Common use of Leasing and Contracts Clause in Contracts

Leasing and Contracts. Seller shall not, after the date of this Agreement, enter into any new Space Lease or Service Contract affecting the Property, or any amendment, expansion, extension or renewal thereof (except as expressly authorized by a Space Lease), or permit any Space Lessee to enter into any sublease, assignment or agreement pertaining to the Property (except as expressly authorized by such Space Lessee’s Space Lease), or waive, compromise or settle any rights of Seller under any contract or Space Lease, or return any Security Deposit (except as expressly authorized by a Space Lessee’s Space Lease) (collectively a “Material Transaction”), without in each case obtaining Purchaser’s prior written consent thereto which consent may be withheld in Purchaser’s sole discretion. Seller shall not propose any new Service Contract which is not terminable without cost or penalty upon not more than thirty (30) days prior notice. When seeking Purchaser’s consent to a Material Transaction that is a new Space Lease or a material modification of an existing Space Lease, Seller’s notice shall provide notice of the identity of the proposed tenant, a term sheet or letter of intent containing material business terms (including, without limitation, the rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) (the “Material Terms”) and such credit and background information, if any, as Seller then possesses with respect to such proposed Space Lessee. Seller shall use commercially reasonable efforts to provide Purchaser with regular reports and information regarding the status of approved Material Transactions being negotiated. Purchaser shall be responsible for Tenant Improvement Costs and leasing commissions and all other leasing costs payable in connection with any new Space Lease approved or deemed approved by Purchaser pursuant to this Section.

Leasing and Contracts. Seller (a) The Vendor shall not, after the date of this Agreement, not enter into any new Space Lease or Service material Contract affecting the Property, or any amendment, expansion, extension or renewal thereof (except as expressly authorized by a Space Lease), or permit any Space Lessee to enter into any sublease, assignment or agreement pertaining to the Property (except as expressly authorized by unless such Space Lessee’s Space Lease), or waive, compromise or settle any rights of Seller under any contract or Space Lease, or return any Security Deposit (except as expressly authorized by a Space Lessee’s Space Lease) (collectively a “Material Transaction”), without in each case obtaining Purchaser’s prior written consent thereto which consent may be withheld in Purchaser’s sole discretion. Seller shall not propose any new Service Contract which is not terminable without cost or penalty upon notice of not more than thirty (30) days days) after the date hereof without the prior noticeapproval of the Purchaser, which approval shall not be unreasonably withheld or delayed. When seeking In the case of each such Contract where the approval of the Purchaser is required, such approval shall be deemed to have been given if no response is received from the Purchaser within ten (10) Business Days following written request therefor sent in accordance with the provisions hereof. (b) At any time after the date hereof, the Vendor shall not voluntarily materially amend or terminate any material Contract without the prior written consent of the Purchaser’s , such consent not to a Material Transaction that be unreasonably withheld or delayed . In each such case where the approval of the Purchaser is required, such approval shall be deemed to have been given if no response is received from the Purchaser within ten (10) Business Days following written request therefor sent in accordance with the provisions hereof. (c) If any Contracts involving the provision of services to the Property, or other similar Contracts, also apply to any other properties, the Vendor shall be entitled, with the consent of the Purchaser, prior to the Due Diligence Date, to amend each such Contract, or replace it with a new Space Lease or a material modification restated agreement, in order to provide that the Contract, as so amended or replaced (it being agreed that the Contract as so amended or replaced is the Contract for all purposes of an existing Space Leasethis Agreement), Seller’s notice shall provide notice not apply to any properties other than the Property. (d) Notwithstanding any other provision of this Agreement, no default by any Person other than the identity of the proposed tenant, a term sheet Vendor under any Permitted Encumbrances or letter of intent containing material business terms Contract (including, without limitation, any bankruptcy or event of insolvency) or repudiation or termination thereof, or proceeding for relief therefrom, at any time after the rent, expense base, concessions, tenant improvement allowances, brokerage commissionsDue Diligence Date, and expansion and extension options) no other change adverse to the Subject Assets or the Property or their value at any time after the Due Diligence Date (it being acknowledged that the “Material Terms”) and Purchaser has a right of termination prior to the Due Diligence Date pursuant to Section 2.4 hereof), other than a change caused by the wrongful act of the Vendor, shall entitle the Purchaser to terminate this Agreement or to an abatement of the Purchase Price or any other right or remedy whatsoever, the Purchaser agreeing to accept the risk of the foregoing. The foregoing does not relieve, however, the Vendor from any consequences of any default by the Vendor under any such credit and background informationPermitted Encumbrance or Contract where the result of such default would be the breach by the Vendor of any of its representations or warranties or non-satisfaction of the conditions set out in Section 4.2, it being agreed that in the case of any such default, if it has a material adverse effect on the Property, the Purchaser shall be entitled to an adjustment of the Purchase Price by the amount of the diminution in value of the Property caused by such default, if any, as Seller then possesses with respect to such proposed Space Lessee. Seller shall use commercially reasonable efforts to provide Purchaser with regular reports and information regarding the status of approved Material Transactions being negotiated. Purchaser shall be responsible for Tenant Improvement Costs and leasing commissions and all but no other leasing costs payable in connection with any new Space Lease approved or deemed approved by Purchaser pursuant to this Sectionremedy.

Leasing and Contracts. Seller (a) After 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date, the Vendor shall not, after the date of this Agreement, not enter into any new Space Lease or Service Contract affecting offers to lease, nor any Contracts, without the Propertyprior approval of the Purchaser (which approval shall not be unreasonably withheld by the Purchaser) provided that the requirement for the approval of the Purchaser shall not apply in respect of Short Term Leases, Short Term Contracts, or any amendment, expansion, extension or renewal thereof (except as expressly authorized by a Space Lease), or permit any Space Lessee in the event that the Vendor is bound to enter into any subleasethe relevant new Lease pursuant to a lease, assignment agreement or agreement pertaining offer in existence prior to 5:00 p.m. on the third Business Day prior to the Property Purchaser’s Condition Date which was Disclosed to the Purchaser. In the case of each such Lease or Contract where the approval of the Purchaser is required, such approval shall be deemed to have been granted if no response is received from the Purchaser within three (except as expressly authorized 3) Business Days following a written request therefor. (b) At any time after 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date, the Vendor shall not amend, terminate or accept a surrender of any Lease (other than a Short Term Lease) or release any Tenant from its liability under its Lease (other than a Short Term Lease) or amend or terminate any Contract (other than a Short Term Contract) or consent to assignment of or subletting under any Lease (other than a Short Term Lease) unless in any case the Vendor was legally bound to do so at such time, without the prior written approval of the Purchaser, (such approval shall not be unreasonably withheld by the Purchaser) such Space Lessee’s Space Leaseapproval to be given or refused, or deemed to have been granted, in the manner contemplated in Subsection 7.3(a), mutatis mutandis. (c) At any time on or waive, compromise or settle any rights of Seller under any contract or Space Lease, or return any Security Deposit (except as expressly authorized by a Space Lessee’s Space Lease) (collectively a “Material Transaction”), without in each case obtaining prior to 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date, the Vendor shall give the Purchaser prior written consent thereto which consent may be withheld in Purchaser’s sole discretion. Seller shall not propose notice of any new Service Contract which is not terminable without cost or penalty upon not more than thirty (30) days prior notice. When seeking Purchaser’s consent to a Material Transaction that is a new Space Lease or a material modification of an existing Space Lease, Seller’s new Contract and such notice shall provide notice contain a summary of the identity pertinent terms of the proposed tenantnew lease or new contract. The Purchaser shall have three (3) Business Days after such notice in which to give the Vendor comments on such lease or contract, which comments the Vendor need not give effect to prior to entering into such lease or contract. Any such new lease or new contract shall thereupon be deemed to be approved by the Purchaser and the Vendor shall provide a term sheet copy thereof to the Purchaser promptly once available. (d) For the purposes of this Agreement: (i) “Approved Leases” means Leases and amendments thereof entered into on or letter of intent containing material business terms after 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date where the Purchaser has granted (includingor is deemed to have granted) the necessary approval under Subsection 7.3(a), without limitation, the rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension optionsSubsection 7.3(b) (the “Material Terms”or Subsection 7.3(c) and such credit any Short Term Leases; and background information(ii) “Approved Contracts” means any Contracts and amendments thereof entered into on or after 5:00 p.m. on the third Business Day prior to the Purchaser’s Condition Date where the Purchaser has granted (or is deemed to have granted) the necessary approval under Subsection 7.3(a), if any, as Seller then possesses with respect to such proposed Space Lessee. Seller shall use commercially reasonable efforts to provide Purchaser with regular reports Subsection 7.3(b) or Subsection 7.3(c) and information regarding the status of approved Material Transactions being negotiated. Purchaser shall be responsible for Tenant Improvement Costs and leasing commissions and all other leasing costs payable in connection with any new Space Lease approved or deemed approved by Purchaser pursuant to this SectionShort Term Contracts.

Leasing and Contracts. Seller (a) The Vendor shall not, not enter into any new Lease after the date hereof without the prior approval of the Purchaser (which approval may be unreasonably withheld or delayed) provided that the requirement for the approval of the Purchaser shall not apply in the event that the Vendor is bound to enter into the relevant new Lease on specified terms and conditions pursuant to a lease, agreement or offer in existence prior to the date hereof. The Vendor shall not enter into any new material Contract (unless such Contract is terminable without penalty upon notice of not more than 180 days) after the date hereof without the prior approval of the Purchaser, which approval shall not be unreasonably withheld or delayed. In the case of each such Lease or Contract where the approval of the Purchaser is required, such approval shall be deemed to have been given if no response is received from the Purchaser within five (5) Business Days following written request therefor sent in accordance with the provisions hereof. (b) At any time after the date hereof, the Vendor shall not voluntarily amend, terminate or accept a surrender of any Lease, and or release any Tenant from its liability under its Lease or any Approved Lease (other than the Lease excepted as set out above) or voluntarily materially amend or terminate any material Contract without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed. In each such case where the approval of the Purchaser is required, such approval shall be deemed to have been given if no response is received from the Purchaser within five (5) Business Days following written request therefor sent in accordance with the provisions hereof. (c) If any Contracts involving the provision of services to the Property, or other similar Contracts, also apply to any other properties, the Vendor shall be entitled, with the consent of the Purchaser, prior to the Due Diligence Date, to amend each such Contract, or replace it with a new or restated agreement, in order to provide that the Contract, as so amended or replaced (it being agreed that the Contract as so amended or replaced is the Contract for all purposes of this Agreement), shall not apply to any properties other than the Property. The provisions of Subsection 7.3(b) shall be applicable in respect of any such amendment or replacement of such Contract, if (but only if) such Contract is a material Contract and changes are being made thereto other than for the purpose described above (and all necessary conforming changes) or if the amount payable for such services is not currently allocated to each property covered by such Contract on a discrete basis. (d) Notwithstanding any other provision of this Agreement, enter into no default by any new Space Lease or Service Contract affecting Person other than the Property, or any amendment, expansion, extension or renewal thereof (except as expressly authorized by a Space Lease), or permit any Space Lessee to enter into any sublease, assignment or agreement pertaining to the Property (except as expressly authorized by such Space Lessee’s Space Lease), or waive, compromise or settle any rights of Seller Vendor under any contract or Space Lease, Permitted Encumbrances or return any Security Deposit (except as expressly authorized by a Space Lessee’s Space Lease) (collectively a “Material Transaction”), without in each case obtaining Purchaser’s prior written consent thereto which consent may be withheld in Purchaser’s sole discretion. Seller shall not propose any new Service Contract which is not terminable without cost or penalty upon not more than thirty (30) days prior notice. When seeking Purchaser’s consent to a Material Transaction that is a new Space Lease or a material modification of an existing Space Lease, Seller’s notice shall provide notice of the identity of the proposed tenant, a term sheet or letter of intent containing material business terms (including, without limitation, any bankruptcy or event of insolvency) or repudiation or termination thereof, or proceeding for relief therefrom, at any time after the rent, expense base, concessions, tenant improvement allowances, brokerage commissionsDue Diligence Date, and expansion and extension options) no other change adverse to the Subject Assets or the Property or their value at any time after the Due Diligence Date (it being acknowledged that the “Material Terms”) and Purchaser has a right of termination prior to the Due Diligence Date pursuant to Section 2.4 hereof), other than a change caused by the wrongful act of the Vendor, shall entitle the Purchaser to terminate this Agreement or to an abatement of the Purchase Price or any other right or remedy whatsoever, the Purchaser agreeing to accept the risk of the foregoing. The foregoing does not relieve, however, the Vendor from any consequences of any default by the Vendor under any such credit and background informationLease, Permitted Encumbrance or Contract where the result of such default would be the breach by the Vendor of any of its representations or warranties or non-satisfaction of the conditions set out in Section 4.2, it being agreed that in the case of any such default, if it has a material adverse effect on the Property, the Purchaser shall be entitled to an adjustment of the Purchase Price by the amount of the diminution in value of the Property caused by such default, if any, as Seller then possesses with respect to such proposed Space Lessee. Seller shall use commercially reasonable efforts to provide Purchaser with regular reports and information regarding the status of approved Material Transactions being negotiated. Purchaser shall be responsible for Tenant Improvement Costs and leasing commissions and all but no other leasing costs payable in connection with any new Space Lease approved or deemed approved by Purchaser pursuant to this Sectionremedy.

Leasing and Contracts. Seller Transferor shall not, after the date of this Agreement, enter into any new Space Lease or Lease, Service Contract or Union Agreement affecting the Property, or any amendment, expansion, extension or renewal thereof (except as those to which a Space Lessee is expressly authorized by a entitled pursuant to the terms of its applicable Space Lease), or permit any Space Lessee to enter into any sublease, assignment or agreement pertaining to the Property (except as expressly authorized or permitted by such Space Lessee’s 's Space LeaseLease without the consent of the landlord thereunder), or waive, compromise or settle any rights of Seller Transferor under any contract or Space Lease, or return any Security Deposit (except as expressly authorized required by a Space Lessee’s 's Space Lease) ), or modify, amend, or terminate any Service Contract (collectively a “"Material Transaction”"), without in each case obtaining Purchaser’s SLGOP's prior written consent thereto which consent which, except as provided below, SLGOP may be withheld grant or withhold in Purchaser’s its sole discretion. Seller If (a) a Space Lessee requests Transferor's approval of any matter pursuant to an express provision in the Space Lease which expressly requires Transferor to act reasonably, (b) upon the written direction of SLGOP, Transferor rejects such request, and (c) any claim is made against Transferor asserting that Transferor acted unreasonably in rejecting such request, SLGOP shall indemnify and hold Transferor harmless from all such loss, cost or damage, including, without limitation, reasonable attorneys fees and disbursements (such damages "Sublease Liability") for which Transferor is found liable to such Space Lessee as a result thereof, provided however, that SLGOP shall be given prompt notice of any such claim, and SLGOP shall be entitled to defend such claim with counsel selected by SLGOP. Transferor shall not propose any new Service Contract which is not terminable without cost or penalty upon not more than thirty (30) days prior notice. When seeking Purchaser’s SLGOP's consent to a Material Transaction that is a new Space Lease or a material modification of an existing Space LeaseTransaction, Seller’s notice Transferor shall provide notice of the identity of the proposed tenanttenant or other party thereto, a term sheet or letter of intent containing material business terms (including, without limitation, with respect to proposed leases the rent, expense base, concessions, tenant improvement allowances, brokerage commissions, and expansion and extension options) (the “"Material Terms”") and such credit and background information, if any, as Seller Transferor then possesses with respect to such proposed Space LesseeLessee or other party. Seller SLGOP shall not unreasonably withhold or delay its consent to a proposed Space Lease if (i) the Material Terms are in accordance wi th prevailing market conditions, and (ii) the financial condition and general reputation of the proposed Space Lessee is satisfactory to SLGOP. Upon SLGOP's consent to a Material Transaction involving a new Space Lease, Transferor shall use commercially reasonable efforts to negotiate and enter into a Space Lease on SLGOP's standard lease form, without material change other than changes reasonably approved by SLGOP. Transferor shall also provide Purchaser SLGOP with regular reports and information regarding the status of approved Material Transactions being negotiated. Purchaser SLGOP shall be responsible for Tenant Improvement Costs and Costs, leasing commissions and all other leasing costs payable in connection with any new Space Lease approved or deemed approved by Purchaser SLGOP pursuant to this Section.

Leasing and Contracts. Seller (a) The Vendor shall notnot enter into any new Lease (other than a Lease for storage space, kiosks or parking space or for a term of more than six months) after the date hereof without the prior approval of the Purchaser (which approval will not be unreasonably withheld or delayed) provided that the requirement for the approval of the Purchaser shall not apply in the event that the Vendor is bound to enter into the relevant new Lease on specified terms and conditions pursuant to a lease, agreement or offer in existence prior to the date hereof. The Vendor shall not enter into any new material Contract (unless such Contract is terminable without penalty upon notice of not more than 180 days) after the date hereof without the prior approval of the Purchaser, which approval shall not be unreasonably withheld or delayed. In the case of each such Lease or Contract where the approval of the Purchaser is required, such approval shall be deemed to have been given if no response is received from the Purchaser within five (5) Business Days following written request therefor sent in accordance with the provisions hereof. (b) At any time after the date hereof, the Vendor shall not voluntarily amend, terminate or accept a surrender of any Lease (other than: (i) the lease, dated the 20th day of August, 1998, between Malamar Developments Limited (a predecessor in interest of the Vendor), as landlord, and Heritage Fine Clothing Manufacturers Ltd., as tenant, in respect of premises, shown outlined in red on Schedule "B-1" to the said lease, located at 770 Xxxxxxxx Xxxxxx Xxxx, Xxxxxxx, Xxxxxxx), and or release any Tenant from its liability under its Lease or any Approved Lease (other than the Lease excepted as set out above) or voluntarily materially amend or terminate any material Contract without the prior written consent of the Purchaser, such consent not to be unreasonably withheld or delayed. In each such case where the approval of the Purchaser is required, such approval shall be deemed to have been given if no response is received from the Purchaser within five (5) Business Days following written request therefor sent in accordance with the provisions hereof. (c) If any Contracts involving the provision of services to the Property, or other similar Contracts, also apply to any other properties, the Vendor shall be entitled, with the consent of the Purchaser, prior to the Due Diligence Date, to amend each such Contract, or replace it with a new or restated agreement, in order to provide that the Contract, as so amended or replaced (it being agreed that the Contract as so amended or replaced is the Contract for all purposes of this Agreement), shall not apply to any properties other than the Property. The provisions of Subsection 7.3(b) shall be applicable in respect of any such amendment or replacement of such Contract, if (but only if) such Contract is a material Contract and changes are being made thereto other than for the purpose described above (and all necessary conforming changes) or if the amount payable for such services is not currently allocated to each property covered by such Contract on a discrete basis. (d) Notwithstanding any other provision of this Agreement, enter into no default by any new Space Lease or Service Contract affecting Person other than the Property, or any amendment, expansion, extension or renewal thereof (except as expressly authorized by a Space Lease), or permit any Space Lessee to enter into any sublease, assignment or agreement pertaining to the Property (except as expressly authorized by such Space Lessee’s Space Lease), or waive, compromise or settle any rights of Seller Vendor under any contract or Space Lease, Permitted Encumbrances or return any Security Deposit (except as expressly authorized by a Space Lessee’s Space Lease) (collectively a “Material Transaction”), without in each case obtaining Purchaser’s prior written consent thereto which consent may be withheld in Purchaser’s sole discretion. Seller shall not propose any new Service Contract which is not terminable without cost or penalty upon not more than thirty (30) days prior notice. When seeking Purchaser’s consent to a Material Transaction that is a new Space Lease or a material modification of an existing Space Lease, Seller’s notice shall provide notice of the identity of the proposed tenant, a term sheet or letter of intent containing material business terms (including, without limitation, any bankruptcy or event of insolvency) or repudiation or termination thereof, or proceeding for relief therefrom, at any time after the rent, expense base, concessions, tenant improvement allowances, brokerage commissionsDue Diligence Date, and expansion and extension options) no other change adverse to the Subject Assets or the Property or their value at any time after the Due Diligence Date (it being acknowledged that the “Material Terms”) and Purchaser has a right of termination prior to the Due Diligence Date pursuant to Section 2.5 hereof), other than a change caused by the wrongful act of the Vendor, shall entitle the Purchaser to terminate this Agreement or to an abatement of the Purchase Price or any other right or remedy whatsoever, the Purchaser agreeing to accept the risk of the foregoing. The foregoing does not relieve, however, the Vendor from any consequences of any default by the Vendor under any such credit and background informationLease, Permitted Encumbrance or Contract where the result of such default would be the breach by the Vendor of any of its representations or warranties or non-satisfaction of the conditions set out in Section 4.2, it being agreed that in the case of any such default, if it has a material adverse effect on the Property, the Purchaser shall be entitled to an adjustment of the Purchase Price by the amount of the diminution in value of the Property caused by such default, if any, as Seller then possesses with respect to such proposed Space Lessee. Seller shall use commercially reasonable efforts to provide Purchaser with regular reports and information regarding the status of approved Material Transactions being negotiated. Purchaser shall be responsible for Tenant Improvement Costs and leasing commissions and all but no other leasing costs payable in connection with any new Space Lease approved or deemed approved by Purchaser pursuant to this Sectionremedy.