POSSESSION AND POST CLOSING WORK Sample Clauses

POSSESSION AND POST CLOSING WORK. Purchaser shall be entitled to possession of the Project on the Closing Date, subject only to the Leases, New Leases, Assignment Reservation and the Permitted Exceptions. Notwithstanding the foregoing, subsequent to the Closing Date, Seller and Seller's agents, contractors and subcontractors shall have access to such portions of the Project necessary and convenient to commence and/or complete (i) the Punchlist Work; (ii) Unacceptable Conditions; (iii) Seller's New Lease Obligations; (iv) incomplete tenant improvement work under Leases; (v) Warranty Work; and (vi) Tenant Inducements (collectively in respect to clauses (i) through (vi), "Post Closing Work"). All Post Closing Work shall be done (a) at Seller's sole cost and expense, (b) in a fashion to reasonably minimize, taking into account the scope and nature of the Post Closing Work, the disruption to Tenants and New Tenants and to the operation and management of the Project by Purchaser and Purchaser's agents, (c) in compliance with Environmental Laws, and (d) in any event, subject to Force Majeure, with diligence. The obligation of Seller to complete the Post Closing Work and to pay Commissions and pay all financial obligations of Seller hereunder is absolute and unconditional, and Seller agrees to indemnify, defend and hold Purchaser and its successors and assigns and the Project harmless (including Litigation Expenses) from and against any and all (except as provided in Paragraph 23 hereof) loss, damage, claim, demand, liability, Lien, action, cause of action, judgment or decree as a result of (A) damage or destruction to property, including title to the Project, (B) personal injury, or (C) loss of Rent resulting from the performance or non-performance of the Post Closing Work by Seller (except that which is caused, in whole or in part, by the negligence, willful misconduct or breach of contract by Purchaser or its successors and assigns or their respective agents, employees, contractors or subcontractors), and resulting from Seller's failure to pay Commissions or to pay all financial obligations of Seller hereunder. In the event Seller fails to perform the Post Closing Work, pay Commissions or pay all financial obligations of Seller hereunder, Purchaser may deduct from the next succeeding Earn-Out Payment payable hereunder after the event of Seller's failure as aforesaid, the cost and expense incurred by Purchaser in completing such incomplete Post Closing Work, paying such unpaid Commissions or pay...
Sample 1
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POSSESSION AND POST CLOSING WORK. Purchaser shall be entitled to possession on the Closing Date, subject only to the Leases, New Leases, Assignment Reservation and the Permitted Exceptions. Notwithstanding the foregoing, subsequent to the Closing Date, Seller and Seller's agents, contractors and subcontractors (including the Contractor) shall have access to such portions of the Project necessary and convenient to commence and/or complete (i) the Punchlist Work; (ii) Unacceptable Conditions; (iii) Seller's New Lease Obligations; (iv) incomplete tenant improvement work under Leases; (v) Warranty Work; and (vi) Tenant Inducements (collectively in respect to clauses (i) through (vi), "Post Closing Work"). All Post
Sample 1
POSSESSION AND POST CLOSING WORK. Purchaser shall be entitled to possession of the applicable Phase on the subject Closing Date, subject only to such Phase's Leases, New Leases, Assignment Reservation and the Permitted Exceptions. Notwithstanding the foregoing, subsequent to the applicable Closing Date, Seller and Seller's agents, contractors and subcontractors shall have access to such portions of the Project necessary and convenient to commence and/or complete (i) the Punchlist Work; (ii) Unacceptable Conditions; (iii) Seller's New Lease Obligations; (iv) incomplete tenant improvement work under Leases; (v) Warranty Work; and (vi) Tenant Inducements (collectively in respect to clauses (i) through (vi), "Post Closing Work"). All Post Closing Work shall be done (a) at Seller's sole cost and expense, (b) in a fashion to reasonably minimize, taking into account the scope and nature of the Post Closing Work, the disruption to Tenants and New Tenants and to the operation and management of the subject Phase(s) by Purchaser and Purchaser's agents, (c) in compliance with Environmental
Sample 1

