Covenants Regarding Post-Closing Assistance Sample Clauses

Covenants Regarding Post-Closing Assistance. (a) Seller hereby covenants (which covenant shall bind Seller’s successors and assigns) that, upon Buyer’s written request, delivered within five (5) years after the Closing Date, Seller shall provide reasonable political and/or logistical assistance and support to Buyer in connection with any efforts by Buyer (i) to secure any Office Authorizations to be allocated to the Land, (ii) to obtain any other discretionary permits, licenses, authorizations, and/or approvals (including, but not limited to, approvals from the Redevelopment Agency under the South DRDAP) (generally, “Discretionary Approvals”) in connection with the Land, and/or (iii) to apply to the Acquired Square Footage any definition regarding floor area set forth in the South Design for Development. Such assistance and support is not intended to rise to the level of services customarily provided pursuant to professional services or consulting agreements, but is intended to include such services as providing general advice regarding the preparation and/or presentation of applications (and supporting materials) for Discretionary Approvals and appearing at public hearings and otherwise communicating with Government Representatives in support of such applications. Notwithstanding any of the foregoing, under no circumstances shall Seller be required to assist or support any efforts by Buyer (x) to modify the Development Entitlements, to change or attempt to change any zoning applicable to the Land, or to obtain or attempt to obtain any zoning variance or exception for the Land without Master Developer’s written consent, or (y) that Seller determines, in Seller’s reasonable discretion, would impair or otherwise have an adverse effect on the development, operation, and/or management of any Seller Party Property. Buyer shall reimburse Seller for all reasonable costs and expenses actually incurred by Seller in providing such assistance and support (including, but not limited to, reasonable charges for services rendered in connection with such support by any employee of any Seller Party) within thirty (30) days after Buyer’s receipt of an invoice therefor, together with reasonably acceptable substantiation thereof. If Seller (or any successor or assign) breaches or violates the foregoing covenant, Buyer (or any other Property Owner) may pursue all remedies available to Buyer (or such Property Owner) at law, including, but not limited to, an action for actual (but not consequential) damages. (b) Buyer here...