Common use of After the Closing Clause in Contracts

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lender.

After the Closing. Date Borrower Seller shall, and shall not enter into any lease agreement affecting any portion cause its Affiliates to, preserve, in accordance with Seller’s, or its applicable Affiliates’, standard document retention policies and until the earlier to occur of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease such date as such books and all extensions and renewals thereof, records are transferred to Buyer or its Affiliates or (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion the end of the Project which is on a form Retention Period, all pre-Closing Date books and records of lease which has the Acquired Companies and the Business (including any Business Data) that have not been approved in writing by Lendertransferred to Buyer. During such period, provides for a term upon any reasonable request from Buyer or its Representatives, the member of no more than five the Seller Group holding such books and records shall (5i) years provide to Buyer or any of its Representatives reasonable access to such books and covers less than 5,000 square feet records during normal business hours; provided, however, that such access shall not unreasonably interfere with the conduct of leasable space, the business of Seller or any of its Affiliates holding such books and records and (iiiii) permit Buyer or any lease which has been approved of its authorized Representatives to make copies of such books and records, in writing each case, at no cost to Buyer or its applicable Representatives (provided that Xxxxx will reimburse Seller for reasonable out-of-pocket costs or expenses incurred by LenderSeller). In Nothing herein shall require Parent, Seller or any eventof its Affiliates to disclose any information to Buyer if such disclosure would (A) jeopardize any applicable attorney-client privilege, not more than five percent the work product immunity or any other applicable legal privilege or similar doctrine, (5%B) contravene any applicable Law or contractual confidentiality obligation, (C) jeopardize the health and safety of any employee of Seller or any of its Subsidiaries, in light of COVID-19 or any COVID-19 Measures or (D) result in competitive harm to Seller or any of its Subsidiaries, it being understood that Seller shall use its reasonable best efforts to make other arrangements (including redacting information or entering into joint defense agreements), in the case of each of clauses (A) to (D), that would enable any otherwise required disclosure to Buyer or its Representatives to occur without so jeopardizing any such privilege or immunity or contravening such applicable Law or contractual confidentiality obligation or jeopardizing health and safety or resulting in competitive harm or (E) require Parent, Seller or any of its Affiliates to disclose its Tax records (except for Tax records exclusively of, or with respect to, the Acquired Companies or the Business). Such books and records may be requested under this Section 9.5(b) for any reasonable business purpose, including to the extent reasonably required in connection with accounting, litigation, financial reporting, federal securities disclosure, compliance with contractual obligations of Buyer or any of its Affiliates or review of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to LenderClosing Statement.

After the Closing. Date Borrower shall not enter into any lease agreement affecting any portion of the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereofLease, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable spacespace in the Buildings, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project Buildings shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lender.

After the Closing. Date Borrower Sellers shall continue to have the right, in its own name, to demand payment of and to collect rent and Additional Rent arrearages owed to Sellers by any Tenant, which right shall include the right to continue or commence legal actions or proceedings against any Tenant for the payment of such arrearages (provided, however, Seller shall not enter into commence or continue any lease agreement affecting any portion legal action or proceeding to terminate a Tenant's tenancy or to dispossess a Tenant or otherwise disturb a Tenant's occupancy), and delivery of the Project other than an Approved LeaseLease Assignment shall not constitute a waiver by Sellers of such right. For purposes hereofAt no cost to Purchaser or if Purchaser incurs any cost with Seller's prior written consent, an "Approved Lease" shall mean (i) each Existing Lease Seller agrees to reimburse Purchaser for same, Purchaser agrees reasonably to cooperate with Sellers in connection with all reasonable efforts by Sellers to collect such rents and Additional Rents and to take all extensions reasonable steps, including adding the rent arrearages to Purchaser's bills to Tenant for current rent obligations and renewals thereoftestifying on behalf of Sellers, (ii) any fully executed lease agreement between Borrower and a particular tenant relating whether before or after the Closing Date, as may be 13 reasonably necessary to any portion carry out the intention of the Project which is on a form foregoing, including the delivery to Sellers, upon demand and to the extent in Purchaser's possession, of lease which has been approved any relevant books and records (including any rent or Additional Rent statements, receipted bills and copies of Tenant checks used in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy payment of such proposed Approved Leaserent or Additional Rent), Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating any and all consents or other documents, and the undertaking of any other reasonable act necessary for the collection of such rents and Additional Rents by Sellers. If a Tenant, in response to Sellers' legal actions or proceedings to recover rent and Additional Rent arrearages, commences its own legal action against a Seller or files a counterclaim to such Seller's legal action or proceeding, and such Tenant's legal action or counterclaim names Purchaser as a defendant and relates to the issues raised in Sellers' legal action or proceeding, then, in such event, Seller hereby indemnifies and agrees to hold harmless and defend Purchaser with counsel of Sellers' choice and reasonably acceptable to Purchaser with respect to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lendersuch legal action or counterclaim.

