Common use of Lease Expenses Clause in Contracts

Lease Expenses. At Closing, Buyer shall reimburse Seller for Buyer’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same have been paid or incurred by Seller prior to Closing. In addition, at Closing, Seller shall pay to Buyer for Seller’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same are unpaid as of Closing and, as a result, (a) Buyer shall assume Seller’s obligations to pay, when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses unpaid as of the Closing, and (b) Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) with respect to such Reimbursable Lease Expenses which remain unpaid for any reason at the time of Closing, which obligations of Buyer shall survive the Closing and shall not be merged therein. For purposes of determining Buyer’s and Seller’s pro rata share of Reimbursable Lease Expenses, such costs and expenses shall be apportioned between Buyer and Seller based upon the proportion of the affected term of the applicable Lease, renewal, extension, or expansion, as the case may be, that falls within each of Buyer’s and Seller’s period of ownership of the Property. Each party shall make available to the other all records, bills, vouchers and other data in such party’s control verifying Reimbursable Lease Expenses and the payment thereof.

Lease Expenses. At Closing, Buyer shall reimburse Seller for Buyer’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same have been paid or incurred by Seller prior to Closing. In addition, at Closing, Seller shall pay to Buyer for Seller’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same are unpaid as of Closing and, as a result, (a) Buyer shall assume Seller’s 's obligations to pay, when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses unpaid as of the Closing, and (b) Buyer hereby agrees to indemnify and hold Seller harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses ' fees and disbursementsexpenses) with respect to such Reimbursable Lease Expenses which remain unpaid for any reason at the time of Closing, which obligations of Buyer shall survive the Closing and shall not be merged therein. For purposes of determining Buyer’s and Seller’s pro rata share of Reimbursable Lease Expenses, such costs and expenses shall be apportioned between Buyer and Seller based upon the proportion of the affected term of the applicable Lease, renewal, extension, or expansion, as the case may be, that falls within each of Buyer’s and Seller’s period of ownership of the Property. Each party shall make available to the other all records, bills, vouchers and other data in such party’s 's control verifying Reimbursable Lease Expenses and the payment thereof. Notwithstanding anything contained herein to the contrary, Seller shall be responsible for a portion of the Reimbursable Lease Expenses calculated by multiplying the aggregate Reimbursable Lease Expenses for any tenant by a fraction, the numerator of which is the total base rents actually collected by Seller under the New Leasing Document giving rise to the Reimbursable Lease Expenses, the denominator of which is the aggregate base rent due under such New Leasing Document; provided, however, that if Seller's share of the Reimbursable Lease Expenses with respect to any such New Leasing Document exceeds the base rent actually received by Seller pursuant to such New Leasing Document, then Seller's responsibility for such Reimbursable Lease Expenses shall be limited to the base rents actually received by Seller.

Lease Expenses. At Closing“Lease Expenses” shall mean, Buyer collectively, the leasing commissions payable to third parties, and any fees, costs and expenses (including, without limitation, any tenant improvement costs or tenant allowances) arising out of or in connection with any Leases or other occupancy agreements (including any renewals or modifications thereof) affecting all or any part of the Real Property. Purchaser shall reimburse Seller be responsible for Buyer’s pro rata share the payment of any and all Reimbursable unpaid Lease Expenses to the extent that the same have been paid or incurred by Seller prior to Closing. In addition, at Closing, Seller shall pay to Buyer for Seller’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same are unpaid as of Closing and, as a result, (a) Buyer shall assume Seller’s obligations to pay, when due (whether on set forth in a stated due date or accelerated) any Reimbursable Lease Expenses unpaid existing as of the ClosingEffective Date which relate to any renewal or expansion of any Lease occurring after the Effective Date, and (b) Buyer set forth in any New Lease or (c) set forth on Schedule 2.3 attached hereto. Seller shall be responsible for the payment of any unpaid Lease Expenses (a) set forth in a Lease existing as of the Effective Date which relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to the Effective Date and which are not included within Purchaser’s obligations on Schedule 2.3. Purchaser hereby agrees to indemnify indemnify, protect, defend and hold Seller harmless from and against any all loss, liability, cost and all Liabilities expenses (including including, but not limited to, reasonable attorneys’ fees, expenses and disbursements) with respect that Seller actually suffers or incurs as a result of the failure by Purchaser to such Reimbursable timely pay or discharge any of the Lease Expenses for which remain unpaid Purchaser is responsible under this Section 2.3. Seller hereby agrees to indemnify, protect, defend and hold Purchaser harmless from and against all loss, liability, cost and expenses (including, but not limited to, reasonable attorneys’ fees) that Purchaser actually suffers or incurs as a result of the failure by Seller to timely pay or discharge any of the Lease Expenses for any reason at the time which Seller is responsible under this Section 2.3. The assumption and indemnity provisions of Closing, which obligations of Buyer this Section 2.3 shall survive the Closing and shall not be merged therein. For purposes of determining Buyer’s and Seller’s pro rata share of Reimbursable Lease ExpensesDate until the expenses for which Purchaser or Seller is responsible under this Section 2.3 have been paid in full, such costs and expenses shall be apportioned between Buyer and Seller based upon waived or settled by the proportion of the affected term of the applicable Lease, renewal, extension, tenant or expansion, as the case may be, that falls within each of Buyer’s and Seller’s period of ownership of the Property. Each party shall make available to the other all records, bills, vouchers and other data in such party’s control verifying Reimbursable Lease Expenses and the payment thereofotherwise satisfied.

