Post-Closing Vacancy Holdback Clause Samples

A Post-Closing Vacancy Holdback clause requires that a portion of the purchase price be withheld after closing to ensure that the property is delivered vacant as agreed. Typically, the seller does not receive the full sale proceeds until all tenants or occupants have vacated the premises, with the withheld amount released once this condition is met. This clause protects the buyer by providing a financial incentive for the seller to fulfill vacancy obligations, thereby reducing the risk of inheriting unwanted occupants after the transaction.
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Post-Closing Vacancy Holdback. Fifteen Thousand and 00/100 Dollars ($15,000) of the Purchase Price (the “Post-Closing Vacancy Holdback”) shall be withheld by the Escrow Holder subject to the following terms. If any of the properties that comprise the Property become tenantless or vacant because the tenant or other occupant breached the lease or other occupancy agreement within ninety (90) days after Closing, for each such property, Buyer shall provide back-up documentation reasonably satisfactory to Seller documenting the breach and missing tenant or vacancy and shall be refunded Five Thousand and 00/100 Dollars ($5,000.00) from the Post-Closing Vacancy Holdback. After ninety (90) days have elapsed after the closing, the balance of the Post-Closing Vacancy Holdback, if any, shall be delivered to Seller.
Post-Closing Vacancy Holdback. For each property included among the properties that collectively comprise the Property that are subject to leases which have been entered into within the ninety (90) days prior to Closing (individually, a “Newly Leased Property” and collectively, the “Newly Leased Properties”), an amount equal to Two Thousand Five Hundred and 00/100 Dollars ($2,500) of the Purchase Price for each Newly Leased Property (the “Post-Closing Vacancy Holdback”) shall be withheld by the Escrow Holder subject to the following terms. If any of the Newly Leased Properties become tenantless or vacant because the tenant or other occupant breached the lease or other occupancy agreement within ninety (90) days after Closing, for each such property, Buyer shall provide back-up documentation reasonably satisfactory to Seller documenting the breach and missing tenant or vacancy and shall be refunded Two Thousand Five Hundred and 00/100 Dollars ($2,500.00) per occurrence from the Post-Closing Vacancy Holdback. After ninety (90) days have elapsed after the closing, the balance of the Post-Closing Vacancy Holdback, if any, shall be delivered to Seller.
Post-Closing Vacancy Holdback. The reference to the Post-Closing Vacancy Holdback provision as set forth in the Basic Terms and Section 22(q) of the Agreement is hereby changed from “Fifteen Thousand and 00/100 Dollars ($15,000)” to “$5,000”.
Post-Closing Vacancy Holdback. Thirty-Five Thousand and 00/100 Dollars ($35,000.00) of the Purchase Price (the “Post-Closing Vacancy Holdback”) shall be withheld by the Escrow Holder subject to the following terms. If any of the properties that comprise the Property become tenantless or vacant because the tenant or other occupant breached the lease or other occupancy agreement within ninety (90) days after Closing, for each such property, Buyer shall provide back-up documentation reasonably satisfactory to Seller documenting the breach and missing tenant or vacancy and shall be refunded Five Thousand and 00/100 Dollars ($5,000.00) from the Post-Closing Vacancy Holdback. After ninety (90) days have elapsed after the closing, the balance of the Post-Closing Vacancy Holdback, if any, shall be delivered to Seller. Liability of Seller for vacancies is limited to the Post-Closing Vacancy Holdback.
Post-Closing Vacancy Holdback. $20,000.00 of the Purchase Price (the “Post-Closing Vacancy Holdback”) shall be withheld by the Escrow Holder subject to this Section 22(q). If any of the properties that comprise the Property become tenantless or vacant because the tenant or other occupant breached the lease or other occupancy agreement (the “Post-Closing Vacancy Property”) within 60 days after Closing, for each Post-Closing Vacancy Property, Buyer shall provide back-up documentation reasonably satisfactory to Seller documenting the breach and vacancy and Buyer shall be refunded an amount equal to the sum of the loss of rent and expenses incurred related to renting and preparing all of the properties that comprise the Post-Closing Vacancy Property; provided that the amount refunded will not exceed the Post-Closing Vacancy Holdback. After all properties that comprise the Post-Closing Vacancy Property are rented, Escrow Holder shall return to Seller any funds remaining in the Post-Closing Vacancy Holdback.