After the Closing. Date Borrower the Buyer shall promptly notify the Seller in writing of the proposed assessment or the commencement of any Tax audit or administrative or judicial proceeding or of any demand or claim on the Buyer or the Target Companies which, if determined adversely to the taxpayer after the lapse of time, could be grounds for payment of Taxes by the Seller under this Agreement. Such notice shall contain factual information (to the extent known to the Buyer or the Target Companies) describing the asserted Tax liability in reasonable detail and shall include copies of any notice or other document received from any taxing authority in respect of any such asserted Tax liability. If the Buyer fails to give the Seller prompt notice of an asserted Tax liability as required by this Section 5.11(g), then the Seller shall be relieved of any obligation to indemnify for any loss arising out of such asserted Tax liability under this Agreement only to the extent that the Seller is actually prejudiced by the failure of the Buyer to give such notice. The Buyer shall have the sole right to direct and control and make all decisions regarding the Target Companies’ interests in any audit or administrative or court proceeding (a “Contest”) relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns for all periods other than the Pre-Closing Tax Period and the Straddle Tax Period. The Seller shall have the right to participate in such Contest (at the Seller’s own expense) only to the extent that the Seller reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Seller. The Seller shall have the right to direct and control and make all decisions regarding the Target Companies’ interests in any Contest relating to Taxes of the Target Companies, including selection of counsel and selection of a forum for such Contest, with respect to all Tax Returns which include the operations of the Target Companies for all Pre-Closing Tax Periods. In such Contest, if a taxing authority proposes a change to the taxable income of any of the Target Companies, the Seller shall promptly notify the Buyer and such notice shall contain factual information (to the extent known to the Seller) describing the asserted Tax liability in reasonable detail. The Buyer shall have the right to participate in such Contest (at the Buyer’s own expense) only to the extent that the Buyer reasonably determines that the settlement or handling of such Contest could have an adverse effect on the Buyer for a period after the Closing Date. Any Contest with respect to Taxes for a Straddle Period shall be controlled jointly by the Seller and the Buyer. If either the Buyer or the Seller elects not to direct and control any Contest that it has the right to direct and control (or participate in such direction or control) pursuant to this Section 5.11(g), the other Party may assume control of such Contest. Neither the Buyer nor the Seller may settle or compromise any Contest subject to this Section 5.11(g) without the prior written consent of the other Party; provided, however, that consent to settlement or compromise shall not enter into any lease agreement affecting any portion of be unreasonably withheld or delayed. The Buyer and the Project other than an Approved Lease. For purposes hereof, an "Approved Lease" shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating Seller agree to any portion of the Project which is on a form of lease which has been approved in writing by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space cooperate in the Project shall be leased to conduct of any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease within five (5) Business Days after it is fully executed. If required by Lender, in conjunction with the execution of an Approved Lease relating to any portion of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to LenderContest.

