Common use of Base Rents Clause in Contracts

Base Rents. Base or fixed rents, licensee fees, service agreement fees and other fixed sums due under Leases (“Fixed Rent”) shall be adjusted on an if, as and when collected basis. With respect to any Tenant which has paid all Fixed Rent due and payable prior to the Closing Date, if, prior to the Closing Date, Seller shall have actually received and collected any installments or other amounts of Fixed Rent from such Tenant attributable to periods from and after the Closing Date, then, Purchaser shall receive a credit against the Purchase Price in the amount of such installments or other amounts of Fixed Rent at the Closing. If, on the Closing Date, any tenant, licensee or other occupant under a Lease (a “Tenant”) is in arrears in the payment of any Fixed Rent, then any amounts received by Seller or Purchaser from any such Tenant after the Closing on account of any Fixed Rent (net of reasonable out-of-pocket costs of collection, including reasonable attorneys fees and disbursements) shall be applied in the following order of priority: (i) first, apportioned between Purchaser and Seller for the month in which the Closing occurred; (ii) second, to Seller for the month prior to the month in which the Closing occurred; (iii) third, to Purchaser for any month or months following the month in which the Closing occurred, and (iv) fourth, to Seller for the period prior to the month preceding the month prior to the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. In addition, if as of the Closing Date there exists any rent credit to a Tenant under any of the Leases, which relates to events prior to the Closing Date, but which is credited to periods following the Closing Date and not otherwise prorated hereunder, then the prorations in favor of Purchaser hereunder shall include an amount equal to the aggregate amount of all such credits applicable to any period or periods after the Closing Date. Purchaser shall be responsible for all free rent periods set forth on Schedule 5.1.5(2) and rental concessions with respect to periods following the Closing, except for those amounts paid by Seller pursuant to Section 3.2.7 (it being acknowledged that Tenant rent phase in periods and delayed commencement dates shall not constitute free rent periods and the effect thereof shall be borne by Purchaser). Notwithstanding anything contained herein to the contrary, Seller shall have the right to pursue such Tenants to collect delinquencies related to Fixed Rent for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding); provided, that (x) such Tenants are listed on the Delinquency Report (as hereinafter defined) or (y) such Tenant is listed on the Updated Delinquency Report (as hereinafter defined) and Purchaser has consented to Seller pursuing collections from such Tenant, which consent may not be unreasonably withheld, conditioned or delayed (and if such consent is not granted, it shall not otherwise limit Seller’s rights under this Section 3.2.4, other than its right to directly pursue such tenants). Notwithstanding anything to the contrary contained in this Agreement, including, without limitation Sections 3.2.4, 3.2.5 and 3.2.11, Seller shall have no right to pursue any Tenants for unlawful detainer, eviction, termination of Lease or similar proceeding.

