Purchaser and Seller acknowledge that Seller has entered into a Lease with Empire Today, LLC, dated September 12, 2014 (the “Empire Lease”), and that occupancy by the tenant thereunder may occur after the Closing if the tenant improvements (the “Empire Improvements”) required under the Empire Lease to be provided by Seller, as landlord under the Empire Lease, have not been completed as of the Closing Date. Seller shall use commercially reasonable efforts to complete and fully pay for the Empire Improvements prior to Closing. However, in the event such improvements are not completed prior to Closing, Seller shall be required to complete the Empire Improvements following Closing as hereinafter provided, at the expense of Seller, and Seller shall be responsible for the commission payable upon the occupancy by the tenant under the Empire Lease (one-half of the commission for the initial term having been paid by Seller prior to the date hereof and any remaining one-half being due upon initial occupancy). In addition, Seller has entered into a Fifth Amendment to Lease dated November 11, 2014 (the “Turnils Amendment”) with Turnils North America, Inc. (“Turnils”), under which a tenant allowance is payable to Turnils and a leasing commission is also payable. If such commissions with respect to the Empire Lease or the Turnils Amendment are not paid at or prior to Closing, or if the tenant allowance has not been paid to Turnils at or prior to Closing, then any such unpaid amount(s) shall be credited to Purchaser at the Closing and Purchaser shall assume the obligation to make such payments as and when due. To the extent any such commission (or a portion thereof) has been paid, Seller will provide a copy of a cancelled check, an acknowledgement of receipt and/or other evidence thereof reasonably acceptable to Purchaser (confirming payments made and amounts remaining due, if any) prior to Closing. To the extent any of the tenant improvement allowance has been paid with respect to the Turnils Amendment, Seller shall deliver copies of paid receipts/invoices, lien waivers, releases and/or other evidence of payment reasonably acceptable to Purchaser (confirming payments made and amounts remaining due, if any) prior to Closing. With respect to the Empire Improvements, Seller shall deliver copies of paid receipts/invoices, lien waivers, releases and/or other evidence of the construction of such improvements and payment of the cost thereof reasonably acceptable to Purchaser (including evidence of percentage of work perf...
Purchaser and Seller acknowledge that Seller s damages would be difficult or impossible to determine in the event of Purchaser's failure to perform its obligations under this Agreement and that the Xxxxxxx Money is a reasonable estimate of such damages. The Xxxxxxx Money shall, therefore, be liquidated damages to Seller and retention thereof shall be Seller's sole and exclusive remedy for Purchaser's default under this Section 6.1. Seller expressly waives the remedies of specific performance and additional damages. Notwithstanding the foregoing, nothing contained in this Section 6.1 will limit Seller's remedies at law, in equity or under this Agreement in the event of any breach by Purchaser of any obligations which survive Closing or termination of this Agreement, subject, however, to the limitations described in Section 5.6 above.
