Leases; Rent Roll Clause Samples
The "Leases; Rent Roll" clause defines the requirement for the seller to disclose all existing leases and provide a detailed rent roll for a property. In practice, this means the seller must supply a list of all tenants, the terms of their leases, rental amounts, and any other relevant leasing information. This clause ensures that the buyer has a clear and accurate understanding of the property's income stream and tenant obligations, helping to prevent disputes or surprises after the transaction closes.
Leases; Rent Roll. As of the date of the Agreement there are no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the Improvements or that otherwise give rights with regard to use of the Improvements other than the Leases described in the Rent Roll. The Rent Roll is true, accurate and complete as of the date hereof. Except as otherwise specifically set forth in the Rent Roll or elsewhere in this Agreement:
(a) except as set forth on the Rent Roll, the Leases are in full force and effect and none of them has been modified, amended or extended;
(b) no tenant, or any other person, entity or association has an option to purchase, right of first refusal, right of first offer or other similar right in respect of all or any unit in the Property;
(c) no leasing commission shall be due for any period subsequent to the time of Closing other than for Tenants who have executed a lease prior to Closing but do not move in until after the time of Closing, which commissions shall be paid by Purchaser;
(d) except as otherwise set forth on Attachment I to the Rent Roll, no tenant is entitled to rental concessions or abatements for any period subsequent to the time of Closing;
(e) Seller has neither sent written notice to any tenant of the Property, nor received any notice from any such tenant, claiming that such tenant, or Seller, as the case may be, is in default, which default remains uncured other than as shown on the Rent Roll;
(f) to the best knowledge of Seller, no action or proceeding instituted against Seller by any tenant of any unit in the Property is presently pending;
(g) there are no security deposits or other deposits other than those set forth in the Rent Roll;
(h) no rent has been paid more than thirty (30) days in advance under any lease of any unit in the Property other than as shown on the Rent Roll;
(i) no uncompleted work with respect to any part of the Property demised under any of the Leases to be performed by Seller will remain incomplete after the time of Closing; and
(j) all brokerage commissions with respect to the Leases shall have been paid in full by the time of Closing.
Leases; Rent Roll. Except as disclosed in the rent roll relating to the Property (the “Rent Roll”) and the aging report and tenant estoppels relating to the Property, each delivered to and approved by Lender in connection with the closing of the Loan, (a) Borrower is the sole owner of the entire lessor’s interest in the Leases; (b) the Leases are valid and enforceable and in full force and effect; (c) all of the Leases are arms-length agreements with bona fide, independent third parties; (d) to Borrower’s knowledge, no party under any Lease is in default; (e) to Borrower’s knowledge, all Payments due have been paid in full and no tenant is in arrears in its payment of any Payments; (f) none of the Payments reserved in the Leases have been assigned or otherwise pledged or hypothecated by Borrower; (g) to Borrower’s knowledge, none of the Payments have been collected for more than one (1) month in advance (except a security deposit shall not be deemed rent collected in advance); (h) with the exception of the Work described on Exhibit E-1 attached hereto, the premises demised under the Leases have been completed and the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis; (i) to Borrower’s knowledge, there exist no offsets or defenses to the payment of any portion of the Payments and Borrower has no monetary obligation to any tenant under any Lease; (j) Borrower has received no notice from any tenant challenging the validity or enforceability of any Lease; (k) there are no agreements with the tenants under the Leases other than expressly set forth in each Lease; (l) the Leases are valid and enforceable against Borrower and the tenants set forth therein; (m) the Lease contains an option to purchase, right of first refusal to purchase, right of first refusal to lease additional space at the Property as set forth in the Commerce Lease; (n) no person or entity has any possessory interest in, or right to occupy, the Property except under and pursuant to a Lease; (o) to Borrower’s knowledge, no tenants have exercised any right to “go dark” that they may have under their Leases; (p) all security deposits relating to the Leases reflected on the certified rent roll delivered to Lender have been collected by Borrower; (q) no brokerage commissions or finders fees are currently due and payable regarding any Lease; (r) each tenant is in actual, physical occupancy of the premises demised under its Lease and is paying full rent under it...
Leases; Rent Roll. To Seller’s knowledge, (1) the rent roll attached hereto as Exhibit B is true, correct and complete in all material respects, (2) the Leases to which Buyer was given access to at the Property were true, correct and complete copies thereof, (3) Seller is not in default of any of its obligations as “Landlord” under any of the Leases, and (4) the receivables report Seller provided to Buyer is the form of report Seller relies on in considering tenant delinquencies at the Property.
