of this Section 6.7(a) shall survive the
Closing (and not be merged therein).
(B)
COMPLETION OF APPROVED I&I OBLIGATIONS.
IN THE EVENT THAT SELLER
HAS NOT SATISFIED THE REQUIREMENTS OF THE I&I COVENANT FOR THE ISSUANCE OF A
CERTIFICATE OF OCCUPANCY PRIOR TO THE CLOSING, BUYER AND SELLER AGREE THAT AN
AMOUNT EQUAL TO FOUR HUNDRED PERCENT (400%)
OF THE COST OF THE REMAINING WORK
(THE "I&I ESCROWED AMOUNT") TO BE COMPLETED TO SATISFY THE REQUIREMENTS FOR THE
ISSUANCE OF THE CERTIFICATE OF OCCUPANCY, AS MORE PARTICULARLY SET FORTH IN THE
I&I COVENANT (THE "REMAINING WORK") SHALL BE HELD BACK FROM THE PURCHASE PRICE
AND WILL NOT BE PAID TO SELLER AT CLOSING.
THE I&I ESCROWED AMOUNT SHALL BE
DEPOSITED WITH THE POST-CLOSING ESCROWED FUNDS AND HELD AND DISBURSED IN
ACCORDANCE WITH THE POST CLOSING DELIVERABLES ESCROW AGREEMENT.
FOLLOWING THE
CLOSING, SELLER SHALL COMPLETE THE REMAINING WORK AS PROMPTLY AS REASONABLY
POSSIBLE; PROVIDED, HOWEVER, THAT IF THE REMAINING WORK HAS NOT BEEN COMPLETED
WITHIN 30 DAYS AFTER THE CLOSING, THE I&I ESCROWED AMOUNT SHALL BE RELEASED TO
BUYER AND SELLER SHALL BE RELIEVED OF THE OBLIGATION TO COMPLETE THE REMAINING
WORK.
THE PROVISIONS OF THIS SECTION 6.7(B) SHALL SURVIVE THE CLOSING (AND NOT
BE MERGED THEREIN).
(C)
COMPLETION OF FINAL PUNCHLIST.
SELLER SHALL USE COMMERCIALLY
REASONABLE EFFORTS TO COMPLETE THE FINAL PUNCHLIST WITHIN SIXTY (60) DAYS
FOLLOWING CLOSING, PROVIDED, HOWEVER, THAT SELLER SHALL HAVE SUCH ADDITIONAL
TIME AS MAY REASONABLY BE REQUIRED WITH DILIGENT EFFORTS TO COMPLETE ITEMS ON
THE FINAL PUNCHLIST OF A SEASONAL NATURE WHICH CANNOT OR SHOULD NOT BE PERFORMED
UNTIL A LATER DATE OR TO OBTAIN ANY PARTICULAR FIXTURE OR PIECE OF EQUIPMENT
THAT CANNOT REASONABLY BE OBTAINED WITHIN SAID SIXTY (60) DAY PERIOD.
SELLER
SHALL CAUSE THE PUNCHLIST ITEMS TO BE COMPLETED IN A GOOD AND WORKMANLIKE MANNER
IN SUBSTANTIAL ACCORDANCE WITH THE CONSTRUCTION PLANS AND IN ACCORDANCE WITH ALL
APPLICABLE PROPERTY DOCUMENTS AND LAWS, AND SELLER SHALL COORDINATE THE TIMING
AND EXECUTION OF SUCH WORK SO AS TO MINIMIZE ANY INTERFERENCE WITH ANY ONGOING
CONSTRUCTION OF THE FIT-OUT IMPROVEMENTS.
BUYER AND SELLER AGREE THAT AN AMOUNT
EQUAL TO ONE HUNDRED FIFTY PERCENT (150%) OF THE AMOUNT NECESSARY TO COMPLETE
THE FINAL PUNCHLIST (THE "PUNCHLIST FUNDS") SHALL BE HELD BACK FROM THE PURCHASE
PRICE AND WILL NOT BE PAID TO SELLER AT CLOSING.
THE ESCROW AGENT SHALL HOLD
AND DELIVER THE PUNCHLIST FUNDS IN ACCORDANCE WITH THAT CERTAIN "PUNCHLIST
ESCROW AGREEMENT" IN SUBSTANTIALLY THE FORM ATTACHED HERETO AS
16
Exhibit S (the "Punchlist Escrow Agreement").
The provisions of this
Section 6.7(c) shall survive the Closing (and not be merged therein).
(D)
POST CLOSING ASSISTANCE.
SELLER SHALL, FOR A PERIOD OF ONE
(1) YEAR FOLLOWING THE CLOSING, ASSIST BUYER IN ALL REASONABLE RESPECTS,
PROVIDED ANY SUCH ASSISTANCE IS AT NO COST OR LIABILITY TO SELLER, IN PURSUING
ANY AVAILABLE REMEDIES AGAINST THE DESIGN AND/OR CONSTRUCTION PROFESSIONALS
ENGAGED IN CONNECTION WITH THE CONSTRUCTION OF THE SHELL BUILDING IMPROVEMENTS.
THE PROVISIONS OF THIS SECTION 6.7(D) SHALL SURVIVE