Common use of Corporate Office Lease Clause in Contracts

Corporate Office Lease. From and after Closing, (a) the Parent Parties shall not (and shall cause their Affiliates and the Group Companies not to), without the prior written consent of the Representative, (i) after September 30, 2010, use or occupy any portion of the premises demised under the Corporate Office Lease, (ii) enter into any agreement or understanding (including any modification to the Corporate Office Lease) with the landlord(s) under the Corporate Office Lease, (iii) enter into any agreement or understanding with any Person other than the Representative to permit any Person to use or occupy all or any portion of the premises demised under the Corporate Office Lease, (b) the Parent Parties shall (and shall cause their Affiliates and the Group Companies to) use their reasonable best efforts to permit the Representative and its designees to (i) after September 30, 2010, use and occupy, without payment of any additional consideration, any and all of the premises demised under the Corporate Office Lease and (ii) direct and control any and all negotiations with the landlord(s) under the Corporate Office Lease; provided that none of the Parent Parties, their Affiliates or the Group Companies shall be obligated to pay any sums to, or incur any liability or obligation to, any third party in connection with this Section 6.18(b) and (c) upon termination or expiration of the obligations of the Parent Parties and their Affiliates (including the Group Companies) to pay rent under the Corporate Office Lease (including by reason of an assignment of all obligations under the Corporate Office Lease to the Representative or one of its designees), Parent OP shall distribute, or cause to be distributed, within ten (10) Business Days after such termination or expiration, out of the proceeds of additional borrowings pursuant to the Financing which have the benefit of the Member Guarantees, to the Representative (for further distribution to the Contributors), an amount equal to the excess, if any, of (x) any amount included in the calculation of the Estimated Aggregate Consideration Value or Final Aggregate Consideration Value, as the case may be, in respect of the Corporate Office Lease (including pursuant to clause (i) of the definition of Severance, Employment and Shut-Down Costs) over (y) the excess of (A) the amount of rent actually paid by the Parent Parties and their Affiliates (including the Group Companies) after Closing to the landlord(s) under the Corporate Office Lease over (B) an amount equal to the rent for the month of September, 2010 under the Corporate Office Lease; provided, however, that if (x) any amount required to be distributed by the Parent Parties to the Representative pursuant to this Section 6.18(c) is less than $100,000 and (y) the Final Aggregate Consideration Value has not been finally determined pursuant to Section 2.3(d) on the date such amount is required to be distributed pursuant to this Section 6.18(c), the Parent Parties shall have the right to delay making such required distribution until the third (3rd) Business Day after the Final Aggregate Consideration Value is finally determined pursuant to Section 2.3(d).”

Corporate Office Lease. From and after Closing, (a) ATA and IAA shall enter into a new lease (the Parent Parties shall not (and shall cause their Affiliates and the Group Companies not to"New Office Lease"), without the prior written consent pursuant to which IAA shall lease to ATA all of the Representativereal estate, (i) after September 30, 2010, use or occupy any portion improvements and other property which is a part of the premises demised under "Leased Premises," as such term is defined in the Corporate Office Lease, together with all of the real estate and improvements which are leased to ATA pursuant to the Parking Lot Lease. The New Office Lease shall be in form and substance the same as Exhibit A to this Agreement, but with the following exceptions: (i) Initial Term of the lease shall be 5 years; annual rent (land and buildings shall be $583,000 per lease year (payable in equal monthly installments) for the initial 5 year term of the lease, with an adjus tment to rent based on employment as stated on Schedule 2(a) to this Agreement; (ii) enter into any agreement or understanding (including any modification ATA shall have a right to extend the Corporate Office Lease) with the landlord(s) under the Corporate Office Leaselease term for an additional 5 year term, so long as it is not in default; (iii) enter into any agreement or understanding with any Person other than the Representative to permit any Person to use or occupy all or any portion annual rent for each of the premises demised under extension term years shall be negotiated by the Corporate Office Leaseparties prior to the extension of the lease term, (b) but in the Parent Parties absence of an agreement shall (be market rent per year for a 5 year lease of similar commercial office space located within a two mile radius of the Indianapolis International Airport, where the tenant pays costs of insurance and shall cause their Affiliates bears all maintenance responsibility and costs and the Group Companies totenant separately pays all real estate taxes; (iv) use their reasonable best efforts IAA shall agree to permit pay for the Representative first $700,000 of costs incurred by ATA for the renovation and its designees to (i) after September 30, 2010, use and occupy, without payment of any additional consideration, any and all rehabilitation of the premises demised under Leased Premises, including relocation of walls and wiring, repair and renovation of restrooms and any other renovation or build out costs incurred in connection with ATA relocating its Building 4 operations and work force to the Corporate Office Lease leased premises; and (iiv) direct and control any and all negotiations with the landlord(s) under the Corporate Office Lease; provided that none of the Parent Parties, their Affiliates or the Group Companies IAA shall be obligated to pay reasonable relocation costs incurred by ATA, in addition to amounts owed as a matter of law for the taking, if it exercises any sums to, or incur any liability or obligation to, any third party in connection with this Section 6.18(b) and (c) upon termination or expiration right to take the leasehold interest of ATA under the lease by exercise of the obligations power of the Parent Parties and their Affiliates (including the Group Companies) to pay rent under the Corporate condemnation or eminent domain. The New Office Lease (including shall be executed by reason of an assignment of all obligations under the Corporate Office Lease to the Representative or one of its designees), Parent OP shall distribute, or cause to be distributed, within ten (10) Business Days after such termination or expiration, out of the proceeds of additional borrowings pursuant to the Financing which have the benefit of the Member Guarantees, to the Representative (for further distribution to the Contributors), an amount equal to the excess, if any, of (x) any amount included in the calculation of the Estimated Aggregate Consideration Value or Final Aggregate Consideration Value, as the case may be, in respect of the Corporate Office Lease (including pursuant to clause (i) of the definition of Severance, Employment IAA and Shut-Down Costs) over (y) the excess of (A) the amount of rent actually paid by the Parent Parties and their Affiliates (including the Group Companies) after Closing to the landlord(s) under the Corporate Office Lease over (B) an amount equal to the rent for the month of September, 2010 under the Corporate Office Lease; provided, however, that if (x) any amount required to be distributed by the Parent Parties to the Representative pursuant to this Section 6.18(c) is less than $100,000 and (y) the Final Aggregate Consideration Value has not been finally determined pursuant to Section 2.3(d) ATA on the date such amount is required to Effective Date and shall be distributed pursuant to this Section 6.18(c)effective for all purposes from and after September 1, the Parent Parties shall have the right to delay making such required distribution until the third (3rd) Business Day after the Final Aggregate Consideration Value is finally determined pursuant to Section 2.3(d)2005.”