Seller's Post-Closing Obligation. (a) Seller shall use its commercially reasonable efforts to cause the Partnership to deliver to Buyer, within thirty (30) days after the Closing Date, a duly executed and delivered Estoppel Certificate, substantially in the form of Exhibit K annexed hereto and hereby made a part hereof, from Tenants under those Tenant Leases demising more than Five Thousand (5,000) net rentable square feet of space in the Improvements (the "Major Leases"). To the extent the Major Leases do not, in the aggregate, demise at least eighty-five (85%) of the total net, rentable square footage in the Improvements, Seller shall use its commercially reasonable efforts to cause the Partnership to deliver Estoppel Certificates from a sufficient number of additional Tenants so that Estoppel Certificates shall have been received with respect to at least eighty-five (85%) of the total net, rentable square footage in the Improvements.
Seller's Post-Closing Obligation. Buyer acknowledges and agrees that Seller is currently renovating the plaza area located in front of the Building in accordance with an approved set of plans and specifications with respect thereto (the "APPROVED PLAZA RENOVATION PLANS"). The work being performed pursuant to the Approved Plaza Renovation Plans is herein referred to as the "PLAZA RENOVATION". Buyer further acknowledges and agrees that (i) the Plaza Renovation may not be completed as of the Close of Escrow, (ii) if the Plaza Renovation is not completed as of the Close of Escrow, Seller shall have the right to complete such Plaza Renovation, at Seller's expense, after the Close of Escrow and Buyer shall provide Seller with reasonable access and otherwise cooperate with Seller in connection with Seller's efforts to complete the Plaza Renovation, and (iii) in connection with the performance of the Plaza Renovation Work, the entrance to the courtyard may be temporarily blocked or impaired. Seller agrees to indemnify, defend and hold harmless Buyer from and against any and all actual damages, costs or losses sustained by Buyer as a direct result of the completion of such Plaza Renovation by Seller after the Close of Escrow (other than to the extent arising out of or resulting from any act or the negligence or willful misconduct of Buyer or any of Buyer's agents, representatives or employees).
Seller's Post-Closing Obligation. From and after the Closing, except as otherwise expressly provided in this Agreement or in other agreements delivered in connection herewith, Seller shall, and shall use Commercially Reasonable Efforts to cause its Affiliates, officers, directors, employees, agents, representatives, successors and assigns, as applicable to, (a) maintain the confidentiality of, (b) not use in any way that would reasonably be expected to be adverse to, or have an adverse effect on, Parent or Athena, and (c) not divulge, to any Person (other than their representatives and advisors) all confidential or proprietary information of Athena or Parent, except with the prior written consent of Parent (which consent will not be unreasonably withheld, delayed or conditioned) or except as may reasonably be necessary in connection with the performance, enforcement and/or defense of any indemnification obligations under this Agreement, to perform or enforce any covenants under this Agreement, or except as may be required by Legal Requirement; provided, however, that the foregoing limitations shall not apply to information that (i) otherwise becomes lawfully available to Seller or its Affiliates, officers, directors, employees, agents, representatives, successors and assigns after the Closing Date on a non-confidential basis from a third party who, to the Knowledge of Seller, is not under an obligation of confidentiality to Parent or Athena or (ii) is or becomes generally available to the public without breach of this Agreement by Seller or its Affiliates, officers, directors, employees, agents and representatives.