Related to POSSESSION AND POST CLOSING WORK

  • Post-Closing Cooperation Subject to compliance with contractual obligations and applicable Law, for three (3) months immediately following the Closing Date, each party shall afford to the other party and the other party’s Representatives during normal business hours in a manner so as to not unreasonably disrupt or interfere with the conduct of business reasonable access to the personnel of such party with relevant knowledge regarding any Product, if any. Requests may be made under this Section 4.2 for access to information requested by the requesting party in connection with its financial reporting and accounting matters, preparing financial statements, preparing and filing any Tax Returns, prosecuting any claims for refund, defending any Tax claims or assessment, preparing securities Law or securities exchange filings, prosecuting, defending or settling any litigation or insurance claim, prosecuting patent applications and pursuing other patent matters, performing obligations under this Agreement and the Ancillary Agreements and all other proper business purposes (including determining any matter relating to its rights and obligations hereunder). A party making information or personnel available to another party under this Section 4.2 shall be entitled to receive from such other party, upon the presentation of invoices therefor, payments for such amounts relating to supplies, disbursements and other out-of-pocket expenses, as may reasonably be incurred in making such information or personnel available. Notwithstanding anything to the contrary contained herein, nothing in this Section 4.2 shall require (i) the Seller or any of its Affiliates or the Buyer or any of its Affiliates (x) to waive the protection of an attorney-client privilege or (y) to take any action that would result in the disclosure of any trade secrets (provided that, in the case of clause (i)(x), the disclosing party shall use commercially reasonable efforts to provide the other party, to the extent possible, with access to the relevant information in a manner that would not reasonably be expected to result in any such waiver) or (ii) the auditors and independent accountants of the Seller or any of its Affiliates or of the Buyer or any of its Affiliates to make any work papers available to any Person unless and until such Person has signed a customary confidentiality and hold harmless agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or independent accountants.

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Operations After the Closing, ACQUIRED COMPANY will be a wholly-owned subsidiary of the Company subject to the terms and conditions outlined in this Agreement. ACQUIRED COMPANY shall be responsible to report to the Company all financial matters and newsworthy events as they materialize, as Seller recognizes Company is a publicly traded company and has certain material obligations of disclosure pursuant to state and federal laws, statutes and regulations.

  • Further Assurances and Post-Closing Covenants (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents.

  • Post-Closing Deliverables On or before the Closing Date, the applicable Seller shall deliver to Buyer the following:

  • Assistance with Post-Closing SEC Reports and Inquiries Upon the reasonable request of the Company, after the Closing Date, the Acquiror Company Principal Shareholder shall use his reasonable best efforts to provide such information available to him, including information, filings, reports, financial statements or other circumstances of the Acquiror Company occurring, reported or filed prior to the Closing, as may be necessary or required by the Acquiror Company for the preparation of the post-Closing Date reports that the Acquiror Company is required to file with the Commission to remain in compliance and current with its reporting requirements under the Exchange Act, or filings required to address and resolve matters as may relate to the period prior to the Closing and any Commission comments relating thereto or any Commission inquiry thereof.

  • Further Assurances; Post-Closing Cooperation At any time or from time to time after the Closing, the parties shall execute and deliver to the other party such other documents and instruments, provide such materials and information and take such other actions as the other party may reasonably request to consummate the transactions contemplated by this Agreement and otherwise to cause the other party to fulfill its obligations under this Agreement and the transactions contemplated hereby. Each party agrees to use commercially reasonable efforts to cause the conditions to its obligations to consummate the Merger to be satisfied.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Post-Closing Deliveries (a) The Borrower hereby agrees to deliver, or cause to be delivered, to the Administrative Agent, in form and substance reasonably satisfactory to the Administrative Agent, the items described on Schedule 5.15 hereof on or before the dates specified with respect to such items, or such later dates as may be agreed to by, or as may be waived by, the Administrative Agent in its sole discretion.

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

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