Common use of Leasing Commissions; Tenant Improvement Allowances Clause in Contracts

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all unpaid Leasing Expenses as of the Effective Date with respect to the Pending Leases and all Leases which exist as of the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). At (and subject to) Closing, Buyer shall (i) receive a credit against the Purchase Price in the aggregate amount of all unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) with respect to the Pending Leases and Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****]), and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) with respect to Pending Leases and Existing Leases that become due and payable after Closing. In addition, Buyer shall be responsible for any and all Leasing Expenses in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement. If and to the extent Buyer shall be responsible for any such Leasing Expenses in accordance with the foregoing, Buyer shall indemnify, defend, and hold harmless Sellers from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all unpaid leasing commissions, tenant improvement allowances and landlord work (each a “Leasing Expenses Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to the Pending Leases and all any Leases which exist as of the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). Prior to Closing, Seller shall deliver to Buyer an updated version of Schedule 5.7 to reflect any Leasing Incentives that were paid by Seller in the ordinary course of business after the Effective Date. At (and subject to) Closing, to the extent there are any unpaid Leasing Incentives with respect to any Existing Lease, Buyer shall (i) receive a credit against the Purchase Price in the aggregate amount of all any unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) Incentives with respect to the Pending Leases and such Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****])reflected on the updated Schedule 5.7 referenced above, and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) Incentives with respect to Pending Leases and Existing Leases that become due and payable after Closingas reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Expenses Incentives in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, that was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement. If and to the extent Buyer shall be responsible for any such Leasing Expenses Incentives in accordance with the foregoing, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Sellers Seller from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers Seller as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable. All of the obligations of Buyer under this Section 5.7 shall survive Closing.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all At (and subject to) Closing, to the extent there are any unpaid Leasing Expenses as of the Effective Date leasing commissions and tenant improvement allowances with respect to the Pending Leases and all any Leases which exist as of the Effective Date (each an “"Existing Lease” " and collectively, the “"Existing Leases”"). At (and subject to) Closing, Buyer Purchaser shall (i) receive a credit against the Purchase Price in the aggregate amount of all any unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) leasing commissions and tenant improvement allowances with respect to the Pending Leases and such Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****])Leases, and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) leasing commissions and tenant improvement allowances with respect to Pending Leases and Existing Leases that become due and payable after ClosingLeases. In addition, Buyer Purchaser shall be responsible for any and all Leasing Expenses leasing commissions, tenant improvement expenses and other leasing incentives in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement. If and to the extent Buyer Purchaser shall be responsible for any such Leasing Expenses leasing commissions, tenant improvement expenses and other leasing incentives in accordance with the foregoing, Buyer Purchaser hereby expressly assumes the obligation to make such payments following the Closing Date, and Purchaser shall indemnify, defend, and hold harmless Sellers Seller from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers Seller as a result of BuyerPurchaser’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable. Seller shall indemnify, defend, and hold harmless Purchaser from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Purchaser as a result of Seller’s failure to pay the aforementioned costs to the applicable broker or tenant in connection with obligations of Seller arising prior to the Closing Date. All of the obligations under this Section 11(e) shall survive Closing.