Common use of Post Completion Clause in Contracts

Post Completion. 9.1 Following Completion the Buyer shall use all reasonable endeavours to ensure that: 9.1.1 the Company’s finance director: (a) produces the management accounts for the Group Companies to 31 December 2019 ("P12 Management Accounts") on or by 9 January 2020; (b) produces a draft of the 2019 Accounts within one month from Completion and delivers it to the Seller; and (c) is available as and when reasonably requested during business hours on Business Days by the Seller and its auditors to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providing: (a) access to and copies of all such documents and information as are in their possession or under their control; and (b) access upon reasonable notice and during normal working hours (unless exceptionally required as part of an urgent request) to all relevant personnel as may in any case reasonably be requested for the purpose of reviewing the draft of the 2019 Accounts. 9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019. 9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.

Post Completion. 9.1 Following Completion the Buyer shall use all reasonable endeavours to ensure that: 9.1.1 the Company’s finance director:Leases under Negotiation (a) produces Where a Negotiated Lease is not executed by all parties by Completion the management accounts Rent Shortfall Guarantee Period for that Negotiated Lease will be 18 months from Completion. The Vendor and Purchaser acknowledge and agree that: (1) the Group Companies Vendor will be responsible for continuing to 31 December 2019 manage, negotiate and procure the execution of each Negotiated Lease following Completion for a period of 1 month after Completion after which the Purchaser shall be entitled to and responsible for undertaking all dealings with the proposed tenant; ("P12 Management Accounts"2) on the Vendor must consult with the Purchaser and keep the Purchaser informed in relation to all matters relating to the Negotiated Lease; (3) the Purchaser shall not be obliged to enter into any lease or other arrangement with any proposed tenant under a Negotiated Lease except in accordance with the commercial terms set out in the relevant heads of agreement and draft tenancy documents disclosed by 9 January 2020;the Vendor to the Purchaser prior to the date of this agreement in respect of the relevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 25.3(a)(3), the Purchaser will execute any lease or other arrangement with the proper tenant under a Negotiated Lease and the Purchaser will be responsible for all incentives payable under those documents. (b) produces a draft of Any: (1) Incentive payable under each Negotiated Lease; (2) leasing fees payable to any leasing agent engaged by the 2019 Accounts within one month from Completion and delivers it to Vendor in connection with each Negotiated Lease, known as at the SellerDate for Completion; and (3) legal fees payable under each Negotiated Lease, as set out in Schedule 19 will be adjusted in favour of the Purchaser on Completion. (c) To the extent that any amount is available as and when not known or cannot be reasonably requested during business hours on Business Days by the Seller and its auditors ascertained prior to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providingCompletion: (a1) access the Purchaser's reasonable estimate of the amount will in addition to the Retention Amount, be retained from the Balance Sale Price and copies of all such documents and information as are held by the Vendor’s Solicitors in their possession or under their controlaccordance with clause 26; and (b2) access upon the parties will within 21 days after Completion, use reasonable notice endeavours to agree on the relevant amount and during normal working hours failing agreement, the dispute is to be resolved by suitably qualified expert appointed by the parties. If the parties cannot agree on an expert to be appointed, either party may apply to the Australian Property Institute (unless exceptionally required as part of an urgent requestNSW division) to all relevant personnel as may in any case reasonably be requested for appoint a suitably qualified expert to determine the purpose of reviewing the draft of the 2019 Accountsdispute. 9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019. 9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.

