Common use of Obligations Pending Closing Clause in Contracts

Obligations Pending Closing. (a) Sellers shall afford to Purchaser and its authorized representatives full access to the offices, properties, books and records and employees, advisors and accountants of Company in order that Purchaser may have full opportunity to make such investigations that it shall desire to make of the affairs of Company. (b) Purchaser shall hold, and shall cause all of its authorized representatives to hold, in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion of its counsel, by other requirements of law, all documents and information furnished to it or them in connection with the transactions contemplated by this Agreement; provided that the foregoing shall not apply to information that is (i) known to Purchaser prior to its disclosure by Seller or Company hereunder (solely as evidenced by the written records of Purchaser) or disclosed to Purchaser by a third party not known by Purchaser to be under a legally binding obligation to keep such information confidential, (ii) publicly disclosed other than by breach by Purchaser of its obligations hereunder, or (iii) required by law, regulation or the rules of any national securities exchange to be disclosed. (c) Each of Purchaser and Sellers shall promptly prepare and file such reports, forms, exhibits and documents with the Federal Trade Commission and the Department of Justice, and Purchaser shall pay such fees, as may be required to be paid by it in order to comply with the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. ss.18a, ▇▇▇▇▇▇▇ Act ss.7A) ("HSR Act") and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (d) Subject to the terms and conditions of this Agreement, Sellers and Purchaser will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. (e) Purchaser and Sellers will, and Sellers will cause Company to, consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation.

Obligations Pending Closing. (a) Sellers Between the date hereof and the date of Closing, Seller shall afford be obligated to Purchaser maintain the Property, and its authorized representatives full access improvements thereon, in their present condition (reasonable wear and tear excluded), and cure all violations of which Seller has been notified of Legal Requirements affecting the Property, or any improvements thereon, whether or not such violations are now noted in the records of, or have been issued by any governmental authorities, until the Closing Date, provided, however, anything in this Agreement to the officescontrary notwithstanding, propertiesincluding, books without limitation, the representations and records warranties of Seller concerning violations of law or any other matter, in no event shall Seller have any obligation to incur any expenses, costs, liabilities or obligations to alter, repair, change or improve the Property or any part thereof, (a) in excess of One Hundred Forty Thousand Dollars ($140,000.00), in the aggregate. In the event Seller undertakes any repair, improvement, compliance with law or other matters which are the obligation of a Space Tenant under a Space Lease, after the date hereof, Seller, may after Closing, bring suit against such space Tenant to recover Seller's expense and employeescost incurred in connection therewith. Purchaser shall cooperate with Seller, advisors and accountants of Company as may reasonably be requested by Seller, but in order that no event shall Purchaser may have full opportunity be required to make such investigations that it participate in any litigation as a party or suffer any costs or expenses. Seller shall desire to make of maintain in force until Closing the affairs of Companycurrent insurance covering the Property (or comparable coverage). (b) Notwithstanding anything to the contrary, the provisions of subparagraph (a), if during the period commencing after the End of the Feasibility Period but prior to the Closing Date, any Repair (hereinafter defined) shall be required, Seller, at its option, may cause the repair to be made at its expense prior to Closing (and Seller shall be entitled to adjourn the Closing Date for up to sixty (60) days in order to perform the Repair); provided, however, if Seller shall elect not to make the Repair prior to Closing, Purchaser, as its sole remedies, may either (i) terminate this Agreement, receive the return of its Deposit (and all interest accrued thereon), and thereafter this Agreement shall be null and void and neither party shall have any obligations hereunder, except for such obligations specified herein to survive the termination of this Agreement, or (ii) purchase the Property and receive from Seller a One Hundred Forty Thousand Dollar ($140,000.00) credit against the Purchase Price, and assume the obligation for making all repairs at its sole expense (and Seller shall have no liability or responsibility for such Repairs). "Repairs" shall mean all repairs to the Property in excess in the aggregate of $140,000.00 cost for all repairs that would be required (1) to cause the Property to be in its condition existing as of the End of the Feasibility Period, and (2) to correct any violation of Legal Requirements set forth in a written notice from a public authority and received by Seller after the End of the Feasibility Period, (i) reasonable wear and tear and (ii) any damage caused by Purchaser or any of Purchaser's agents, employees or contractors excluded. Purchaser shall holdhave no rights under this paragraph relating to any condition existing as of the End of the Feasibility Period, and shall cause all except as set forth in clause (ii) of its authorized representatives to holdthe second preceding sentence. Furthermore, in strict confidence, unless compelled to disclose by judicial or administrative process or, in the opinion provisions of its counsel, by other requirements of law, all documents and information furnished to it or them in connection with the transactions contemplated by this Agreement; provided that the foregoing Section 9.1(b) shall not apply to information that is (i) known to Purchaser prior to its disclosure any damage or destruction by Seller fire or Company hereunder (solely as evidenced by the written records of Purchaser) or disclosed to Purchaser by a third party not known by Purchaser to be under a legally binding obligation to keep such information confidential, (ii) publicly disclosed other than by breach by Purchaser of its obligations hereunder, or (iii) required by law, regulation or the rules of any national securities exchange to be disclosedcasualty. (c) Each of Purchaser and Sellers shall promptly prepare and file such reports, forms, exhibits and documents with the Federal Trade Commission and the Department of Justice, and Purchaser shall pay such fees, as may be required to be paid by it in order to comply with the ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ Antitrust Improvements Act of 1976 (15 U.S.C. ss.18a, ▇▇▇▇▇▇▇ Act ss.7A) ("HSR Act") and to supply as promptly as practicable any additional information and documentary material that may be requested pursuant to the HSR Act and to take all other actions necessary to cause the expiration or termination of the applicable waiting periods under the HSR Act as soon as practicable. (d) Subject to the terms and conditions of this Agreement, Sellers and Purchaser will use their best efforts to take, or cause to be taken, all actions and to do, or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate the transactions contemplated by this Agreement. (e) Purchaser and Sellers will, and Sellers will cause Company to, consult with each other before issuing any press release or making any public statement with respect to this Agreement or the transactions contemplated hereby and, except as may be required by applicable law or any listing agreement with any national securities exchange, will not issue any such press release or make any such public statement prior to such consultation.