Appendix N Form of Post-Closing Agreement

AuthorGregory M Stein - Michael D Goodwin - Morton P Fisher Jr
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.
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.
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.
ste54861_11_app_517-606.indd 595 8/4/16 3:27 PM

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