Leases; Rent Roll. There are and will be no oral or written agreements with respect to any Lease allowing the Tenant any reduction, abatement, concession, allowance or subsidy of rent under its Lease or allowing the payment of any portion of the rent in any form other than in cash except as may be fully noted on the rent roll delivered to Buyer; and no rentals or other payments for periods in excess of one month have been received under any Lease except as reflected on the rent roll. The rent roll for each of the Partnership Properties and the LVA Property delivered to Buyer is true, correct and complete as of the date thereof.
Leases; Rent Roll. To Seller's actual knowledge, the documents constituting the Leases that are delivered to Purchaser are true, correct and complete copies of all of the Leases affecting the Property, including any and all renewals, extensions, amendments or supplements thereto. To the Seller's actual knowledge, except as disclosed in the Property Information, no Tenants have asserted nor are there any defenses or offsets to rent accruing after the Closing Date and, to Seller's knowledge, no default or breach exists on the part of any Tenant. With respect to any Lease for which no Tenant Estoppel was delivered to Purchaser before the Closing Date, the following information in the Rent Roll applicable to such Lease is accurate as of the date indicated: delinquent rent; pre-paid rent; and security deposit amount. To the Seller's actual knowledge, no controversy, complaint, negotiation or renegotiation (except any pending negotiations for new Leases or negotiations to extend the term of any existing Lease, all in the normal and ordinary process of owning and operating the Property), proceeding, suit or litigation relating to any Lease, is pending or, to Seller's actual knowledge, threatened.
Leases; Rent Roll. True, complete and accurate copies of all Leases, including all amendments and documents relating thereto, have been made available to Merger Sub. All Leases have been entered into in material compliance with all applicable Law. The Rent Roll and the list of Rental Home Leases set forth on Section 3(o)(i) of the Disclosure Schedule (the “Rental Home Lease Schedule”) describe all existing Leases (including all amendments and modifications thereto, the name of the tenant, the site occupied by the tenant, the term of the lease, gross site charges, taxes and other charges, delinquencies in payments, any deposits, and prepaid fees or credits paid by such tenant) as of the day before the execution of this Agreement, and is true, complete and accurate in all material respects. The Rent Roll and the Rental Home Lease Schedule will be updated as of day prior to the Closing Date with the aforesaid representation being true and complete as of the day prior to Closing. To the Knowledge of Target, each of the Leases is in full force and effect. Except as set forth on Section 3(o)(ii) of the Disclosure Schedule, no party to a Lease is in default for failure to pay rent, beyond any applicable notice and cure periods. Section 3(o)(ii) of the Disclosure Schedule will be updated as of the day prior to the Closing Date with the aforesaid representation being true and complete as of the day prior to Closing. To the Knowledge of Target and except for tenant violations of rules and regulations applicable to the Property established by Target, the tenant under each Lease has performed all of its material obligations under each Lease through the date hereof, and the Leases have not been modified nor have any concessions been made with respect thereto unless expressly set forth on the Rent Roll or the Rental Home Lease Schedule or set forth on Section 3(o)(iii) of the Disclosure Schedule. Except as set forth on Section 3(o)(iv) of the Disclosure Schedule, each of the Leases was the result of arm’s-length negotiation, other than listed on the Rent Roll there are no signed Leases for a term greater than one (1) year, and no Leases, or other document, prohibiting Target or any Target Subsidiary (or, after Closing, Parent or Merger Sub) from increasing rental rates at their discretion during the applicable lease term. Except as set forth Section 3(o)(v) of the Disclosure Schedule, no tenant has paid rent more than thirty (30) days in advance. Neither Target nor any Target Subsidiary h...
Leases; Rent Roll. The documents constituting the Leases that are delivered to Purchaser as part of the Property Information are true and correct copies of all of the Leases affecting the Property, including any and all renewals, extensions, amendments or supplements thereto. The Rent Roll attached to this Contract as Schedule 8.1.3, and all information set forth therein and in the updated Rent Roll to be delivered at Closing, is and shall be true and correct in all material respects as of its date. There are no parties with a right to possession of any part of the Property except those identified in the Rent Roll or as may be set forth in the Permitted Exceptions. All Leasing Costs that are due and payable as of Closing (including without limitation all leasing commissions payable in connection with the Lease with Crane Worldwide Logistics, LLC and any tenant improvement allowances and/or credits due to Clearwater International, L.L.C. under its Lease) will be paid in full by Seller (with evidence thereof provided to Purchaser) on or before Closing. Except as disclosed in the Property Information, to Seller’s knowledge, no default or breach exists on the part of any Tenant under its Lease. Seller has not received any written notice from any Tenant that Seller is in default of any of its obligations under the Leases, and to Seller’s current actual knowledge, without inquiry or investigation, Seller is not in default of any of its obligations under the Leases.