Buyers Post Closing Development Obligations Sample Clauses

Buyers Post Closing Development Obligations. A. Improvements to Combined Parcels; Proof of Investment. Within twenty-four
Sample 1
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Buyers Post Closing Development Obligations. A. Property Improvements; Proof of Investment. On or before the date that is Forty- Eight (48) months after the Closing Date (the “Projected Completion Date”), as such date may be extended pursuant to Section 13D, the Buyer will expend an amount not less than Eight Million Dollars ($8,000,000.00) on improvements to the site, as well as the cost of equipment and design, needed to redevelop the Property for the uses set forth herein including ground floor retail spaces and a minimum of thirty (30) apartments (“Property Improvements”). Xxxxx understands and agrees that the Property Improvements shall not include any reduction in the size of the open atrium space, which shall remain continuous from the ground floor to the fifth floor, nor shall the Property Improvements include any reduction to the size of the skylight. Buyer further understands that restrictive covenants shall be included in the Deed regarding these limitations. Promptly upon completing the Property Improvements, Buyer will submit to Seller satisfactory records, as determined in Seller’s sole discretion, proving the above required expenditures and will permit Seller (or its designee) to inspect the Property to ensure that Xxxxx’s Property Improvements were completed satisfactorily.
Sample 1
Buyers Post Closing Development Obligations. A. Property Improvements; Proof of Investment. Within thirty-six (36) months after the Closing Date, Buyer will expend an amount not less than One Hundred Fifteen Thousand ($115,000.00) (the "Private Investment") to complete its exterior redevelopment (the "Exterior Improvements") and interior redevelopment (the "Interior Improvements") (collectively, the "Property Improvements") of the existing building on the Property to accommodate a mix of residential and commercial uses. The Exterior Improvements will include replacing the building's roof with like material and, as needed, all of the following: replacing gutters, tuck pointing the brick fac;ade, replacing windows and repairing window xxxxx, painting exterior elements of the building, repairing or replacing the metal awning on the building, repairing or replacing the metal roll-up door with suitable historic materials, and cleaning and maintaining the grounds surrounding the building. Buyer will complete all Exterior Improvements in accordance with any and all necessary approvals and procedures required by the Historic Preservation Commission under Chapter 21, Article 13 of the South Bend Muni pal Code. Within thirty (30) days after completing � the Exterior Improvements, Buyer will submit to Seller satisfactory records, as determined in Seller's sole discretion, proving Buyer's completion of the Exterior Improvements and will permit Seller to inspect the Property to ensure that the Exterior Improvements were completed to Seller's reasonable satisfaction. The Private Investment will include Xxxxx's costs and expenses incurred in completing the Property Improvements, including the payment of all consultants, legal advisers, and workers, the costs of all labor and materials used to complete the Property Improvements, and all other costs reasonably and directly related to Buyer's completion of the Property Improvements.
Sample 1
Buyers Post Closing Development Obligations. A. Property Improvements; Proof of Investment. Within twenty-four (24) months after the Closing Date, Buyer will expend an amount not less than Three Hundred Thousand Dollars ($300,000.00) to redevelop the Property for office space uses (in the south end of the Property fronting Western Avenue) and storage uses (in the north end of the Property) (collectively, Buyer's "Property Improvements"). Promptly upon completing the Property Improvements, Xxxxx will submit to Seller satisfactory records, as determined in Seller's sole discretion, proving the above required expenditures and will permit Seller (or its designee) to inspect the Property to ensure that Xxxxx's Property Improvements were completed satisfactorily.
Sample 1
Buyers Post Closing Development Obligations 
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Related to Buyers Post Closing Development Obligations

  • Post-Closing Deliverables (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX. (b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Seller agrees to enter into a commercially reasonable alternative arrangement to provide (and cause its Affiliates to provide, as applicable), the Company and Purchaser’s Affiliates with the benefits (e.g., in respect of any applicable Sign Location Lease, the right to operate the Structures on the property covered thereby) to which such notice or consent relates, including by enforcing at the written request of Purchaser (and at Purchaser’s sole cost and expense) any of the rights under such Contract (including the right of termination); and to the extent the Company (or Purchaser’s Affiliate) receives such benefits (or Seller enforces any rights under such Contract at Purchaser’s written request), Purchaser shall be responsible for the performance of the Seller’s obligations thereunder, at Purchaser’s sole cost and expense, acting in good faith and in the ordinary course of business. If within the twelve (12) month period following the Closing Date (aa) either Party (or their Affiliates) receives written notice from a landowner or counterparty (or counsel for the landowner or counterparty) purporting to terminate a particular Sign Location Lease which is a Material Contract or a Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (bb) any such landlord or counterparty files suit (or initiates arbitration, if applicable) against either Party (or their respective Affiliates) seeking termination of the applicable Sign Location Lease or Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (cc) any such landowner or counterparty requires payment of a material sum or some other material concession from the Company in exchange for any such required consent (and in the case of a demand for a material sum of money, where Seller elects to not pay such amount upon request of the Company), then in each such instance, the Company or Purchaser may within ten days following the expiration of such twelve month period (or such later period as provided below) by written notice to Seller either (i) elect to relinquish all of its right, title and interest in and to such Sign Location Lease or Bus Transit Contract, as applicable (and any Assets solely related thereto), to Seller, in which case the Purchaser shall be entitled to a payment from Seller in an amount equal to that portion of the Purchase Price allocable to such item or asset, which shall be based on a multiple equal to the product of 7.1 times net revenues less site lease expense for calendar year 2014; or (ii) elect to retain such rights over the item or asset, in which case there would be no such payment to the Company or Purchaser, as applicable; provided, however, that (x) Purchaser shall upon request by Seller, assist and cooperate with Seller in effecting the commercially reasonable alternative arrangement referred to above and in obtaining the applicable required consent, and (y) before Purchaser shall have the right to exercise its rights under subpart (i) above, Seller shall have the right (at Seller’s sole cost) to defend any such action by a landlord or counterparty and/or to negotiate a settlement and/or cure any alleged breach of the applicable lease or Bus Transit Contract and so long as Seller is diligently doing so, Seller shall have until the expiration of the following periods to cure or settle such matter (i) if Purchaser is still permitted to operate at such location during the pendency of such matter, until such matter is finally adjudicated or (ii) if Purchaser is not permitted to operate at such location during the pendency of such matter and Seller elects not to replace the lost net cash flow at such location during the pendency of such matter, a two (2) month period from the date Purchaser is first not able to operate at such location (provided, further, that, in the case of both (i) and (ii) above, if Purchaser in good faith determines that the Company or Purchaser’s applicable Affiliate could reasonably be expected to be subject to liability to such landlord or counterparty by continuing to operate such asset, Purchaser may require that Seller confirm in writing to Purchaser Seller’s duty to defend and indemnify Purchaser with respect thereto, including but not limited to damages for trespass, where applicable). Purchaser acknowledges that failure to timely notify Seller of such an election in accordance with the foregoing shall be deemed an acceptance by Purchaser of such Sign Location Lease or Bus Transit Contract, as applicable and related Assets and a relinquishment of any right to payment from Seller. For the avoidance of doubt, any amounts that may become due to Purchaser (or the Company) under this paragraph shall not be subject to the limitations set forth in Section 9.2(c). (c) As soon as practicable following the Closing (but no later than 90 days following Closing), Seller shall deliver to Purchaser Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Permits to the Company (or Purchaser’s designated Affiliate).

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