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all unpaid Leasing Expenses leasing commissions and tenant improvement allowances as of the Effective Date that are the responsibility of a Seller with respect to the Pending Leases and all any Leases which exist as of the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). At (and subject to) Closing, to the extent there are any unpaid leasing commissions and tenant improvement allowances with respect to any Existing Lease, Buyer shall (i) receive a credit against the Purchase Price in the aggregate amount of all any unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) leasing commissions and tenant improvement allowances with respect to the Pending Leases and such Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****])Leases, and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) leasing commissions and tenant improvement allowances with respect to Pending Leases and Existing Leases that become due and payable after ClosingLeases. In addition, Buyer shall be responsible for any and all Leasing Expenses leasing commissions, tenant improvement expenses and other leasing incentives in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, that was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this AgreementAgreement (each a “New Lease” and collectively, the “New Leases”). At (and subject to) Closing, to the extent there are any leasing commissions and tenant improvement allowances with respect to any New Lease that have been paid by a Seller prior to Closing, Buyer shall (i) pay and reimburse to such Seller the amounts paid by such Seller for such leasing commissions, tenant improvement expenses and other leasing incentives with respect to such New Leases, and (ii) assume the obligation for the payment of unpaid leasing commissions, tenant improvement expenses and other leasing incentives with respect to New Leases. If and to the extent Buyer shall be responsible for any such Leasing Expenses leasing commissions, tenant improvement expenses and other leasing incentives in accordance with the foregoing, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Sellers from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable. All of the obligations of Buyer under this Section 5.7 shall survive Closing.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all unpaid leasing commissions, tenant improvement allowances and landlord work required as a condition to any tenant’s initial obligation to pay Rent (each a “Leasing Expenses Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to the Pending Leases and all any Leases which exist as of the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). Prior to Closing, Seller shall deliver to Buyer an updated version of Schedule 5.7 to reflect any Leasing Incentives that were paid by Seller or Property Owners in the ordinary course of business after the Effective Date. At (and subject to) Closing, Buyer shall (i) receive a credit against to the Purchase Price in the aggregate amount of all extent there are any unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) Incentives with respect to the Pending Leases and any Existing Leases (including without limitationLease, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****]), and (ii) Buyer shall assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) Incentives with respect to Pending Leases and Existing Leases that become due and payable after Closingas reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Expenses Incentives in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, that was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement. If and to the extent Buyer shall be responsible for any such Leasing Expenses Incentives in accordance with the foregoing, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Sellers Seller from and against any and all actual losses, out-of-pocket costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expensesexpenses but excluding in all cases consequential, punitive, special or speculative) suffered by Sellers Seller as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable. All of the obligations of Buyer under this Section 5.7 shall survive Closing.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto Except as Schedule 5.7 is a list of otherwise expressly set forth herein, including, without limitation, with regard to Reimbursable Lease Expenses, on or before the Closing Date, Seller shall cause Existing PRDB and Existing Springfield East TIC to pay in full (i) all unpaid Leasing Expenses as of the Effective Date with respect leasing commissions and locator’s and finder’s fees due to the Pending Leases and all Leases which exist as of leasing or other agents for each Space Lease entered into prior to the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). At (and subject to) Closing, Buyer shall (i) receive a credit against the Purchase Price in the aggregate amount of all unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) other than leasing brokerage commissions due with respect to renewals, extensions or expansions by Space Tenants pursuant to such Space Leases which occur after the Pending Leases Closing Date, to the extent not due and Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned payable prior to [****]the Closing Date), and (ii) assume the obligation all tenant improvement allowances for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant each Space Lease entered into prior to the Escrow AgreementsEffective Date due to Space Tenants under their Space Leases. (viii) with respect Reimbursable Lease Expenses. On the Closing Date, Purchaser shall cause New PRDB and New Springfield East TIC to Pending Leases reimburse Existing PRDB and Existing Leases Springfield Park TIC for any and all Reimbursable Lease Expenses to the extent that become due and payable after the same have been paid by Fee Owners prior to Closing. In addition, Buyer at Closing, Purchaser shall be responsible for cause New PRDB and New Springfield East TIC to assume the obligations of Existing PRDB and Existing Springfield Park TIC to pay, when due any and all Leasing Reimbursable Lease Expenses in respect unpaid as of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this AgreementClosing. If and to the extent Buyer Purchaser shall be responsible for any such Leasing Expenses in accordance with the foregoing, Buyer shall indemnify, defend, indemnify and hold harmless Sellers Seller from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs fees and litigation expenses) suffered by Sellers as a result with respect to Seller’s portion of Buyer’s failure to pay any such Reimbursable Lease Expenses which remain unpaid for any reason at the aforementioned costs time of Closing, which obligations of Purchaser shall survive the Closing. Each party shall make available to the applicable broker or tenant when they become due other all records, bills, vouchers and payableother data in such party’s possession verifying Reimbursable Lease Expenses and the payment thereof.