Common use of Post Completion Clause in Contracts

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. 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)(325.3(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 19 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 expert 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. 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 7.1 With effect from Completion. , each Seller and each Guarantor irrevocably and unconditionally releases the Target Group from any and all liabilities relating to any period up to and including Completion and waives any and all rights and/or claims such Seller or Guarantor (or any person connected with such Seller or Guarantor) may have against the Target Group on any account whatsoever (other than liabilities that have been Disclosed) whether past, present or future, relating to any period up to and including the Completion Date, whether statutory, contractual or otherwise and whether actual or contingent, and each Seller and Guarantor confirms that there are no sums owed by them (or any person connected to such Seller or Guarantor) to the Target Group save as Disclosed. 7.2 The Vendor and Purchaser acknowledge and Guarantors hereby 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 six months following Completion after which to be available on reasonable notice and for reasonable periods of time for on-site consultation to the Purchaser Buyer and/or the Target Group to assist in the integration of the Target Group within the Buyer’s Group. 7.3 For a period of at least one (1) year following the Completion Date, the Buyer shall procure that each Key Employee shall be entitled to and responsible for undertaking all dealings receive while in the employ of the Target Group, at least the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately prior to the Completion Date. The Buyer shall otherwise employ such Key Employees in line with the proposed tenantBuyer’s standard employment policies and terms and conditions of employment. (2) 7.4 The Buyer irrevocably and unconditionally releases the Vendor must consult with Sellers and Guarantors from any and all liabilities relating to any liability that the Purchaser and keep the Purchaser informed Target may have in relation to any Swiss withholding tax (“Verrechnungssteuer”) on: (i) freely available reserves of the Target existing at the Completion Date but then not yet distributed by the Target, which tax might in such case not be recoverable by the Buyer as a result of the designation of the Sellers as off-shore structures and accordingly being deemed to be recipients of such dividends distributed by the Target after the Completion Date; (ii) the amount of free cash on the ▇▇▇▇.▇▇ LLC and ▇▇▇▇.▇▇ Holding LLC balance sheets, not qualifying as operating cash according to Swiss tax law; (iii) the difference between the acquisition value and the market value of ▇▇▇▇.▇▇ LLC and ▇▇▇▇.▇▇ Holding LLC acquired by the Target, and waives any and all matters rights and/or claims the Buyer (or any person connected with the Buyer) may have against the Sellers and Guarantors on any account whatsoever whether past, present or future, relating to the Negotiated Lease; foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (3or any person connected to the Buyer) 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 Sellers or the Purchaser prior to the date of this agreement Guarantor 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 documentsforegoing. (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. 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)(325.3(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 19 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 expert 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. 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)(325.3(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 20 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 expert 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. Leases under Negotiation Tenant shall have the right to cancel this Lease and, at Tenant’s option, the ** Lease, upon written notice to Landlord, at any time during the time period commencing on the date of Substantial Completion of the ** (as defined in paragraph 3 of Exhibit G) and ending upon the earlier date to occur of (i) the date of Substantial Completion of the Building Improvements (as defined in Exhibit G), and (ii) the date that is six (6) months after Close-In of the ** (as defined in Exhibit F), provided, however, that Tenant shall, at its option, (a) Where pay to Landlord an amount equal to one hundred twenty-five percent (125%) of Landlord’s Costs (as defined in Section 13.4 but without taking into account the exclusions stated therein) to date, such payment to be made on or before the fifth business day after Landlord shall have provided Tenant with a Negotiated Lease is written notice setting forth the amount thereof and including appropriate supporting documentation, or (b) continue to be obligated to pay to Landlord all Rent and other charges which would otherwise become due and payable under the Lease, as well as all expenses incurred by Landlord as a result of Tenant 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 performing in accordance with the commercial other 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 Lease (including, without limitation, utility charges, real estate taxes, insurance costs and costs of maintenance and repair), as and when the same would have been due and payable under this lease less any proceeds to Landlord from any reletting of the relevant tenancy **, or portion(s) thereof, to replacement tenants. Landlord does not hereby assume any obligation whatsoever to relet the ** or to otherwise mitigate its damages; provided, however, that Tenant shall have the right to present to Landlord its consent a replacement tenant or tenants, and otherwise in that Landlord’s consent to such replacement tenant(s) shall not be unreasonably withheld, conditioned or delayed, it being agreed that Landlord may reasonably base a form acceptable refusal to consent upon the Purchaser acting reasonably; and (4) subject to compliance with clause 27.3(a)(3), the Purchaser will execute any lease reputation 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 business of the Purchaser on Completionproposed sublessee, any restrictions placed upon Landlord by any Lender of Landlord or upon any contractual restrictions or covenants to which Landlord is bound. (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.