing Date, of each of the following conditions: <br /> a. Issuance of the Title Commitment as provided for in paragraph 5 of <br /> this Agreement in the amount of$5,500,000.00. <br /> b. All licenses, permits and governmental approvals necessary to <br /> operate the Hotel and occupy the Real Estate in compliance with all applicable <br /> laws (including business, health or other permits necessary for the operation of <br /> the Hotel) shall have been obtained by Buyer. <br /> 13. Notices. <br /> All notices, demands and requests that are required or allowed to <br /> be given by either party shall be in writing and shall be personally delivered or <br /> sent by certified mail, postage prepaid, to the address as set forth below or to <br /> such other address as either party may subsequently designate in writing: <br /> 9 <br />