Lease Expenses. Seller shall pay all Seller Lease Expenses and Purchaser shall pay all Purchaser Lease Expenses. At Closing, Buyer Purchaser shall reimburse Seller for Buyer’s pro rata share of any and all Reimbursable Purchaser Lease Expenses to the extent that the same have been paid or incurred by Seller prior to Closing. In addition, at Closing, Seller shall pay to Buyer for Seller’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same are unpaid as of Closing and, as a result, (a) Buyer Purchaser shall assume Seller’s obligations to pay, when due (whether on a stated due date or acceleratedby acceleration) any Reimbursable Lease Expenses unpaid as of the ClosingClosing including without limitation the commissions listed on the attached Schedule 7.2(b)(iv)-4 to become due as therein provided, and (b) Buyer Purchaser hereby agrees to indemnify indemnify, defend and hold Seller harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) with respect to claims for such Reimbursable Lease Expenses which remain unpaid for any reason at the time of Closing, which obligations of Buyer Purchaser shall survive the Closing and shall not be merged therein. For purposes of determining Buyer’s and Seller’s pro rata share of Reimbursable Lease Expenses, such costs and expenses shall be apportioned between Buyer and Seller based upon the proportion of the affected term of the applicable Lease, renewal, extension, or expansion, as the case may be, that falls within each of Buyer’s and Seller’s period of ownership of the PropertyClosing. Each party shall make available to the other all records, bills, vouchers and other data in such party’s control verifying Reimbursable Lease Expenses and the payment thereof. With respect to any construction management fees due to Seller as the landlord under the Leases, all such fees shall be prorated between Seller and Purchaser as of the Closing based upon the information available to the parties at such time, with the actual amount thereof subsequently determined (based on the actual expenditures made during the month in which the Closing occurs on which such fees are based divided by 30 and then multiplied by the number of days in the month prior to and including the date of Closing) and appropriate adjustment made pursuant to Section 8.4(i) below.

Lease Expenses. At If the Closing occurs, (a) Seller shall be responsible and shall pay for the costs of tenant improvement work or allowances, third-party leasing commissions and other leasing costs (collectively, the “Lease Expenses”) relating to the initial term of those Leases executed as of the Effective Date including the amounts set forth on Exhibit K attached hereto, and (b) Purchaser shall be responsible and shall pay for the Lease Expenses relating to or arising from (i) the exercise by any Tenant, after the Effective Date, of a renewal, expansion or extension option contained in any of the Leases executed as of the Effective Date; and (ii) any New Leases, or modifications to Leases in effect as of the Effective Date, entered into after the Effective Date in accordance with the terms of Section 13.1 above. Purchaser shall receive a credit for any outstanding free rent or abated rent due under the Leases to the extent set forth on Exhibit K attached hereto. Any Lease Expenses which are the responsibility of Purchaser which are paid by Seller prior to the Closing shall be reimbursed by Purchaser to Seller at the Closing through the Escrow. If, on the Closing, Buyer there are any outstanding or unpaid Lease Expenses which are the responsibility of Seller as set forth herein, then on the Closing Purchaser shall reimburse Seller receive a credit toward the payment of the Purchase Price at Closing in the amount of such unpaid Lease Expenses, and following the Closing Purchaser shall assume and be responsible for Buyer’s pro rata share the payment of any and all Reimbursable such Lease Expenses to the extent that of such credit, and Seller shall assign to Purchaser all construction contracts relating to such outstanding Lease Expenses, and Purchaser shall indemnify and defend Seller for any claims against Seller related to outstanding Lease Expenses for which Purchaser received a credit. Lease Expenses shall include, without limitation: (i) reasonable brokerage commissions and fees to effect the same have been paid subject lease transaction (including commissions payable to the property manager); (ii) reasonable legal fees for the preparation of documents and other services rendered in connection with the effectuation of the subject lease transaction; (iii) reasonable expenses and other amounts which are incurred for inducements, repairs, improvements, equipment, painting, decorating, partitioning, moving and other items to satisfy the subject Tenant’s requirements with regard to the subject transaction; (iv) rent concessions, including so-called “free rent,” during the period of such concession; and (v) reasonable expenses and other amounts, as contemplated by the documentation for the subject lease transaction, which are incurred for the purpose of satisfying or incurred by Seller prior terminating the obligations of a Tenant under a new Lease to Closingthe landlord under another lease (whether or not such other lease covers space in the Real Property). In addition, at At the Closing, Seller Purchaser shall pay be deemed to Buyer for Seller’s pro rata share of any and all Reimbursable Lease Expenses to the extent that the same are unpaid as of Closing and, as a result, (a) Buyer shall assume have assumed Seller’s obligations to pay, when due (whether on a stated due date or accelerated) any Reimbursable Lease Expenses unpaid as of the Closing but only to the extent Purchaser received a credit therefor at Closing, and (b) Buyer Purchaser hereby agrees to indemnify indemnify, protect, defend (with counsel satisfactory to Seller) and hold harmless Seller harmless from and against any and all Liabilities (including reasonable attorneys’ fees, expenses and disbursements) with respect to claims for such Reimbursable Lease Expenses which remain unpaid for any reason at the time of the Closing, which obligations of Buyer Purchaser shall survive the Closing and shall not be merged therein. For purposes of determining Buyer’s and Seller’s pro rata share of Reimbursable Lease Expenses, such costs and expenses shall be apportioned between Buyer and Seller based upon the proportion of the affected term of the applicable Lease, renewal, extension, or expansion, as the case may be, that falls within each of Buyer’s and Seller’s period of ownership of the PropertyClosing. Each party shall make available to the other all records, bills, vouchers and other data in such party’s control verifying Reimbursable Lease Expenses and the payment thereof.