In the event Seller fails to perform the Post Closing Work, pay Commissions or pay all financial obligations of Seller hereunder, Purchaser may deduct from the next succeeding Earn-Out Payment payable hereunder after the event of Seller's failure as aforesaid, the cost and expense incurred by Purchaser in completing such incomplete Post Closing Work, paying such unpaid Commissions or paying all financial obligations of Seller hereunder.
All Post Closing Work shall be done (a) at Seller's sole cost and expense, (b) in a fashion to reasonably minimize, taking into account the scope and nature of the Post Closing Work, the disruption to Tenants and New Tenants and to the operation and management of the Project by Purchaser and Purchaser's agents, (c) in compliance with Environmental Laws, and (d) in any event, subject to Force Majeure, with diligence.
Notwithstanding the foregoing, subsequent to the applicable Closing Date, Seller and Seller's agents, contractors and subcontractors shall have access to such portions of the Project necessary and convenient to commence and/or complete (i) the Punchlist Work; (ii) Unacceptable Conditions; (iii) Seller's New Lease Obligations; (iv) incomplete tenant improvement work under Leases; (v) Warranty Work; and (vi) Tenant Inducements (collectively in respect to clauses (i) through (vi), "Post Closing Work").
During the performance of any Post Closing Work, Seller shall maintain commercial public liability insurance in an amount and issued by carriers that are reasonably satisfactory to Purchaser naming Purchaser and those other persons or entities reasonably designated by Purchaser as additional insureds.
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 Schill Side Letter and the George Side Letter), except as otherwise expressly provided herein with respect to the Post Closing Work and the Relocating Tenant Moving Costs.