Post Completion. 9.1 Following Completion the Buyer shall use all reasonable endeavours to ensure that: 9.1.1 the Company’s finance director:Leases under Negotiation (a) produces Where a Negotiated Lease is not executed by all parties by Completion the management accounts Rent Shortfall Guarantee Period for that Negotiated Lease will be 18 months from Completion. The Vendor and Purchaser acknowledge and agree that: (1) the Group Companies Vendor will be responsible for continuing to 31 December 2019 manage, negotiate and procure the execution of each Negotiated Lease following Completion for a period of 1 month after Completion after which the Purchaser shall be entitled to and responsible for undertaking all dealings with the proposed tenant; ("P12 Management Accounts"2) on the Vendor must consult with the Purchaser and keep the Purchaser informed in relation to all matters relating to the Negotiated Lease; (3) the Purchaser shall not be obliged to enter into any lease or other arrangement with any proposed tenant under a Negotiated Lease except in accordance with the commercial terms set out in the relevant heads of agreement and draft tenancy documents disclosed by 9 January 2020;the Vendor to the Purchaser prior to the date of this agreement in respect of the relevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 25.3(a)(3), the Purchaser will execute any lease or other arrangement with the proper tenant under a Negotiated Lease and the Purchaser will be responsible for all incentives payable under those documents. (b) produces a draft of Any: (1) Incentive payable under each Negotiated Lease; (2) leasing fees payable to any leasing agent engaged by the 2019 Accounts within one month from Completion and delivers it to Vendor in connection with each Negotiated Lease, known as at the SellerDate for Completion; and (3) legal fees payable under each Negotiated Lease, as set out in Schedule 20 will be adjusted in favour of the Purchaser on Completion. (c) To the extent that any amount is available as and when not known or cannot be reasonably requested during business hours on Business Days by the Seller and its auditors ascertained prior to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providingCompletion: (a1) access the Purchaser's reasonable estimate of the amount will in addition to the Retention Amount, be retained from the Balance Sale Price and copies of all such documents and information as are held by the Vendor’s Solicitors in their possession or under their controlaccordance with clause 26; and (b2) access upon the parties will within 21 days after Completion, use reasonable notice endeavours to agree on the relevant amount and during normal working hours failing agreement, the dispute is to be resolved by suitably qualified expert appointed by the parties. If the parties cannot agree on an expert to be appointed, either party may apply to the Australian Property Institute (unless exceptionally required as part of an urgent requestNSW division) to all relevant personnel as may in any case reasonably be requested for appoint a suitably qualified expert to determine the purpose of reviewing the draft of the 2019 Accountsdispute. 9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019. 9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.

Post Completion. 9.1 Following Completion the Buyer shall use all reasonable endeavours to ensure that: 9.1.1 the Company’s finance director:Leases under Negotiation (a) produces Where a Negotiated Lease is not executed by all parties by Completion the management accounts Rent Shortfall Guarantee Period for that Negotiated Lease will be 18 months from Completion. The Vendor and Purchaser acknowledge and agree that: (1) the Group Companies Vendor will be responsible for continuing to 31 December 2019 manage, negotiate and procure the execution of each Negotiated Lease following Completion for a period of 1 month after Completion after which the Purchaser shall be entitled to and responsible for undertaking all dealings with the proposed tenant ("P12 Management Accounts"2) on the Vendor must consult with the Purchaser and keep the Purchaser informed in relation to all matters relating to the Negotiated Lease; (3) the Purchaser shall not be obliged to enter into any lease or other arrangement with any proposed tenant under a Negotiated Lease except in accordance with the commercial terms set out in the relevant heads of agreement and draft tenancy documents disclosed by 9 January 2020;the Vendor to the Purchaser prior to the date of this agreement in respect of the relevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 27.3(a)(3), the Purchaser will execute any lease or other arrangement with the proper tenant under a Negotiated Lease and the Purchaser will be responsible for all incentives payable under those documents. (b) produces a draft of Any: (1) Incentive payable under each Negotiated Lease; (2) leasing fees payable to any leasing agent engaged by the 2019 Accounts within one month from Completion and delivers it to Vendor in connection with each Negotiated Lease, known as at the SellerDate for Completion; and (3) legal fees payable under each Negotiated Lease, as set out in Schedule 18 will be adjusted in favour of the Purchaser on Completion. (c) To the extent that any amount is available as and when not known or cannot be reasonably requested during business hours on Business Days by the Seller and its auditors ascertained prior to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providingCompletion: (a1) access the Purchaser's reasonable estimate of the amount will in addition to the Retention Amount, be retained from the Balance Sale Price and copies of all such documents and information as are held by the Vendor’s Solicitors in their possession or under their controlaccordance with clause 26; and (b2) access upon the parties will within 21 days after Completion, use reasonable notice endeavours to agree on the relevant amount and during normal working hours failing agreement, the dispute is to be resolved by suitably qualified appointed by the parties. If the parties cannot agree on an expert to be appointed, either party may apply to the Australian Property Institute (unless exceptionally required as part of an urgent requestNSW division) to all relevant personnel as may in any case reasonably be requested for appoint a suitably qualified expert to determine the purpose of reviewing the draft of the 2019 Accountsdispute. 9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019. 9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.

