Common use of Claims Against Former Landlord Clause in Contracts

Claims Against Former Landlord. Any Offset Right that Tenant may have against any Former Landlord relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornment. The foregoing shall not limit (i) Tenant’s right to exercise against Successor Landlord any Offset Right otherwise available to Tenant because of events occurring after the date of attornment; (ii) Tenant’s right to exercise against Successor Landlord any Specified Offset Right otherwise expressly available to Tenant under the Lease; provided, however, that if, prior to the date of attornment, Tenant gave Landlord a default notice giving rise to a Specified Offset Right but did not give Lender a Default Notice (as hereinafter defined) with respect to such Landlord default, then Successor Landlord shall not be liable for or bound by the Specified Offset Right relating to such Landlord default; (iii) Tenant’s right to exercise against Successor Landlord any express Offset Right (other than a Specified Offset Right which are addressed by clause (ii) above) otherwise expressly available to Tenant under the Lease; or

Claims Against Former Landlord. Any right of Tenant to any offset, defense, claim, counterclaim, reduction, deduction or abatement against Tenant’s payment of Rent or performance of Tenant’s other obligations under this Lease, arising (whether under this Lease or under applicable law) from Landlord’s breach or default of under this Lease (“Offset Right Right”) that Tenant may have against Landlord or any other party that was landlord under this Lease at any time before the occurrence of any attornment by Tenant (“Former Landlord Landlord”) relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornment. The foregoing shall not limit either (i) Tenant’s right to exercise against Successor Landlord any Offset Right otherwise available to Tenant because of events occurring after the date of attornment; attornment or (ii) TenantSuccessor Landlord’s right obligation to exercise against Successor Landlord correct any Specified Offset Right otherwise expressly available to Tenant under the Lease; provided, however, condition that if, prior to existed as of the date of attornment, Tenant gave Landlord a default notice giving rise to a Specified Offset Right but did not give Lender a Default Notice (attornment and violate Successor Landlord’s obligations as hereinafter defined) with respect to such Landlord default, then Successor Landlord shall not be liable for landlord under this Lease or bound by the Specified Offset Right relating to such Landlord default; (iii) such Successor Landlord’s obligations under this Lease which are required to be performed from and after the date such Successor succeeds to Former Landlord’s interest hereunder and obligations under this Lease which have not been performed by any prior owner and which continue to be unperformed at the time of the succession and which directly affect Tenant’s right to exercise against Successor Landlord any express Offset Right (other than a Specified Offset Right which are addressed by clause (ii) above) otherwise expressly available to Tenant under quiet enjoyment of the Lease; orDemised Premises, such as required maintenance, repairs, restoration and furnishing of services.

Claims Against Former Landlord. Any Offset Right that Tenant may have against any Former Landlord relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornmentattornment other than Offset Rights of Tenant pursuant to Section 9(e) of the Third Amendment to Office Lease dated as of July 10, 2019 (the “Third Amendment”), arising out of a failure of Former Landlord to fund an Allowance Request (as defined in the Third Amendment), provided that Tenant, concurrently with giving Former Landlord any notices required pursuant to Section 9(e) of the Third Amendment, provides a copy of such notices to Administrative Agent or Successor Landlord, as applicable. (The foregoing shall not limit (ia) Tenant’s right to exercise against Successor Landlord any Offset Right otherwise available to Tenant because of events occurring after the date of attornment; , (iib) Successor Landlord’s obligation to correct any conditions that existed as of the date of attornment and violate Successor Landlord’s obligations as landlord under the Lease or (c) Tenant’s right rights to exercise against Successor Landlord any Specified Offset Right otherwise expressly available to Rights of Tenant under Section 9(e) of the Lease; providedThird Amendment, howeverprovided Tenant, that ifconcurrently with the giving of any notice to Landlord pursuant to Section 9(e) of the Third Amendment, prior to the date provides Administrative Agent or Successor Landlord, as applicable, with a copy of attornment, Tenant gave Landlord a default notice giving rise to a Specified Offset Right but did not give Lender a Default Notice (as hereinafter defined) with respect to such Landlord default, then Successor Landlord shall not be liable for or bound by the Specified Offset Right relating to such Landlord default; (iii) Tenant’s right to exercise against Successor Landlord any express Offset Right (other than a Specified Offset Right which are addressed by clause (ii) above) otherwise expressly available to Tenant under the Lease; ornotice.)

Claims Against Former Landlord. Any (a) Notwithstanding anything to the contrary in the Lease or the Mortgage, Successor Landlord shall not be liable for or bound by any Offset Right that Tenant may have against any Former Landlord relating to any event or occurrence before the date of attornment, including any claim for damages of any kind whatsoever as the result of any breach by Former Landlord that occurred before the date of attornment. The foregoing shall not limit either (ia) Tenant’s right to exercise against Successor Landlord any Offset Right otherwise available to Tenant because of events occurring or continuing after the date of attornment; attornment or (iib) TenantSuccessor Landlord’s right obligation to exercise against correct any conditions that existed as of the date of attornment and violate Successor Landlord any Specified Offset Right otherwise expressly available to Tenant Landlord’s obligations as landlord under the Lease; provided, however, that if, prior . (b) Notwithstanding anything to the date of attornmentcontrary in the Lease or the Mortgage, Tenant gave Landlord a default notice giving rise to a Specified Offset Right but did not give Lender a Default Notice (as hereinafter defined) with respect to such Landlord default, then Successor Landlord shall not be liable for or bound by any modification or amendment of the Specified Offset Right relating Lease or any waiver of any terms of the Lease, made without Agent’s written consent. (c) Notwithstanding anything to such Landlord default; the contrary in this Agreement or the Lease, upon any attornment pursuant to this Agreement, the Lease shall be deemed to have been automatically amended to provide that Successor Landlord’s obligations and liability under the Lease shall never extend beyond (i) Successor Landlord’s (or its successors’ or assigns’) interest, if any, in the Leased Property from time to time, (ii) any insurance, and condemnation proceeds and (iii) TenantSuccessor Landlord’s right interest in the Lease (collectively, “Successor Landlord’s Interest”). Tenant shall look exclusively to exercise Successor Landlord’s Interest (or that of its successors and assigns) for payment or discharge of any obligations of Successor Landlord under the Lease as affected by this Agreement. If Tenant obtains any money judgment against Successor Landlord with respect to the Lease or the relationship between Successor Landlord and Tenant, then Tenant shall look solely to Successor Landlord’s Interest (or that of its successors and assigns) to collect such judgment. Tenant shall not collect or attempt to collect any express Offset Right such judgment out of any other assets of Successor Landlord. (other than a Specified Offset Right d) Prior to any attornment, Agent shall not be liable for, nor subject to (a) any accrued obligation of Former Landlord or any act or omission of Former Landlord; (b) any offsets or defenses which are addressed Tenant may have by clause (ii) above) otherwise expressly available to Tenant reason of any act or omission of Landlord under the Lease, except as expressly provided in the Lease; ornor (c) for the return of any sums which Tenant may have paid to Former Landlord under the Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered to Agent.