After the Closing. Date Borrower Seller and Buyer shall jointly appoint a qualified appraiser who shall prepare an appraisal of the fair market value of the major items of equipment at the Manteca Facility. For this purpose, the appraiser shall consider that fair market value means the successful bid at a public auction conducted by Seller upon reasonable notice, which bid is made by a party who would remove the sale item from the Manteca Facility at its expense and utilize it generally for its intended purpose at another location. Buyer shall have the option, which may be exercised by written notice to Seller not enter into later thirty (30) days after Buyer's receipt of such appraisal, to purchase any lease agreement affecting or all such items for a price equal to the fair market value as determined by the appraiser. As to any such items so purchased, Seller shall credit Buyer, against the price thereof, with an amount (the "Manteca Credit Amount") equal to one million seven hundred thousand dollars ($1,700,000). As to any unused portion of the Project Manteca Credit Amount, Buyer may utilize such unused portion in any other offer made to Seller to purchase any other items of such equipment, and, if Seller elects to conduct a public sale of such equipment, Buyer may bid on the same terms as other prospective purchasers and shall have a credit for such unused portion against any successful bid. If Seller elects to sell such equipment to a third party (other than at an Approved Leaseauction), Buyer shall have a right of first refusal to purchase such equipment. For purposes hereofIn such event, an "Approved Lease" Seller shall mean (i) each Existing Lease and all extensions and renewals thereof, (ii) any fully executed lease agreement between Borrower and a particular tenant relating to any portion give Buyer written notice of the Project which is on a form price and terms of lease which has been approved in writing by Lenderany such proposed sale and the identity of the proposed Buyer (the "Sale Notice"), provides for a term of no more than and Buyer shall have five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) days following receipt of the leasable space in the Project shall be leased Sale Notice to any one or more Affiliates exercise its right of Borrower or either Guarantor or any Person which is indebted first refusal by written notice to Borrower or either Guarantor or any Person Seller, in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request case Buyer shall pay to Seller the purchase price for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease equipment within five (5) Business Days after it is fully executedbusiness days thereafter. If required by LenderBuyer does not exercise its right of first refusal within five (5) days following Buyer's receipt of the Sale Notice, Seller may during a period of ninety (90) days after expiration of such five-day period, sell such equipment to the buyer identified in conjunction with the execution of an Approved Lease relating Sale Notice for a price and terms no less favorable to any Seller than set forth in the Sale Notice. If Buyer elects to purchase such equipment pursuant to the Sale Notice, Buyer shall have a credit for the unused portion of the Project, Manteca Credit Amount against Buyer's obligation to pay the tenant thereunder purchase price. Any items of equipment purchased by Buyer under this section shall execute an Estoppel Certificate be removed from the Manteca Facility at Buyer's expense and Subordination, Non-Disturbance at Buyer's risk. The cost of the appraisal provided in this section shall be borne equally by Seller and Attornment Agreement in form and substance satisfactory to LenderBuyer.

