Common use of Covenants Regarding Post-Closing Assistance Clause in Contracts

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 hereby covenants (which covenant shall bind Buyer’s successors and assigns) that, upon any Seller Party Owner’s written request, delivered within five (5) years after the Closing Date, Buyer shall provide reasonable political and/or logistical assistance and support to such Seller Party Owner in connection with any efforts by such Seller Party Owner (i) to secure any Office Authorizations to be allocated to any Seller Party Property, and/or (ii) to obtain any other Discretionary Approvals in connection with any such Seller Party Property. 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 Buyer be required to assist or support any efforts by any Seller Party Owner (x) to modify the Development Entitlements, to change or attempt to change any zoning applicable to any Seller Party Property, or to obtain or attempt to obtain any zoning variance or exception for any such Seller Party Property without Master Developer’s written consent, or (y) that Buyer determines, in Buyer’s reasonable discretion, would impair or otherwise have an adverse effect on the development, operation, and/or management of the Land. The affected Seller Party Owner shall reimburse Buyer for all reasonable costs and expenses actually incurred by Buyer 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 Buyer Party) within thirty (30) days after such Seller Party Owner’s receipt of an invoice therefor, together with reasonably acceptable substantiation thereof. If Buyer (or any successor or assign) breaches or violates the foregoing covenant, the affected Seller Party Owner may pursue all remedies available to such Seller Party Owner at law, including, but not limited to, an action for actual (but not consequential) damages.