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 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 '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 's right to exercise against Successor Landlord any Specified Offset Right otherwise expressly available resulting from events occurring prior to and continuing on and after the date of attornment, provided however Tenant under may only use its Offset Rights against prior Landlord, and not Successor Landlord, with respect to rent attributable to the period of time 804296.08/LAH4321-047/10-8-08/nng/erc EXHIBIT X-0- XXXXX XXXX XXXXX[Xxxxx Xxxx 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) 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 (iv) Tenant’s 's right to exercise against Landlord or Successor Landlord any express its Superior Offset Rights, provided that in each case, the amount of such Superior Offset Right (other than has been finally determined either in a Specified Offset Right which are addressed by clause (ii) above) otherwise expressly available court of competent jurisdiction or in arbitration in accordance with the terms of the Lease and shall in no event exceed the monthly Base Rent amount. For the purposes of this Agreement, references to Tenant arbitration and courts shall include judicial reference and in particular shall include any Dispute Resolution pursuant to the Referee Laws under Section 29.31 of the Lease; or, references to "finally determined" shall mean only the initial judgment or award and Tenant may offset without waiting for the appeal process to be concluded, and reference to monthly Base Rent shall not preclude Tenant from offsetting each month against Base Rent until it has recovered the full amount of the judgment or award.