After the Closing. Buyer shall have full right and authority to collect for its own account all Closing Receivables and shall make a good faith effort to collect the Closing Receivables. Seller shall immediately pay to Buyer any amount received by Seller after the Closing attributable to payment of any Closing Receivables, except with respect to Assigned Receivables after assignment thereof to Seller as provided below. Within 30 days after the Cut-Off Date, Buyer shall give Seller notice (the "Receivables Notice") specifying the aggregate amount of Closing Receivables collected by Buyer during the period from the Closing Date Borrower through the Cut-Off Date (the "Collected Amount"). If (i) the face amount of the Closing Receivables minus the Collected Amount (the "Uncollected Amount"), exceeds (ii) the Receivables Reserve (the "Receivables Deficiency"), then Seller shall be obligated to pay to Buyer cash in an amount equal to the Receivables Deficiency, plus interest accrued on the amount thereof from and including the Closing Date to but excluding the date of payment at a rate per annum equal to the Interest Rate, within five Business Days after the date that the Receivables Notice is given. If the Receivables Reserve exceeds the Uncollected Amount, then Buyer shall be obligated to pay to Seller cash in an amount equal to such excess, plus interest accrued on the amount thereof from and including the Closing Date, to but excluding the date of payment at a rate per annum equal 10 15 to the Interest Rate, within five Business Days after the date that the Receivables Notice is given. If the Uncollected Amount is greater than zero, on such date that the Receivables Notice is given or, if Seller is obligated to pay to Buyer an amount equal to the Receivables Deficiency, on such date that Seller shall pay Buyer an amount equal to the Receivables Deficiency plus interest as aforesaid, Buyer shall assign to Seller the Closing Receivables (including the unpaid portion of any Closing Receivables) that were not collected during the period from the Closing Date through the Cut-Off Date (the "Assigned Receivables"). Upon an assignment to Seller of Assigned Receivables pursuant to this Section, Buyer shall have no further responsibility with respect to any such Assigned Receivables and shall not enter into any lease agreement affecting be entitled to receive any portion of the Project other than an Approved Lease. For purposes hereofany amounts collected by Seller with respect thereto, an "Approved Lease" and Seller shall mean (i) each Existing Lease be entitled to undertake any and all extensions and renewals thereofcollection efforts (including, (iiwithout limitation, the commencement of legal action) any fully executed lease agreement between Borrower and a particular tenant relating with respect to any portion of the Project which is on a form of lease which has been approved in writing such Assigned Receivables, provided that Buyer shall, if so requested by Lender, provides for a term of no more than five (5) years and covers less than 5,000 square feet of leasable space, and (iii) any lease which has been approved in writing by Lender. In any event, not more than five percent (5%) of the leasable space in the Project shall be leased to any one or more Affiliates of Borrower or either Guarantor or any Person which is indebted to Borrower or either Guarantor or any Person in which Borrower or either Guarantor possesses an ownership interest. Within ten (10) Business Days after receipt by Lender of Borrower's written request for Lender's approval or rejection of a proposed Approved Lease together with a copy of such proposed Approved Lease, Lender shall notify Borrower whether it approves or rejects such proposed Approved Lease; if Lender fails to so notify Borrower within such time period, Lender shall be deemed to have approved such proposed Approved Lease. Borrower shall deliver to Lender a copy of each Approved Lease Seller within five (5) Business Days after it receipt of the Receivables Notice, make a good faith effort to collect the Assigned Receivables for the account of Seller and remit any receipts thereof on the 90th and 180th day after the Cut-Off Date, but after such 180th day Buyer shall have no further obligation to collect the Assigned Receivables. Buyer shall give Seller access to such books and records of Seller with respect to Assigned Receivables as Seller shall reasonably request. Except as provided in the second preceding sentence, Buyer shall promptly pay to Seller any amount received by Buyer after the Cut-Off Date attributable to payment of any Assigned Receivables. For purposes of this Section 3.3, all amounts collected on account of Receivables shall be applied as indicated by the customer or, if no indication is fully executedmade, to the oldest outstanding Receivable, except to the extent that the customer has asserted to Buyer a colorable defense against a Receivable as to which payment would otherwise be applied hereunder. If required Buyer will not notify customers that Seller has guaranteed to Buyer collection of the Closing Receivables, although Seller acknowledges that this Agreement will be filed by Lender, Parent in conjunction the public record with the execution Securities and Exchange Commission. Buyer shall, if so requested by Seller, make a good faith effort to collect the Excluded Receivables for the account of an Approved Lease relating Seller, but Buyer shall have no further obligation to collect the Excluded Receivables after the Cut-Off Date. Buyer shall promptly pay to Seller any portion amount received by Buyer after the Closing attributable to payment of any of the Project, the tenant thereunder shall execute an Estoppel Certificate and Subordination, Non-Disturbance and Attornment Agreement in form and substance satisfactory to Lender.Excluded Receivables. 3.4