Seller’s Post-Closing Obligations. (a) Except to the extent such items have already been taken into account as an adjustment to the Purchase Price, all monies, proceeds, receipts, credits and income attributable to the Assets for all periods of time after the Effective Time shall be the property of Buyer. If, at any time subsequent to the Closing, Seller comes into possession of money or property belonging to the Buyer attributable to ownership or operation of the Assets after the Effective Time, Seller shall promptly deliver such money or other property to the Buyer.
Seller’s Post-Closing Obligations. Seller hereby covenants and agrees as follows:
Seller’s Post-Closing Obligations. The Property lies within the boundaries and jurisdiction of the Haxxxx Xounty Improvement District No. 17 (the “District”). The District was created to, amongst other things, provide sewer and utility infrastructure to the Property. Pursuant to that certain agreement titled the “Haxxxx Xounty Improvement District No. 17 – Black Oak Utility Service Agreement” (the “USA”) and the FMA, and other Ancillary Agreements between the District, the Seller, and Aqua Texas, Inc. (the “Utility”) which are referenced herein and incorporated herein by reference in Exhibit F, the Seller is obligated to construct certain sewer and water utility infrastructure improvements, including internal sewer/water lines within the Property subdivision, a lift station, a force main, and other onsite and offsite improvements (such improvements, insofar as those improvements pertain to, service, and/or if not completed would have a negative impact on servicing the Property, are collectively, the “Improvements”). After Seller’s completion of the Improvements, the Utility is to take over, accept and operate the Improvements, along with separate facilities constructed by the Utility, in order to provide water and sewer service to the lots within the Property subdivision. To facilitate the construction of the Improvements, the Escrow Funds held by the District are or will be accessible by Seller to complete the construction. The parties acknowledge that the Improvements may not be complete prior to Closing. However, Seller will continue its work on the Improvements and complete the Improvements after Closing, in accordance with the terms and schedules stated herein and in the USA, the FMA,and other Ancillary Agreements with specific regard to the Property ..
Seller’s Post-Closing Obligations. If at any time subsequent to the Closing, Seller comes into possession of money or property belonging to the Buyer such money or other property shall be promptly delivered to the Buyer. Seller shall be responsible for and discharge all claims, costs, expenses and liabilities with respect to the Properties which accrue or relate to the times prior to the Effective Time, including all costs attributable to the operation of the Properties for work actually performed and expense actually incurred prior to the Effective Time. Seller shall save harmless and indemnify Buyer, its directors, officers and stockholders from all loss, cost, expense (including attorney’s fees and expenses), penalties and liabilities from Seller’s failure to perform such obligations.
Seller’s Post-Closing Obligations. (a) If at any time subsequent to the Closing, Seller comes into possession of money or property belonging to the Buyer that was not previously accounted for by credit or adjustment according to this Agreement such money or other property shall be promptly delivered to the Buyer.
Seller’s Post-Closing Obligations. At Closing Buyer and each Seller shall enter into an escrow holdback agreement (each a “Post Closing Escrow Holdback Agreement”) pursuant to which each Seller shall deposit an amount equal to *** ******* (****) ** *** ******** ***** allocable to such Seller’s Property with Escrow Holder, to be held in a separate interest-bearing account until ******** **, ****. No account of any Seller shall be available to satisfy claims against any other Seller hereunder. The funds of each Seller shall be released to such Seller on ******** **, ****, unless Buyer has delivered written notice to such Seller and Escrow Holder of a specific claim against such Seller under this Agreement specified in reasonable detail, in which case Escrow Holder shall retain *** ******* ****** **** ******* (****) of the reasonably estimated cost to satisfy such claim until the resolution of such claim.
Seller’s Post-Closing Obligations. Seller shall comply with the following obligations which shall survive Closing:
Seller’s Post-Closing Obligations. If at any time subsequent to the ----------------------------------- Closing, Sellers come into possession of money or property belonging to the Purchaser, such money or other property shall be promptly delivered to the Purchaser. Furthermore, Sellers recognize that Purchaser will be required to audit the historical performance of the Interests and shall cooperate with Purchaser and provide copies of documents requested by Purchaser to accomplish the same.
Seller’s Post-Closing Obligations. On and after the Closing Date, the Seller shall work with the Buyer to finalize plans, designs, and specifications for Property Improvements to the satisfaction of the City departments, consistent with City standards.
Seller’s Post-Closing Obligations. Following the “Closing,” as that term is defined in the Purchase Agreement, Seller, at its sole cost and expense (subject to disbursements from the “Escrowed Funds,” as that term is defined in Section 9, below), shall perform the Post Closing Work in accordance with the terms and conditions of the respective Relocating Tenant Agreements and shall pay all Relocating Tenant Moving Costs in accordance with the terms and conditions of the respective Relocating Tenant Agreements. Purchaser and Seller hereby acknowledge and agree that, except as otherwise expressly provided herein with respect to the Post Closing Work and the Relocating Tenant Moving Costs, Seller shall have no further obligations under the Relocating Tenant Leases from and after the Effective Date. Without limiting the generality of the foregoing, Seller shall have no responsibility or liability to Purchaser or to any Relocating Tenants for any free rent or other similar concessions granted to any of the Relocating Tenants under the Relocating Tenant Leases (including, without limitation, under the Modis Side Letter, the Xxxxxx Side Letter and the Xxxxxx Side Letter), except as otherwise expressly provided herein with respect to the Post Closing Work and the Relocating Tenant Moving Costs.
