Appendix N Form of Post-Closing Agreement

• Author: Gregory M Stein - Michael D Goodwin - Morton P Fisher Jr
• Pages: 595-600

Appendices 595

Appendix N

Form of Post-Closing Agreement

Note: Post-closing agreements may cover a variety of matters, usually

relating to obligations of the seller that have not been, or could not be,

performed before the closing, such as maintenance or repairs to the

property, environmental remediation, cure of title defects, removal of

seller’s personal property from the property, or registering the transfer of

certain personal property. The performance of the seller’s obligations under

the post-closing agreement may be by the seller or by the buyer and may or

may not be secured by an escrow of purchase money funds. The following

form contemplates that purchase money funds will be escrowed and

attempts to create a flexible framework that should accommodate almost

any post-closing agreement of the parties. Certain alternative provisions

are shown in brackets. However, the practitioner should carefully consider

making any modifications to the form that may be necessary to reflect the

agreement of the parties accurately.

POST-CLOSING AGREEMENT

THIS POST-CLOSING AGREEMENT (“this Agreement”) is made

this day of , 20 , by and among ,

a (the “Buyer”), as buyer,

, a (the “Seller”),

as seller, and , a

(the “Escrow Agent”), as escrow agent.

Introduction

Buyer, as buyer, and Seller, as seller, have entered into the Purchase

and Sale Agreement dated , 20 (the “Purchase Agreement”),

which provides for the purchase and sale of the real property described in

Exhibit A to the Purchase Agreement (the “Property”).

The Purchase Agreement provides that Buyer’s obligation to

consummate the Closing is conditioned upon the satisfaction of certain

conditions, including but not limited to the performance by Seller of the

matters described in Exhibit A to this Agreement (the “Seller’s Post-Closing

Obligations”). As of this date, such conditions have not been satisfied, but

in lieu of such satisfaction the parties have agreed to consummate the

Closing and to enter into this Agreement.

The Escrow Agent has agreed to serve as the escrow agent for the

Escrowed Funds (defined in Section 4(b)) in consideration of the fee payable

as provided by Section 4(e) of this Agreement.

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