Post Completion. 9.1 Following Completion the Buyer shall use all reasonable endeavours to ensure that: 9.1.1 the Company’s finance director:Leases under Negotiation (a) produces Where a Negotiated Lease is not executed by all parties by Completion the management accounts Rent Shortfall Guarantee Period for that Negotiated Lease will be 18 months from Completion. The Vendor and Purchaser acknowledge and agree that: (1) the Group Companies Vendor will be responsible for continuing to 31 December 2019 manage, negotiate and procure the execution of each Negotiated Lease following Completion for a period of 1 month after Completion after which the Purchaser shall be entitled to and responsible for undertaking all dealings with the proposed tenant ("P12 Management Accounts"2) on the Vendor must consult with the Purchaser and keep the Purchaser informed in relation to all matters relating to the Negotiated Lease; (3) the Purchaser shall not be obliged to enter into any lease or other arrangement with any proposed tenant under a Negotiated Lease except in accordance with the commercial terms set out in the relevant heads of agreement and draft tenancy documents disclosed by 9 January 2020;the Vendor to the Purchaser prior to the date of this agreement in respect of the relevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 25.3(a)(3), the Purchaser will execute any lease or other arrangement with the proper tenant under a Negotiated Lease and the Purchaser will be responsible for all incentives payable under those documents. (b) produces a draft of Any: (1) Incentive payable under each Negotiated Lease; (2) leasing fees payable to any leasing agent engaged by the 2019 Accounts within one month from Completion and delivers it to Vendor in connection with each Negotiated Lease, known as at the SellerDate for Completion; and (3) legal fees payable under each Negotiated Lease, as set out in Schedule 19 will be adjusted in favour of the Purchaser on Completion. (c) To the extent that any amount is available as and when not known or cannot be reasonably requested during business hours on Business Days by the Seller and its auditors ascertained prior to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providingCompletion: (a1) access the Purchaser's reasonable estimate of the amount will in addition to the Retention Amount, be retained from the Balance Sale Price and copies of all such documents and information as are held by the Vendor’s Solicitors in their possession or under their controlaccordance with clause 26; and (b2) access upon the parties will within 21 days after Completion, use reasonable notice endeavours to agree on the relevant amount and during normal working hours failing agreement, the dispute is to be resolved by suitably qualified expert appointed by the parties. If the parties cannot agree on an expert to be appointed, either party may apply to the Australian Property Institute (unless exceptionally required as part of an urgent requestNSW division) to all relevant personnel as may in any case reasonably be requested for appoint a suitably qualified expert to determine the purpose of reviewing the draft of the 2019 Accountsdispute. 9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019. 9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.

Post Completion. 9.1 Following Completion 7.1 With effect from Completion, each Seller and each Guarantor irrevocably and unconditionally releases the Buyer shall use Target Group from any and all reasonable endeavours liabilities relating to ensure that: 9.1.1 the Company’s finance director: (a) produces the management accounts for the Group Companies any period up to 31 December 2019 ("P12 Management Accounts") on or by 9 January 2020; (b) produces a draft of the 2019 Accounts within one month from and including Completion and delivers it waives any and all rights and/or claims such Seller or Guarantor (or any person connected with such Seller or Guarantor) may have against the Target Group on any account whatsoever (other than liabilities that have been Disclosed) whether past, present or future, relating to any period up to and including the Completion Date, whether statutory, contractual or otherwise and whether actual or contingent, and each Seller and Guarantor confirms that there are no sums owed by them (or any person connected to such Seller or Guarantor) to the Seller; andTarget Group save as Disclosed. (c) is 7.2 The Guarantors hereby agree for a period of six months following Completion to be available as and when reasonably requested during business hours on Business Days by the Seller and its auditors to answer questions and respond to queries raised on the draft of the 2019 Accounts and the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review of the draft of the 2019 Accounts and the P12 Management Accounts including providing: (a) access to and copies of all such documents and information as are in their possession or under their control; and (b) access upon reasonable notice and during normal working hours (unless exceptionally required as part for reasonable periods of an urgent request) time for on-site consultation to all relevant personnel as may the Buyer and/or the Target Group to assist in any case reasonably be requested for the purpose of reviewing the draft integration of the 2019 AccountsTarget Group within the Buyer’s Group. 9.2 Following 7.3 For a period of at least one (1) year following the Completion Date, the Buyer shall procure that no Group Company changes its accounting reference date for each Key Employee shall be entitled to receive while in the accounting period ending 31 December 2019. 9.3 employ of the Target Group, at least the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately prior to the Completion Date. The Buyer shall use otherwise employ such Key Employees in line with the Buyer’s standard employment policies and terms and conditions of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all reasonable endeavours after Completion liabilities relating to effect any liability that the release and discharge Target may have in full relation to any Swiss withholding tax (on a non-recourse basis to the Seller and the Retained Group“Verrechnungssteuer”) on: (i) freely available reserves of the Seller or any member Target existing at the Completion Date but then not yet distributed by the Target, which tax might in such case not be recoverable by the Buyer as a result of the Seller’s Group from the guarantee in favour designation of the Group Companies in Sellers as off-shore structures and accordingly being deemed to be recipients of such dividends distributed by the H&CA framework agreement Target after the Completion Date; (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand ii) the amount of all Losses incurred free cash on the Xxxx.xx LLC and Xxxx.xx Holding LLC balance sheets, not qualifying as operating cash according to Swiss tax law; (iii) the difference between the acquisition value and the market value of Xxxx.xx LLC and Xxxx.xx Holding LLC acquired by the Seller Target, and waives any member of and all rights and/or claims the Retained Group arising directly Buyer (or indirectly from any claims made person connected with the Buyer) may have against the Sellers and Guarantors on any account whatsoever whether past, present or future, relating to the foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor in respect of that guarantee in the Agreementforegoing. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Group.

