Common use of Post Completion Clause in Contracts

Post Completion. 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 Guarantors hereby agree for a period of six months following Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to the 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 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 Buyer’s standard employment policies and terms and conditions of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the 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 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 foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor in respect of the foregoing.

Post Completion. 7.1 With effect 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 Seller and each Guarantor irrevocably and unconditionally releases the Target Group from any and all liabilities relating to any period up to and including Negotiated Lease following 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 Guarantors hereby agree for a period of six months following 1 month after Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to after which the 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 Purchaser shall be entitled to receive while 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 employ relevant heads of agreement and draft tenancy documents disclosed by the Target Group, at least Vendor to the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately Purchaser prior to the Completion Date. The Buyer shall otherwise employ such Key Employees in line with the Buyer’s standard employment policies and terms and conditions date of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the 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 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 foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor this agreement in respect of the foregoingrelevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 25.3(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 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. 7.1 With effect 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 Seller and each Guarantor irrevocably and unconditionally releases the Target Group from any and all liabilities relating to any period up to and including Negotiated Lease following 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 Guarantors hereby agree for a period of six months following 1 month after Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to after which the 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 Purchaser shall be entitled to receive while 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 employ relevant heads of agreement and draft tenancy documents disclosed by the Target Group, at least Vendor to the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately Purchaser prior to the Completion Date. The Buyer shall otherwise employ such Key Employees in line with the Buyer’s standard employment policies and terms and conditions date of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the 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 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 foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor this agreement in respect of the foregoingrelevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 25.3(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 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. 7.1 With effect 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 Seller and each Guarantor irrevocably and unconditionally releases the Target Group from any and all liabilities relating to any period up to and including Negotiated Lease following 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 Guarantors hereby agree for a period of six months following 1 month after Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to after which the 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 Purchaser shall be entitled to receive while 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 employ relevant heads of agreement and draft tenancy documents disclosed by the Target Group, at least Vendor to the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately Purchaser prior to the Completion Date. The Buyer shall otherwise employ such Key Employees in line with the Buyer’s standard employment policies and terms and conditions date of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the 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 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 foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor this agreement in respect of the foregoingrelevant 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. 7.1 With effect 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 Seller and each Guarantor irrevocably and unconditionally releases the Target Group from any and all liabilities relating to any period up to and including Negotiated Lease following 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 Guarantors hereby agree for a period of six months following 1 month after Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to after which the 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 Purchaser shall be entitled to receive while 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 employ relevant heads of agreement and draft tenancy documents disclosed by the Target Group, at least Vendor to the same level of salary or wages (excluding any other compensation or bonus of whatever nature) as were paid to such Key Employees immediately Purchaser prior to the Completion Date. The Buyer shall otherwise employ such Key Employees in line with the Buyer’s standard employment policies and terms and conditions date of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the 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 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 foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor this agreement in respect of the foregoingrelevant tenancy and otherwise in a form acceptable to the Purchaser acting reasonably; and (4) subject to compliance with clause 25.3(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 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. 7.1 With effect from CompletionTenant shall have the right to cancel this Lease and, each Seller and each Guarantor irrevocably and unconditionally releases at Tenant’s option, the Target Group from ** Lease, upon written notice to Landlord, at any and all liabilities relating to any time during the time period up to and including commencing on the date of Substantial 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 Guarantors hereby agree for a period of six months following Completion to be available on reasonable notice and for reasonable periods of time for on-site consultation to the Buyer and/or the Target Group to assist in the integration of the Target Group within ** (as defined in paragraph 3 of Exhibit G) and ending upon the Buyer’s Group. 7.3 For a period earlier date to occur of at least one (1) year following the Completion Date, the Buyer shall procure that each Key Employee shall be entitled to 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 Buyer’s standard employment policies and terms and conditions of employment. 7.4 The Buyer irrevocably and unconditionally releases the Sellers and Guarantors from any and all liabilities relating to any liability that the Target may have in relation to any Swiss withholding tax (“Verrechnungssteuer”) on: (i) freely available reserves the date of Substantial Completion of the Target existing 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) 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 Completion Date but then not yet distributed 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 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 the Target, which tax might in such case not be recoverable by the Buyer Landlord as a result of Tenant not performing in accordance with the designation other terms of this 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 Sellers as off-shore structures and accordingly being deemed **, or portion(s) thereof, to be recipients of such dividends distributed by replacement tenants. Landlord does not hereby assume any obligation whatsoever to relet the Target after ** or to otherwise mitigate its damages; provided, however, that Tenant shall have the Completion Date; (ii) the amount of free cash on the ▇▇▇▇.▇▇ LLC and ▇▇▇▇.▇▇ Holding LLC balance sheets, not qualifying as operating cash according right to Swiss tax law; (iii) the difference between the acquisition value and the market value of ▇▇▇▇.▇▇ LLC and ▇▇▇▇.▇▇ Holding LLC acquired by the Targetpresent to Landlord its consent a replacement tenant or tenants, and waives any and all rights and/or claims 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 refusal to consent upon the Buyer (reputation 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 foregoing, whether statutory, contractual or otherwise and whether actual or contingent, and the Buyer confirms that there are no sums owed to it (or any person connected to the Buyer) by the Sellers or the Guarantor in respect business of the foregoingproposed sublessee, any restrictions placed upon Landlord by any Lender of Landlord or upon any contractual restrictions or covenants to which Landlord is bound.