Retained Parcel Earnout Clause Samples

Retained Parcel Earnout. Purchaser is desirous of purchasing the Retained Parcel, including the improvements to be constructed by Seller and the Seller’s interest in leases of the Retained Parcel. The parties agree that during the period commencing on the Effective Date, and for ten (10) business days thereafter (the parties will use good faith diligent efforts to enter into an amendment to this Agreement, or a separate agreement with respect to Seller’s development and leasing of the Retained Parcel and the sale by Seller and acquisition by Purchaser of the Retained Parcel, once development and leasing are complete. The parties agree that the formula for determining the purchase price for the Retained Parcel shall be equal to (a) the amount of annual base, fixed or minimum rent ("Base Rent") from all approved leases (exclusive of any percentage rents or expense reimbursements) for the twelve (12) month period commencing on closing date of the Retained Parcel, less the slippage, divided by (b) .086148. For example, if the amount of Base Rent from all approved leases is $247,200.00 for the first twelve (12) months following the closing date for the Retained Parcel, and there is no slippage, the purchase price for the Retained Parcel would be $2,869,480.00. Further Purchaser agrees that Petsmart is a an acceptable tenant for purposes of any development of the Retained Parcel to which this provision is applicable. The parties agree that Purchaser shall not be obligated to acquire the Retained Parcel from Seller, or pay the Retained Parcel purchase price, unless the Retained Parcel has been leased to acceptable tenants, who have opened for business in their premises and commenced full payment of Base Rent and additional charges, within twenty-four (24) months following the Closing Date. Seller shall not be obligated to sell the Retained Parcel to Purchaser, if Seller is has not entered into leases acceptable to Purchaser and Seller.