Post Completion Sample Clauses
The Post-Completion clause outlines the obligations and actions that parties must fulfill after the main transaction or agreement has been completed. Typically, this may include tasks such as transferring remaining documents, settling outstanding payments, or handling any final administrative matters. By specifying these post-completion requirements, the clause ensures that all necessary follow-up actions are clearly defined, reducing the risk of disputes or unfinished business after the primary deal is closed.
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Post Completion. New Leases
(a) The Purchaser must use all reasonable endeavours throughout the Rental Shortfall Guarantee Period to source and secure tenants to enter into leases on reasonable market terms (including market incentive) for each Rental Shortfall Vacant Tenancy as soon as practicable after Completion. This clause 25.2(a) does not apply to any Rental Shortfall Vacant Tenancy which is either the subject of a new lease that has not commenced or is on Completion occupied by the relevant Tenant.
(b) Where the Purchaser secures a tenant to enter into a lease for a Rental Shortfall Vacant Tenancy or where in relation to a Rental Shortfall Vacant Tenancy a Tenant is paying Rent, the Vendor’s liability to pay the Rent Shortfall Payment will:
(1) in circumstances where the Effective Rent under the lease is less than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be reduced by the Effective Rent secured under the lease for that Rental Shortfall Vacancy Tenancy; and
(2) in circumstances where the Effective Rent under the lease is equal to or greater than the Rent Shortfall Payment for that respective Rental Shortfall Vacant Tenancy, be extinguished and no Rent Shortfall Payment will be payable by the Vendor.
Post Completion. This agreement shall remain in full force and effect after Completion in respect of all obligations, agreements, covenants and undertakings contained in or implied by this agreement which have not been done, observed or performed at or prior to Completion and in respect of all warranties, representations and indemnities contained in this agreement.
Post Completion. Leases under Negotiation
(a) Where a Negotiated Lease is not executed by all parties by Completion the Rent Shortfall Guarantee Period for that Negotiated Lease will be 18 months from Completion. The Vendor and Purchaser acknowledge and agree that:
(1) the Vendor will be responsible for continuing to manage, negotiate and procure the execution of each Negotiated Lease following Completion for a period of 1 month after Completion after which the Purchaser shall be entitled to and responsible for undertaking all dealings with the proposed tenant
(2) the Vendor must consult with the Purchaser and keep the Purchaser informed in relation to all matters relating to the Negotiated Lease;
(3) the Purchaser shall not be obliged to enter into any lease or other arrangement with any proposed tenant under a Negotiated Lease except in accordance with the commercial terms set out in the relevant heads of agreement and draft tenancy documents disclosed by the Vendor to the Purchaser prior to the date of this agreement in respect of the relevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and
(4) subject to compliance with clause 27.3(a)(3), the Purchaser will execute any lease or other arrangement with the proper tenant under a Negotiated Lease and the Purchaser will be responsible for all incentives payable under those documents.
(b) Any:
(1) Incentive payable under each Negotiated Lease;
(2) leasing fees payable to any leasing agent engaged by the Vendor in connection with each Negotiated Lease, known as at the Date for Completion; and
(3) legal fees payable under each Negotiated Lease, as set out in Schedule 18 will be adjusted in favour of the Purchaser on Completion.
(c) To the extent that any amount is not known or cannot be reasonably ascertained prior to Completion:
(1) the Purchaser's reasonable estimate of the amount will in addition to the Retention Amount, be retained from the Balance Sale Price and held by the Vendor’s Solicitors in accordance with clause 26; and
(2) the parties will within 21 days after Completion, use reasonable endeavours to agree on the relevant amount and failing agreement, the dispute is to be resolved by suitably qualified appointed by the parties. If the parties cannot agree on an expert to be appointed, either party may apply to the Australian Property Institute (NSW division) to appoint a suitably qualified expert to determine the dispute.
Post Completion. Contractor shall not submit any Change Proposals after Engineer issues a written recommendation of final payment pursuant to Paragraph 15.06.B.
Post Completion. 5.1 The Seller shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Seller (or copies thereof, if originals are not in the Seller’s possession) are made available for collection by the Purchaser within normal business hours as soon as reasonably practicable after the Completion Date.
Post Completion. On and from Completion:
(a) all Information in the possession or control of the Sellers relating to or in any way connected with the Company will be deemed to be “Confidential Information” of or relating to the Buyer for the purposes of this clause 17 and the Sellers must comply with the provisions of this clause 17 as if the Sellers were a “Receiving Party” of that Confidential Information; and
(b) the Buyer may make use of the Confidential Information of or relating to the Company as it sees fit and without restriction under this Agreement.
Post Completion. 7.1 Each of the parties shall and shall procure that any other necessary party shall execute all such documents and deeds and do all such acts and things as reasonably required to transfer to the Buyer the legal and beneficial ownership of the Sale Shares and to give the parties the full benefit of this agreement.
7.2 The Seller agrees that for so long as any Sale Shares remain registered in its name it will:
(a) not exercise any of its rights as a member of the Company or appoint any other person, other than the Buyer or the Buyer’s nominee, to exercise such rights;
(b) hold on trust for and pay or deliver to the Buyer any distributions or notices, documents or other communications which may be received after the date of this agreement by it in its capacity as a member of the Company from the Company or any third party;
(c) on request by the Buyer ratify all documents executed and acts done by the Buyer as its attorney.
7.3 The Seller agrees, that should any Intellectual Property be identified after Completion which is not owned by the Company and that the Company requires in order to carry on its business in the same manner as that business was conducted as at the date of this agreement, the Seller shall (or shall procure that the relevant entity shall), within a reasonable period of time, assign such Intellectual Property to the Company, such assignment granted in consideration of the Consideration paid under this agreement.
Post Completion. 6.1 For so long after Completion as each Seller remains the registered holder of its Sale Shares, such Seller shall hold such Sale Shares registered in their name and all dividends accrued or to accrue on them pending registration of their transfer to the Buyer on trust for the Buyer and will pay and deal with them and dividends on them as the Buyer may direct.
6.2 Each Seller shall, at their own cost and expense, execute all such documents and deeds and do all such acts and things as the Buyer may from time to time reasonably require to transfer to the Buyer the legal and beneficial ownership free from all Encumbrances of such Seller’s Sale Shares.
Post Completion. Changes OCII has a particular interest in the Site and in the nature and extent of the permitted changes to the Improvements. Accordingly, it desires to and does hereby impose the following particular controls on the Site and on the Improvements: during the term of this Ground Lease, neither Tenant, nor any voluntary or involuntary successor or assign, shall make or permit any Change in the Improvements, as Change is hereinafter defined, unless the express prior written consent for any Change shall have been requested in writing from OCII and obtained, and, if obtained, upon such terms and conditions as OCII may reasonably require. OCII agrees not to withhold or delay its response to such a request unreasonably.
Post Completion. 6.1 The Sellers shall ensure that (to the extent not delivered prior to Completion) the Interests Documents and all Data in the possession or control of the Sellers (or copies thereof, if originals are not in the Sellers possession) are made available for collection by the Purchaser, at its own expense, within normal business hours as soon as reasonably practicable after the Completion Date.
6.2 The Purchaser acknowledges that the Sellers shall have the right to retain copies of any of the Interests Documents and Data, subject to the same being maintained in confidence in accordance with the provisions of Clause 9.
6.3 Upon each and every Seller’s request, from time to time, the Purchaser will support any application by such Seller for release from any notice or notices issued to the Seller or any of its Affiliates under section 29 of the ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇.