Common use of Leasing Activities Clause in Contracts

Leasing Activities. Until the Closing or earlier termination of this Agreement, Seller shall (a) not amend or modify or renew (except pursuant to existing renewal and/or extension provisions in such Leases) the terms of any of the Leases (not including the Operating Lease) or enter into new leases for all or any portion of the Property, without Buyer’s consent (which consent, except in respect of the Operating Lease, Buyer shall not unreasonably deny, delay or condition), except that Seller (in addition to any renewal pursuant to an existing renewal and/or extension rights) shall have the right (but not the obligation), in Seller’s sole discretion, to enter into new leases or extensions of existing Leases in the ordinary course of business, provided that the terms of such new leases or new extensions shall not be greater than one (1) year (unless cancelable without penalty or premium after such one (1) year; it being agreed that Buyer shall not unreasonably withhold, delay or condition its consent or approval to such new leases or extensions of existing Leases which shall have a term greater than one (1) year), and (b) perform its obligations as landlord under the Leases and shall advise Buyer of any notices of default received by Seller from tenants under the Leases (not including the Operating Lease). Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary or other proceedings against any tenant (including without limitation the Restaurant Tenant and/or the Operating Tenant) as a result of a default by the tenant under its Lease prior to the Closing Date. Anything in this Agreement to the contrary notwithstanding, Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenant (including without limitation the Restaurant Tenant) and Seller may terminate any Lease (including without limitation the Restaurant Lease and/or the Operating Lease) and/or allow same to expire prior to Closing in accordance with the provisions of such Lease. Further, Buyer expressly agrees that it shall not be grounds for Buyer’s refusal to close this transaction that any tenant (including without limitation the Restaurant Tenant and/or the tenant under the Operating Lease) is a holdover tenant or is in default under its Lease on the Closing Date, or that such Lease has expired or been terminated by Seller in accordance with its terms; and (unless Seller has exercised a right not to close, in accordance with this Agreement) Buyer shall accept title subject to such holding over or such default, or with such Lease expired or terminated, with no reduction in or abatement of the Purchase Price and no liability on the part of Seller in connection therewith.

Leasing Activities. Until Seller shall not, from and after the Effective Date to the End of the Inspection Period, enter into any lease affecting the Project or any modification or amendment thereto, or consent to any sublease under a lease, in each case, without the prior written consent of Buyer, which may not be unreasonably withheld. Seller shall not, from and after the End of the Inspection Period to the Closing Date, enter into any lease affecting the Project or earlier termination any modification or amendment thereto, or consent to any sublease under a lease, in each case, without the prior written consent of this AgreementBuyer, which may be given or withheld in Buyer’s sole and absolute discretion. During the Contract Period, Seller shall (a) not amend copy Buyer on any and all correspondence received from or modify or renew (except pursuant sent to existing renewal and/or extension provisions in such Leases) Tenants regarding any modifications to the terms of the Lease. From and after the Effective Date, Seller shall not undertake any construction, repairs, alterations or improvements to the Property, nor order materials for installation on the Property, in each case costing in excess of Twenty Five Thousand and No/100 Dollars ($25,000.00), without Buyer’s prior written consent, which may be withheld in Buyer’s sole discretion unless Seller agrees in writing to discharge any liens arising from such work or materials. From and after the Leases (Effective Date, to the extent Seller has such rights under the applicable Tenant Lease, Seller shall not including authorize any Tenant to undertake any construction, repairs, alterations or improvements to the Operating Lease) or enter into new leases Property, nor order materials for all or any portion of installation on the Property, without Buyer’s consent (which prior written consent, except which may be withheld in respect of Buyer’s sole discretion unless Seller agrees in writing to discharge any liens arising from such work or materials. From and after the Operating LeaseEffective Date, Buyer shall not unreasonably denySeller shall, delay or condition), except that Seller (in addition as to any renewal pursuant to an existing renewal and/or extension rights) shall have the right (but not the obligation)such work authorized by Seller as landlord, in Seller’s sole discretioncause Tenants to, to enter into new leases promptly pay for any such work or extensions of existing Leases in the ordinary course of businessmaterials, provided that the terms of obtain lien waivers from contractors, subcontractors, or suppliers performing such new leases work or new extensions shall not be greater than one (1) year (unless cancelable without penalty or premium after supplying such one (1) year; it being agreed that Buyer shall not unreasonably withhold, delay or condition its consent or approval to such new leases or extensions of existing Leases which shall have a term greater than one (1) year)materials, and (b) perform its obligations as landlord under take all other actions necessary to avoid a lien being placed on the Leases and shall advise Buyer of any notices of default received by Seller from tenants under the Leases (not including the Operating Lease). Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary or other proceedings against any tenant (including without limitation the Restaurant Tenant and/or the Operating Tenant) as a result of a default by the tenant under its Lease prior to the Closing Date. Anything in this Agreement to the contrary notwithstanding, Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenant (including without limitation the Restaurant Tenant) and Seller may terminate any Lease (including without limitation the Restaurant Lease and/or the Operating Lease) and/or allow same to expire Project prior to Closing in accordance with the provisions of such Lease. Further, Buyer expressly agrees that it shall not be grounds for Buyer’s refusal to close this transaction that any tenant (including without limitation the Restaurant Tenant and/or the tenant under the Operating Lease) is a holdover tenant or is in default under its Lease on the Closing Date, or that such Lease has expired or been terminated by Seller in accordance with its terms; and (unless Seller has exercised a right not to close, in accordance with this Agreement) Buyer shall accept title subject to such holding over or such default, or with such Lease expired or terminated, with no reduction in or abatement of the Purchase Price and no liability on the part of Seller in connection therewith.

Leasing Activities. Until (a) During the Closing or earlier termination term of this Agreement, Seller shall subject to the leasing guidelines set forth on Exhibit 14.1(a) attached hereto (a) not amend or modify or renew (except pursuant to existing renewal and/or extension provisions in such Leases) the terms of any of the Leases (not including the Operating Lease) or enter into new leases for all or any portion of the Property, without Buyer’s consent (which consent, except in respect of the Operating Lease, Buyer shall not unreasonably deny, delay or condition"Leasing Guidelines"), except that Seller (in addition to any renewal pursuant to an existing renewal and/or extension rights) Manager shall have the exclusive right as Project manager to procure and negotiate, on behalf of Owner, tenant leases for retail space for the Project and any operation and easement agreements (but not the obligation), in Seller’s sole discretion, to enter into new leases or extensions of existing Leases in the ordinary course of business, provided that the terms of such new leases or new extensions shall not be greater than one (1"OEAs") year (unless cancelable without penalty or premium after such one (1) year; it being agreed that Buyer shall not unreasonably withhold, delay or condition its consent or approval to such new leases or extensions of existing Leases which shall have a term greater than one (1) year), and (b) perform its obligations as landlord under the Leases and shall advise Buyer of any notices of default received by Seller from tenants under the Leases (not including the Operating Lease). Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary or other proceedings against any tenant (including without limitation the Restaurant Tenant and/or the Operating Tenant) as a result of a default by the tenant under its Lease prior to the Closing Date. Anything in this Agreement to the contrary notwithstanding, Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenant (including without limitation the Restaurant Tenant) and Seller may terminate any Lease (including without limitation the Restaurant Lease and/or the Operating Lease) and/or allow same to expire prior to Closing in Project. In accordance with the provisions Management Standard, Manager shall lease space in the Project to tenants subject to the Leasing Guidelines and to perform such other services in connection with the efficient leasing of the Project as Owner may from time to time reasonably direct. To the extent necessary to obtain tenants for the Project, Manager shall advertise the Project and conduct such Lease. Furtherpromotional activities as may be deemed appropriate by Manager, Buyer expressly agrees to the extent that it shall not be grounds for Buyer’s refusal to close this transaction that any tenant (including without limitation the Restaurant Tenant and/or the tenant under costs therefor are either within a line item in the Operating LeaseBudget (increased as set forth in Section 13.2 hereof) is a holdover tenant or is Manager elects to pay for the cost thereof. No such leases shall violate (a) use exclusions contained in default under its Lease on the Closing Dateexisting leases or agreements with other tenants, (b) covenants, conditions or restrictions contained in any deed to, or that such Lease has expired or been terminated by Seller in accordance with its terms; and (unless Seller has exercised a right not to closeother documents affecting, in accordance with this Agreement) Buyer shall accept title subject to such holding over or such defaultincluding, without limitation, reciprocal easement agreements, the Project, or with such Lease expired or terminated, with (c) any legal requirements affecting the Project. Except as set forth in Exhibit 14-1(a) no reduction in or abatement lease for a portion of the Purchase Price and no Project shall fail to limit the liability on of Owner, Construction Lender, Mezzanine Lender or officers, partners, members, employees, representatives, directors, trustees or shareholders to Owner's interest in the part Project or otherwise impose personal liability upon any of Seller in connection therewiththe foregoing.