Base Rents. Base or fixed rents, licensee fees, service agreement fees and other fixed sums due under Leases (“Fixed Rent”) shall be adjusted on an if, as and when collected basis. With respect to any Tenant which has paid all Fixed Rent due and payable prior to the Closing Date, if, prior to the Closing Date, Seller shall have actually received and collected any installments or other amounts of Fixed Rent from such Tenant attributable to periods from and after the Closing Date, then, Purchaser shall receive a credit against the Purchase Price in the amount of such installments or other amounts of Fixed Rent at the Closing. If, on the Closing Date, any tenant, licensee or other occupant under a Lease (a “Tenant”) is in arrears in the payment of any Fixed Rent, then any amounts received by Seller the Buyer or Purchaser the Companies from any such Tenant after the Closing on account of any Fixed Rent (net of reasonable out-of-pocket costs of collection, including reasonable attorneys attorneys’ fees and disbursements) shall be applied in the following order of priority: (i) first, apportioned between Purchaser the Buyer and Seller the Sellers for the month in which the Closing occurred; (ii) second, to Seller the Sellers for the month prior to the month in which the Closing occurred; , (iii) third, to Purchaser the Buyer for any month or months following the month in which the Closing occurred, and (iv) fourth, to Seller the Sellers for the period prior to the month preceding the month prior to the month in which the Closing occurred, provided, if a Tenant on its own designates that a payment by such Tenant shall be applied to a specific outstanding Fixed Rent obligation of such Tenant (without a request from the Companies or Buyer to make such designation), then such payment shall be applied to such obligation. If rents or any portion thereof received by Seller the Buyer or Purchaser the Companies after the Closing are payable to the other party Sellers by reason of this allocation, the appropriate sum shall be promptly paid to the other party. In addition, if as of the Closing Date there exists any rent credit to a Tenant under any of the Leases, which relates to events prior to the Closing Date, but which is credited to periods following the Closing Date and not otherwise prorated hereunder, then the prorations in favor of Purchaser hereunder shall include an amount equal to the aggregate amount of all such credits applicable to any period or periods after the Closing Date. Purchaser shall be responsible for all free rent periods set forth on Schedule 5.1.5(2) and rental concessions with respect to periods following the Closing, except for those amounts paid by Seller pursuant to Section 3.2.7 (it being acknowledged that Tenant rent phase in periods and delayed commencement dates shall not constitute free rent periods and the effect thereof shall be borne by Purchaser)Sellers. Notwithstanding anything contained herein to the contrary, Seller with respect to Tenants who are not, at the time in question, in occupancy of any portion of the Real Property, the Sellers shall have the right to pursue such Tenants to collect delinquencies related to Fixed Rent for periods prior to the Closing (including, without limitation, by the prosecution of an action Action or proceedingProceeding); provided, that . The Sellers shall furnish to the Buyer accurate information (x) such Tenants are listed based on the Delinquency Report (as hereinafter definedSellers’ and the Companies’ records) or (y) such Tenant is listed on the Updated Delinquency Report (as hereinafter defined) and Purchaser has consented to Seller pursuing collections from such Tenant, which consent may not be unreasonably withheld, conditioned or delayed (and if such consent is not granted, it shall not otherwise limit Seller’s rights under this Section 3.2.4, other than its right to directly pursue such tenants). Notwithstanding anything relating to the contrary contained period prior to the Closing that is reasonably necessary for the billing of delinquent Fixed Rents for Tenants, who are, at the time in this Agreementquestion, including, without limitation Sections 3.2.4, 3.2.5 and 3.2.11, Seller in occupancy of a portion of the Real Property. The Buyer shall have no right use commercially reasonable efforts to pursue collect any Tenants for unlawful detainer, eviction, termination such delinquent rents allocable to the period of Lease or similar proceedingthe Sellers’ ownership of the Real Property.

