Common use of Effective as of the Closing Clause in Contracts

Effective as of the Closing. Buyer assumes and agrees to fully perform a share of Seller’s express or implied covenants under the Leases and other Property, with such share being proportionate to the undivided interests of Seller being sold to Buyer pursuant to this Agreement; provided, however, Buyer shall not assume any obligations or liabilities to the extent they are (i) costs allocated to Seller under this Agreement, or (ii) attributable to the gross negligence or willful misconduct of Seller in connection with the Properties (collectively, the “Seller Retained Liabilities”).