Leasing Activities. Until (a) From and after the Closing or earlier termination Effective Date and prior to the expiration of this Agreementthe Due Diligence Period, Seller shall not (ai) not consent to any assignment of a Tenant Lease or a sublease under a Tenant Lease (to the extent Seller’s consent is required under such Tenant Lease), (ii) or amend or otherwise modify or renew terminate any Tenant Lease (except pursuant unless due to existing renewal a default by the respective Tenant beyond any notice and/or extension provisions cure period), and/or (iii) enter into a new Tenant Lease (each of such actions in such Leases(i), (ii) the terms of any and (iii) being referred to as a “Lease Action”), without providing a copy of the Leases (not including the Operating Lease) or enter into new leases for all or any portion applicable underlying documents and a copy of the Property, without Buyer’s applicable leasing brokerage agreement (if any) to Buyer and obtaining the prior written consent of Buyer (which consent, except consent of Buyer may be withheld in respect its sole discretion provided Buyer shall not be responsible for any leasing commissions post-Closing). (b) From and after the expiration of the Operating LeaseDue Diligence Period, Seller shall not take any Lease Action without providing a copy of the applicable underlying documents and a copy of the applicable leasing brokerage agreement (if any) to Buyer and obtaining the prior written consent of Buyer (in its sole and absolute discretion); provided, however, Buyer shall not unreasonably deny, delay be responsible for any leasing commissions post-Closing. If Buyer fails to consent or conditionreject (with an explanation of Buyer’s reason for rejecting such Lease Action) any Lease Action by notice to Seller within five (5) Business Days of receipt of Seller’s notice of a proposed Lease Action (together with the items required to be delivered by Seller under this Section 4.5.1(b)), except that Seller (in addition to any renewal pursuant to an existing renewal and/or extension rights) shall have the right (but not the obligation), in Seller’s sole discretion, to enter into new leases or extensions of existing Leases in the ordinary course of business, provided that the terms of such new leases or new extensions shall not be greater than one (1) year (unless cancelable without penalty or premium after such one (1) year; it being agreed that then Buyer shall not unreasonably withholdbe deemed to have approved the proposed Lease Action. Copies, delay or condition its consent or approval to such new leases or extensions of existing Leases which requests and consents delivered under this Section 4.5.1 shall have a term greater than one (1) year), and (b) perform its obligations as landlord under the Leases and shall advise Buyer of any notices of default received by Seller from tenants under the Leases (not including the Operating Lease). Notwithstanding anything to the contrary contained be in this Agreement, Seller reserves the rightwriting, but is not obligated, to institute summary or other proceedings against any tenant (including without limitation the Restaurant Tenant and/or the Operating Tenant) as a result of a default may be delivered by the tenant under its Lease prior to the Closing Date. Anything in this Agreement to the contrary notwithstanding, Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenant (including without limitation the Restaurant Tenant) and Seller may terminate any Lease (including without limitation the Restaurant Lease and/or the Operating Lease) and/or allow same to expire prior to Closing in accordance with the provisions of such Lease. Further, Buyer expressly agrees that it shall not be grounds for Buyer’s refusal to close this transaction that any tenant (including without limitation the Restaurant Tenant and/or the tenant under the Operating Lease) is a holdover tenant or is in default under its Lease on the Closing Date, or that such Lease has expired or been terminated by Seller in accordance with its terms; and (unless Seller has exercised a right not to close, in accordance with this Agreement) Buyer shall accept title subject to such holding over or such default, or with such Lease expired or terminated, with no reduction in or abatement of the Purchase Price and no liability on the part electronic mail between representatives of Seller in connection therewithand Buyer.