Base Rents. Base or fixed rents, licensee fees, service agreement fees and other fixed sums due under Leases (“Fixed Rent”) shall be adjusted on an if, as and when collected basis. With respect to any Tenant which has paid all Fixed Rent due and payable prior to the Closing Date, if, prior to the Closing Date, Unit Seller shall have actually received and collected any installments or other amounts of Fixed Rent from such Tenant attributable to periods from and after the Closing Date, then, Purchaser shall receive a credit against the Purchase Price in the amount of such installments or other amounts of Fixed Rent at the Closing. If, on the Closing Date, any tenant, licensee or other occupant under a Lease (a “Tenant”) is in arrears in the payment of any Fixed Rent, then any amounts received by Unit Seller or Purchaser from any such Tenant after the Closing on account of any Fixed Rent (net of reasonable out-of-of- pocket costs of collection, including reasonable attorneys fees and disbursements) shall be applied in the following order of priority: (i) first, apportioned between Purchaser and Unit Seller for the month in which the Closing occurred; (ii) second, to Unit Seller for the month prior to the month in which the Closing occurred; (iii) third, to Purchaser for any month or months following the month in which the Closing occurred, and (iv) fourth, to Unit Seller for the period prior to the month preceding the month prior to the month in which the Closing occurred. If rents or any portion thereof received by Unit Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. In addition, if as of the Closing Date there exists any rent credit to a Tenant under any of the Leases, which relates to events prior to the Closing Date, but which is credited to periods following the Closing Date and not otherwise prorated hereunder, then the prorations in favor of Purchaser hereunder shall include an amount equal to the aggregate amount of all such credits applicable to any period or periods after the Closing Date. Purchaser shall be responsible for all free rent periods set forth on Schedule 5.1.5(2) and rental concessions with respect to periods following the Closing, except for those amounts paid by Unit Seller pursuant to Section 3.2.7 (it being acknowledged that Tenant rent phase in periods and delayed commencement dates shall not constitute free rent periods and the effect thereof shall be borne by Purchaser). Notwithstanding anything contained herein to the contrary, Unit Seller shall have the right to pursue such Tenants to collect delinquencies related to Fixed Rent for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding); provided, that (x) such Tenants are listed on the Delinquency Report (as hereinafter defined) or (y) such Tenant is listed on the Updated Delinquency Report (as hereinafter defined) and Purchaser has consented to Seller pursuing collections from such Tenant, which consent may not be unreasonably withheld, conditioned or delayed (and if such consent is not granted, it shall not otherwise limit Seller’s rights under this Section 3.2.4, other than its right to directly pursue such tenants). Notwithstanding anything to the contrary contained in this Agreement, including, without limitation Sections 3.2.4, 3.2.5 and 3.2.113.2.14, Unit Seller shall have no right to pursue any Tenants for unlawful detainer, eviction, termination of Lease or similar proceeding.

Base Rents. Base or fixed rents, licensee fees, service agreement fees and other fixed sums rents due under Leases (“Fixed Rent”) shall be adjusted on an if, as and when collected basis. With respect to any Tenant which has paid all Fixed Rent due and payable prior to the Closing Date, if, prior to the Closing Date, Seller shall have actually received and collected any installments or other amounts of Fixed Rent from such Tenant attributable to periods from and after the Closing Date, then, Purchaser shall receive a credit against the Purchase Price in the amount of such installments or other amounts of Fixed Rent at the Closing. If, on the Closing Date, any tenant, licensee or other occupant tenant under a Lease (a “Tenant”) is in arrears in the payment of any Fixed Rentsuch rent, then any amounts received by Seller or Purchaser from any such Tenant after the Closing on account of any Fixed Rent such rent (net of reasonable out-of-pocket costs of collection, including reasonable attorneys fees and disbursements) shall be applied in the following order of priority: (i) first, apportioned between first to the payment of monies owed to Seller and Purchaser and Seller for the month billing period in which progress on the Closing occurred; Date, (ii) second, second to Seller for any current sums and arrearages owed to Purchaser (relating to billing periods after the month prior to the month billing period in which progress as of the Closing occurred; Date), and (iii) third, to Purchaser for any month or months following the month in which the Closing occurred, and (iv) fourth, last to Seller for the period prior to the month preceding the month prior to the month in which the Closing occurred. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. In additionAt Closing, if Seller shall deliver to Purchaser a schedule of any rent which is delinquent as of the Closing Date there exists any rent credit to a Tenant under any of the Leases, which relates to events prior to the Closing Date, but which is credited to periods following the Closing Date and not otherwise prorated hereunder, then the prorations in favor of Purchaser hereunder shall include an amount equal to the aggregate amount of all such credits applicable to any period or periods after the Closing Date. Purchaser shall be responsible for all free rent periods set forth on Schedule 5.1.5(2) and rental concessions with respect to periods following the Closing, except for those amounts paid by Seller pursuant to Section 3.2.7 (it being acknowledged that Tenant rent phase in periods and delayed commencement dates shall not constitute free rent periods and the effect thereof shall be borne by Purchaser). Notwithstanding anything contained herein to the contrary, (A) Seller shall have the right right, at its sole cost and expense, to pursue such Tenants in its own name after the Closing any tenants to collect delinquencies related to Fixed Rent for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding); provided, provided that (x) with respect to tenants who are, at the time in question, in occupancy of any portion of the Property, no such Tenants are listed on action or proceeding shall require the Delinquency Report (as hereinafter defined) or (y) eviction of any such Tenant is listed on tenant without the Updated Delinquency Report (as hereinafter defined) and Purchaser has consented to Seller pursuing collections from such TenantPurchaser’s consent, which consent may shall be granted in Purchaser’s sole and absolute discretion, and in which event all sums collected by Seller as a result of such litigation (after payment of all costs and expenses) shall be applied in full satisfaction of the subject delinquencies), and (B) with respect to Tenants who are, at the time in question, in occupancy of a portion of the Property, Purchaser agrees that it shall use commercially reasonable efforts to collect any such delinquent rents allocable to the period of Seller’s ownership of the Property provided that in no event shall such efforts require the eviction of any such tenant unless Purchaser shall agree thereto in writing, and in which event all sums collected by Purchaser as a result of such litigation (after payment of all costs and expenses, including reasonable attorneys’ fees) shall be applied in full satisfaction of the subject delinquencies. Seller shall furnish to Purchaser such accurate information (based on Seller’s records) relating to the period prior to the Closing that is reasonably necessary for the billing of such Fixed Rent. Purchaser shall xxxx Tenants for Fixed Rent for accounting periods prior to the Closing in accordance with and on the basis of such information furnished by Seller. Subsequent to the Closing, Seller shall have the right, from time to time for a period of ninety (90) days following the Closing, to review Purchaser’s rental records with respect to the Property during Purchaser’s ordinary business hours, at Purchaser’s offices, to ascertain the status of Purchaser’s billing and collection of Fixed Rent. No action which results in the compromising of any claim against any Tenant with respect to base or fixed rents due under such Tenant’s Lease for the period prior to the Closing shall be made without Seller’s prior written approval, which approval shall not be unreasonably withheld, conditioned delayed or delayed conditioned. No legal action or proceeding to collect Fixed Rent shall be first commenced by Seller against a Tenant after the date which is six (and if such consent is not granted, it shall not otherwise limit Seller’s rights under this Section 3.2.4, other than its right to directly pursue such tenants). Notwithstanding anything to 6) months after the contrary contained in this Agreement, including, without limitation Sections 3.2.4, 3.2.5 and 3.2.11, Seller shall have no right to pursue any Tenants for unlawful detainer, eviction, termination of Lease or similar proceedingClosing Date.

Base Rents. Base or fixed rents, licensee fees, service agreement fees and other fixed sums rents due under Leases (“Fixed Rent”) shall be adjusted on an if, as and when collected basis. With respect to any Tenant which has paid all Fixed Rent due and payable prior to the Closing Date, if, prior to the Closing Date, Seller shall have actually received and collected any installments or other amounts of Fixed Rent from such Tenant attributable to periods from and after the Closing Date, then, Purchaser shall receive a credit against the Purchase Price in the amount of such installments or other amounts of Fixed Rent at the Closing. If, on the Closing Date, any tenant, licensee or other occupant tenant under a Lease (a “Tenant”) is in arrears in the payment of any Fixed Rentsuch rent, then any amounts received by Seller or Purchaser Owner from any such Tenant after the Closing on account of any Fixed Rent such rent (net of