Post-Closing Lease Escrow Sample Clauses

Post-Closing Lease Escrow. (a) At the Closing, a portion of the Purchase Price shall be held in escrow (the “Post-Closing Lease Escrow”) by the Escrow Agent with respect to (i) those lease transactions listed on Exhibit 2.2(a)(i) (to be updated as of Closing) that have not been executed as of Closing (the “Pending Leases”); and (ii) those Leases listed on Exhibit 2.2(a)(ii) which have been fully executed but the rent commencement date under the Lease has not yet occurred as of Closing, and/or there are amounts remaining, as of Closing, to be paid to the Tenant (as defined in Section 6.1(b)(iii)) or third parties pursuant to the applicable Lease (collectively, the “Post-Closing Lease Obligations”). The Post-Closing Lease Escrow shall be comprised of two (2) separate escrow accounts, one in an amount equal to one hundred percent (100%) of the fixed rent and projected pro rata share of taxes, insurance and operating costs (“Rent”) under any Pending Leases or such Leases for a five (5) year period (the “Rent Escrow”, and such five (5) year period, the “Escrow Period”), and a second separate escrow account in an amount equal to one hundred and twenty-five percent (125%) of the projected cost during the Escrow Period of any landlord work for tenant improvements, tenant allowances, lease buyout payments, legal fees not to exceed Five Thousand and 00/100 Dollars for each Pending Lease or such Lease, architectural fees and leasing commissions relating only to the initial term of the Lease (and not with respect to any commission related to any renewal term or other option granted thereunder) (the “Post-Closing Lease Obligations Escrow”). Rent due under each such Lease or Pending Lease (regardless of whether such Pending Lease is ever executed) shall be released from the Rent Escrow as follows: (x) prior to the rent commencement date of such Lease or Pending Lease, monthly installments of Rent shall be released on a monthly basis to Purchaser based on the rents set forth in such Pending Lease or Lease as of Closing, and (y) after the rent commencement date of such Lease or Pending Lease, or any lease or other occupancy agreement with respect to the space that is the subject of such Lease or Pending Lease, the balance of the Rent escrowed with respect to such Lease or Pending Lease shall be released to Seller. Amounts shall be released from the Post-Closing Lease Obligations Escrow upon submission of invoices for the payment of such sums, and any amounts remaining in the Post-Closing Lease Obli...
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Related to Post-Closing Lease Escrow

  • Lease Estoppels With respect to each Mortgage Loan secured by retail, office or industrial properties, the Mortgage Loan Seller requested the related Mortgagor to obtain estoppels from each commercial tenant with respect to the Certified Rent Roll (except for tenants for whom the related lease income was excluded from the Mortgage Loan Seller’s underwriting). With respect to each Mortgage Loan predominantly secured by a retail, office or industrial property leased to a single tenant, the Mortgage Loan Seller reviewed such estoppel obtained from such tenant no earlier than 90 days prior to the origination date of the related Mortgage Loan (or such longer period as Mortgage Loan Seller may deem reasonable and appropriate based on Mortgage Loan Seller’s practices in connection with the origination of similar commercial and multifamily loans intended for securitization), and to Mortgage Loan Seller’s knowledge, based solely on the related estoppel, (x) the related lease is in full force and effect and (y) there exists no material default under such lease, either by the lessee thereunder or by the lessor subject, in each case, to customary reservations of tenant’s rights, such as with respect to CAM and pass-through audits and verification of landlord’s compliance with co-tenancy provisions.

  • Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Post Closing Agreements From and after the Closing, the parties shall have the respective rights and obligations which are set forth in the remainder of this Article VI.

  • Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).

  • Post-Closing Payment Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.

  • 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.

  • Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.

  • Ground Lease Reserved.

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