Common use of Earn-Out Payments Clause in Contracts

Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Closing Date, provided the subject Lease or New Lease is a Qualified Lease prior to the Lease Reservation Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has been paid by Seller; (vi) an original of the insurance certificates required from the subject New Tenant under the Qualified Lease; (vii) the date down and increased coverage endorsement for the Title Policy required pursuant to the provisions of Paragraph 6.04 hereof, provided Purchaser pays fifty percent (50%) of the Shared Closing Costs in respect thereto; and (viii) copies of the "as-built" plans and specifications for the tenant improvements for the subject Qualified Lease (collectively, in respect to clauses (i) through (viii) above, "Earn-Out Conditions"). The Earn-Out Payment obligations of this Paragraph 13.07 shall survive the Closing Date and the later termination of this Agreement. If the Earn-Out Conditions are not satisfied for the subject Lease or New Lease on or prior to the Lease Reservation Date therefor, then Purchaser shall have no obligation to make any Earn-Out Payment in respect thereto.

Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Closing Date, provided the subject Lease or New Lease is a Qualified Lease prior to the Lease Reservation Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03 9.03, 14.06, 14.07 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has been paid by Seller; (vi) an original of the insurance certificates required from the subject New Tenant under the Qualified Lease; (vii) the date down and increased coverage endorsement for the Title Policy required pursuant to the provisions of Paragraph 6.04 hereof, provided Purchaser pays fifty percent (50%) of the Shared Closing Costs in respect thereto; and (viii) copies of the "as-built" plans and specifications for the tenant improvements for the subject Qualified Lease (collectively, in respect to clauses (i) through (viii) above, "Earn-Out Conditions"). The Earn-Out Payment obligations of this Paragraph 13.07 shall survive the Closing Date and the later termination of this Agreement. If the Earn-Out Conditions are not satisfied for the subject Lease or New Lease on or prior to the Lease Reservation Date therefor, then Purchaser shall have no obligation to make any Earn-Out Payment in respect thereto.

Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Closing Date, provided the subject Lease or New Lease is a Qualified Lease prior to the Lease Reservation Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03 9.03, 14.06, 14.07 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has been paid by Seller; (vi) an original of the insurance certificates required from the subject New Tenant under the Qualified Lease; (vii) the date down and increased coverage endorsement for the Title Policy required pursuant to the provisions of Paragraph 6.04 hereof, provided Purchaser pays fifty percent (50%) of the Shared Closing Costs in respect thereto; and (viii) copies of the "as-built" plans and specifications for the tenant improvements for the subject Qualified Lease (collectively, in respect to clauses (i) through (viii) above, "Earn-Out Conditions"). The Earn-Out Payment obligations of this Paragraph 13.07 shall survive the Closing Date and the later termination of this Agreement. If the Earn-Out Conditions are not satisfied for the subject Lease or New Lease on or prior to the Lease Reservation Date therefor, then Purchaser shall have no obligation to make any Earn-Out Payment in respect thereto.provided

Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Phase I Closing Date, provided the subject Lease or New Lease is a Qualified Lease in respect to Phase I on and after the Phase I Closing Date and a Qualified Lease in respect to Phase II on and after the Phase II Closing Date, but prior to the Lease Reservation Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03 9.03, 14.06, 14.07 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has been paid by Seller; (vi) an original of the insurance certificates required from the subject New Tenant under the Qualified Lease; (vii) the date down and increased coverage endorsement for the Title Policy required pursuant to the provisions of Paragraph 6.04 hereof, provided Purchaser pays fifty percent (50%) of the Shared Closing Costs in respect thereto; and (viii) copies of the "as-built" plans and specifications for the tenant improvements for the subject Qualified Lease (collectively, in respect to clauses (i) through (viii) above, "Earn-Out Conditions"). The Earn-Out Payment obligations of this Paragraph 13.07 shall survive the each Closing Date and the later termination of this Agreement. If the Earn-Out Conditions are not satisfied for the subject Lease or New Lease on or prior to the Lease Reservation Date therefor, then Purchaser shall have no obligation to make any Earn-Out Payment in respect thereto.

Earn-Out Payments. In respect to Leases or New Leases that are fully executed prior to the expiration of the Earn-Out Period, on the twenty-fifth (25th) day of each calendar month after the Phase I Closing Date, provided the subject Lease or New Lease is a Qualified Lease prior to the Lease Reservation Date in respect to Phase I on and after the Phase I Closing Date, Purchaser shall pay to Seller the Earn-Out Payment computed in respect to those Leases and New Leases that became, for the first time, Qualified Leases during the preceding month and for which no Earn-Out Payment had been previously paid to Seller. In the event a New Lease is executed during the Phase I First or Second Segment, but it does not become a Qualified Lease until after the expiration of the Earn-Out Period, but prior to the Lease Reservation Date, Purchaser, subject to the satisfaction of the Earn-Out Conditions, shall pay to Seller at the time aforesaid, an amount equal to the Earn-Out Payment computed in respect to such subsequent Qualified Lease. Any Earn-Out Payment shall be subject to any unsatisfied right of offset as provided in Paragraphs 5.04, 9.03 9.03, 14.06, 14.07 and 16.01 hereof. Notwithstanding the foregoing, the Earn-Out Payment or Closing Payment in respect to a particular Qualified Lease (excluding those that are Qualified Leases in respect to an Unsigned Lease or a Rental Undertaking with the Prospect of a Disapproved Lease as provided in each instance in Paragraph 13.04 hereof) shall not be due and payable by Purchaser to Seller, unless and until, Seller, prior to the Lease Reservation Date, has delivered or caused to be delivered to Purchaser, in respect to the subject Qualified Lease, (i) a fully executed original thereof; (ii) a certificate of occupancy from the applicable governmental authority authorizing the uninterrupted occupancy by the subject Tenant or New Tenant of the subject premises; (iii) the applicable Tenant Estoppel containing no material exceptions or Seller's Estoppel, if in accordance with the provisions of Paragraph 7.15 hereof; (iv) Schedule 10.01(xvii) from Seller in respect to the subject Lease or New Lease, updated to the date the Earn-Out Payment is due, setting forth any unsatisfied Tenant Inducement in respect thereto; (v) evidence, in form and content reasonably satisfactory to Purchaser, that the portion of Tenant Inducements payable to the subject Tenant or New Tenant has been paid by Seller; (vi) an original of the insurance certificates required from the subject New Tenant under the Qualified Lease; (vii) the date down and increased coverage endorsement for the Title Policy required pursuant to the provisions of Paragraph 6.04 hereof, provided Purchaser pays fifty percent (50%) of the Shared Closing Costs in respect thereto; and (viii) copies of the "as-built" plans and specifications for the tenant improvements for the subject Qualified Lease (collectively, in respect to clauses (i) through (viii) above, "Earn-Out Conditions"). The Earn-Out Payment obligations of this Paragraph 13.07 shall survive the Closing Date and the later termination of this Agreement. If the Earn-Out Conditions are not satisfied for the subject Lease or New Lease on or prior to the Lease Reservation Date therefor, then Purchaser shall have no obligation to make any Earn-Out Payment in respect thereto.