reasonable out-of-pocket costs of collection, including reasonable attorneys attorneys’ fees and disbursements) shall be applied in the following order of priority: (i) first, apportioned between Purchaser to the payment of monies owed to Seller, as the sole owner of Holdco for the period prior to Closing and Seller and Purchaser in accordance with their respective interests under the JV Agreement for the month period after Closing, for the billing period in progress on the Closing Date, based upon the number of days during the accounting period in which the Closing occurred; occurs, (ii) second, to any current sums and arrearages owed to Owner (relating to billing periods after the billing period in progress as of the Closing Date), and (iii) last to Seller for the month all periods prior to the month in which the Closing occurred; (iii) third. Notwithstanding the foregoing, to Purchaser for if any month or months following the month in which Fixed Rent is collected by Owner after the Closing occurred, and (iv) fourth, Date which is expressly attributable in whole or in part to Seller for the any period prior to the month preceding the month prior Closing, then Seller and Purchaser shall cause Owner to the month in which the Closing occurredpromptly pay to Seller its proportionate share thereof. If rents or any portion thereof received by Seller or Purchaser after the Closing are payable to the other party by reason of this allocation, the appropriate sum shall be promptly paid to the other party. In additionAt Closing, if Seller shall deliver to Purchaser a schedule of any rent which is delinquent as of the Closing Date there exists any rent credit to a Tenant under any of the Leases, which relates to events prior to the Closing Date, but which is credited to periods following the Closing Date and not otherwise prorated hereunder, then the prorations in favor of Purchaser hereunder shall include an amount equal to the aggregate amount of all such credits applicable to any period or periods after the Closing Date. Purchaser shall be responsible for all free rent periods set forth on Schedule 5.1.5(2) and rental concessions with respect to periods following the Closing, except for those amounts paid by Seller pursuant to Section 3.2.7 (it being acknowledged that Tenant rent phase in periods and delayed commencement dates shall not constitute free rent periods and the effect thereof shall be borne by Purchaser). Notwithstanding anything contained herein to the contrary, (A) Seller shall have the right right, at its sole cost and expense, to pursue such Tenants in its own name, or in the name of Owner, after the Closing any tenants to collect delinquencies related to Fixed Rent for periods prior to the Closing (including, without limitation, by the prosecution of an action or proceeding); provided, provided that with respect to tenants who are, at the time in question, in occupancy of any portion of the Property, Seller shall (xi) first deliver prior written notice to Purchaser of its intention to pursue such Tenants are listed tenants, and (ii) not pursue the eviction of any such tenant or place a lien on or against the Delinquency Report (as hereinafter defined) or (y) such Tenant is listed on the Updated Delinquency Report (as hereinafter defined) and Purchaser has consented to Seller pursuing collections from such TenantProperty, without Purchaser’s prior written consent, which consent may shall be granted in Purchaser’s sole and absolute discretion, and in which event all sums collected by Owner as a result of such action or proceeding (after payment of all reasonable costs and expenses of collection) shall be allocated to Seller and applied in full satisfaction of the subject delinquencies), and (B) with respect to Tenants who are, at the time in question, in occupancy of a portion of the Property, Purchaser and Seller each agree to cause Owner to use commercially reasonable efforts to collect any such delinquent rents allocable to the period of Seller’s 100% ownership of Holdco provided that in no event shall such efforts require the eviction of any such tenant unless Purchaser shall agree thereto in writing, and in which event all sums collected by Owner as a result of such litigation (after payment of all costs and expenses, including reasonable attorneys’ fees) shall be allocated to Seller and applied in full satisfaction of the subject delinquencies. No action which results in the compromising of any claim against any Tenant with respect to base or fixed rents due under such Tenant’s Lease for the period prior to the Closing shall be made without Seller’s prior written approval, which approval shall not be unreasonably withheld, conditioned delayed or delayed (and if such consent is not granted, it shall not otherwise limit Seller’s rights under this Section 3.2.4, other than its right to directly pursue such tenants). Notwithstanding anything to the contrary contained in this Agreement, including, without limitation Sections 3.2.4, 3.2.5 and 3.2.11, Seller shall have no right to pursue any Tenants for unlawful detainer, eviction, termination of Lease or similar proceedingconditioned.