Purchase Price Payment and Seller’s Post-Closing Work Obligation Acknowledgments. Notwithstanding anything to the contrary, Seller acknowledges and agrees that (a) Buyer’s obligation to purchase the Closing Assets from Seller is subject to the terms and conditions of this Agreement, including the satisfaction (or waiver) of the conditions to the Closing set forth in Article XXI (Buyer’s Conditions to Closing), (b) Buyer will not make progress or similar advance payments of the Purchase Price to Seller and the Purchase Price will be payable in three (3) installments due on each of the Closing Date, the Substantial Completion Payment Date, and the date on which Final Completion is achieved, and subject to adjustment from time to time as described in this Agreement, (c) if the Closing does not occur, Seller will retain all of the Project Assets, subject to limited exceptions set forth in Section 25.2, and (d) if the Closing occurs, Seller’s obligation to cause the Work to achieve Substantial Completion and Final Completion and to perform its other obligations under this Agreement will continue and, except to the extent provided in fully executed and delivered Post-Closing Assignment and Assumption Agreements and Section 25.2, will not be assumed by Buyer.