Leasing Activities. Until During the Closing or earlier termination term of this Agreement, Seller shall subject to the leasing guidelines set forth on Exhibit 3.1 attached hereto (a) not amend or modify or renew (except pursuant to existing renewal and/or extension provisions in such Leases) the terms of any of the Leases (not including the Operating Lease) or enter into new leases for all or any portion of the Property, without Buyer’s consent (which consent, except in respect of the Operating Lease, Buyer shall not unreasonably deny, delay or condition"Leasing Guidelines"), except that Seller (in addition to any renewal pursuant to an existing renewal and/or extension rights) Manager shall have the exclusive right to procure and negotiate, on behalf of Owner, Tenant leases for retail space for the Project and any reciprocal easement agreements (but not the obligation), in Seller’s sole discretion, to enter into new leases or extensions of existing Leases in the ordinary course of business, provided that the terms of such new leases or new extensions shall not be greater than one (1"REAs") year (unless cancelable without penalty or premium after such one (1) year; it being agreed that Buyer shall not unreasonably withhold, delay or condition its consent or approval to such new leases or extensions of existing Leases which shall have a term greater than one (1) year), and (b) perform its obligations as landlord under the Leases and shall advise Buyer of any notices of default received by Seller from tenants under the Leases (not including the Operating Lease). Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not obligated, to institute summary or other proceedings against any tenant (including without limitation the Restaurant Tenant and/or the Operating Tenant) as a result of a default by the tenant under its Lease prior to the Closing Date. Anything in this Agreement to the contrary notwithstanding, Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenant (including without limitation the Restaurant Tenant) and Seller may terminate any Lease (including without limitation the Restaurant Lease and/or the Operating Lease) and/or allow same to expire prior to Closing in Project. In accordance with the provisions Leasing Guidelines, Manager shall lease space in the Project to Tenants and shall perform such other services in connection with the efficient leasing of the Project as Owner may from time to time reasonably direct. To the extent necessary to obtain Tenants for the Project, Manager shall advertise the Project and conduct such promotional activities as may be deemed appropriate by Manager, to the extent that the costs therefor are either within a line item in the Operating Budget or Manager elects to pay for the cost thereof. Manager shall, whenever appropriate to facilitating the leasing program or at Owner's express request, actively enlist the services of other licensed real estate brokers in connection with leasing of space in the Project, and Manager shall act as coordinator of such Lease. Further, Buyer expressly agrees that it shall not be grounds for Buyer’s refusal to close this transaction that any tenant (including without limitation the Restaurant Tenant and/or the tenant under the Operating Lease) is a holdover tenant or is in default under its Lease on the Closing Date, or that such Lease has expired or been terminated by Seller in accordance with its terms; and (unless Seller has exercised a right not to close, other broker in accordance with this Agreement, including the Leasing Guidelines, and shall enter into co-broker agreements in Manager's discretion. In addition to and notwithstanding the Leasing Guidelines, except as otherwise required by any Project lender, leases of greater than ten thousand (10,000) Buyer square feet of gross leaseable area shall accept title subject to not be entered into without the prior written approval of Owner or in accordance with any requirement for lender approval by any lender. No such holding over leases shall violate (i) use exclusions contained in existing leases or such defaultagreements with other Tenants, (ii) restrictive or other covenants, conditions or restrictions contained in any deed to, or with such Lease expired other documents affecting, including, without limitation, reciprocal easement agreements, the Project, or terminated, with no reduction in or abatement (iii) any legal requirements affecting the Project. No lease for a portion of the Purchase Price and no Project shall fail to limit the liability on of Owner, any member of Owner, or the part respective officers, employees, representatives, directors, trustees or shareholders of Seller in connection therewithOwner or any member of Owner or otherwise impose personal liability upon any of the foregoing.