Post Completion. 9.1 Following Tenant shall have the right to cancel this Lease and, at Tenant’s option, the ** Lease, upon written notice to Landlord, at any time during the time period commencing on the date of Substantial Completion of the Buyer shall use all reasonable endeavours ** (as defined in paragraph 3 of Exhibit G) and ending upon the earlier date to ensure that: 9.1.1 occur of (i) the Company’s finance director: date of Substantial Completion of the Building Improvements (as defined in Exhibit G), and (ii) the date that is six (6) months after Close-In of the ** (as defined in Exhibit F), provided, however, that Tenant shall, at its option, (a) produces pay to Landlord an amount equal to one hundred twenty-five percent (125%) of Landlord’s Costs (as defined in Section 13.4 but without taking into account the management accounts for the Group Companies exclusions stated therein) to 31 December 2019 ("P12 Management Accounts") date, such payment to be made on or by 9 January 2020; before the fifth business day after Landlord shall have provided Tenant with a written notice setting forth the amount thereof and including appropriate supporting documentation, or (b) produces continue to be obligated to pay to Landlord all Rent and other charges which would otherwise become due and payable under the Lease, as well as all expenses incurred by Landlord as a draft result of Tenant not performing in accordance with the 2019 Accounts within one month from Completion other terms of this Lease (including, without limitation, utility charges, real estate taxes, insurance costs and delivers it to the Seller; and (c) is available costs of maintenance and repair), as and when reasonably requested during business hours on Business Days by the Seller same would have been due and its auditors payable under this lease less any proceeds to answer questions and respond to queries raised on the draft Landlord from any reletting of the 2019 Accounts **, or portion(s) thereof, to replacement tenants. Landlord does not hereby assume any obligation whatsoever to relet the ** or to otherwise mitigate its damages; provided, however, that Tenant shall have the right to present to Landlord its consent a replacement tenant or tenants, and that Landlord’s consent to such replacement tenant(s) shall not be unreasonably withheld, conditioned or delayed, it being agreed that Landlord may reasonably base a refusal to consent upon the P12 Management Accounts; and 9.1.2 each Group Company provides all reasonable assistance to the Seller and its auditors in the review reputation or business of the draft proposed sublessee, any restrictions placed upon Landlord by any Lender of the 2019 Accounts and the P12 Management Accounts including providing: (a) access to and copies of all such documents and information as are in their possession Landlord or under their control; and (b) access upon reasonable notice and during normal working hours (unless exceptionally required as part of an urgent request) to all relevant personnel as may in any case reasonably be requested for the purpose of reviewing the draft of the 2019 Accounts. 9.2 Following Completion the Buyer shall procure that no Group Company changes its accounting reference date for the accounting period ending 31 December 2019. 9.3 The Buyer shall use all reasonable endeavours after Completion to effect the release and discharge in full (on a non-recourse basis to the Seller and the Retained Group) of the Seller contractual restrictions or any member of the Seller’s Group from the guarantee in favour of the Group Companies in the H&CA framework agreement (“Agreement”). Pending the release and discharge, the Buyer shall pay to the Seller on demand the amount of all Losses incurred by the Seller and any member of the Retained Group arising directly or indirectly from any claims made in respect of that guarantee in the Agreement. 9.4 To the extent that a reasonably satisfactory replacement to the AR Agreement as envisaged by clause 5.5 is not entered into by Completion, the Seller shall procure that the arrangements in place pursuant covenants to which the existing AR Agreement shall continue to apply for a period of not more than 6 months after Completion save that it Landlord is acknowledged that the arrangement may be facilitated by any appropriate member of the Seller’s Groupbound.