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is a list of all unpaid Leasing Expenses leasing commissions and tenant improvement allowances as of the Effective Date with respect to the Pending Leases and all any Leases which exist as of the Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). At (and subject to) Closing, to the extent there are any unpaid leasing commissions and tenant improvement allowances with respect to any Existing Lease, Buyer shall (i) receive a credit against the Purchase Price in the aggregate amount of all any unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) leasing commissions and tenant improvement allowances with respect to the Pending Leases and such Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****])Leases, and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) leasing commissions and tenant improvement allowances with respect to Pending Leases Existing Leases. Pursuant to the foregoing sentence, but without limiting same, at Closing Buyer shall receive the following credits against the Purchase Price: (i) in respect of the Fast N Furious Japanese Grill Lease, a credit in an amount equal to the leasing commission due in connection with the Lease, tenant improvement allowance owed in connection with the Lease, and Existing Leases that become monthly base rent and reimbursements due and payable after Closingfrom the tenant under said Lease, prorated for the period from the Closing Date until the rent commencement date under said Lease, as further detailed on Schedule 5.7; and (ii) in respect of the T-Mobile Lease, a credit in an amount equal to the outstanding tenant improvement allowance owed in connection with the renewal of said Xxxxx, as further detailed on Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Expenses leasing commissions, tenant improvement expenses and other leasing incentives in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that, in each case, that was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with this Agreement. If and to the extent Buyer shall be responsible for any such Leasing Expenses leasing commissions, tenant improvement expenses and other leasing incentives in accordance with the foregoing, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Sellers Seller from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers Seller as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant when they become due and payable. All of the obligations of Seller and Buyer under this Section 5.7 shall survive Closing.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto a) At (and subject to) Closing, to the extent there are any unpaid leasing commissions, tenant improvement allowances and landlord work required as Schedule 5.7 is a list of all unpaid condition to any Tenant’s initial obligation to pay Rent (each a “Leasing Expenses as of Incentive” and collectively the Effective Date “Leasing Incentives”) with respect to the Pending Leases and all any Leases which exist as of existed prior to the Original Effective Date (each an “Existing Lease” and collectively, the “Existing Leases”). At (and subject to) Closing, Buyer shall (i) receive a credit against the Purchase Price in the aggregate amount of all any unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements (as hereinafter defined)) Incentives with respect to the Pending Leases and such Existing Leases (including without limitation, that certain Lease Agreement, dated as of [****], by and between [****] Seller, as “landlord”, and [****], as “tenant”, as assigned to [****])reflected on the updated Schedule 5.7 referenced below, and (ii) assume the obligation for the payment of such unpaid Leasing Expenses (less any amount of such Leasing Expenses escrowed by Seller on or before Closing pursuant to the Escrow Agreements) Incentives with respect to Pending Leases and Existing Leases that become due and payable after Closingas reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Expenses Incentives in respect of any new lease (excluding the Pending Leases) or any renewal, extension or expansion of any Existing Lease entered into after the Original Effective Date thatDate, in each case, provided the same was approved or consented to by Buyer (or deemed approved or consented to by Buyer) in accordance with the Original Agreement or this Agreement. If and to the extent Buyer shall be responsible for any such Leasing Expenses Incentives in accordance with this Section 5.7, Buyer hereby expressly assumes the foregoingobligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Sellers from and against any and all losses, costs, expenses, liabilities, claims and damages (including reasonable attorneys’ fees, court costs and litigation expenses) suffered by Sellers as a result of Buyer’s failure to pay the aforementioned costs to the applicable broker or tenant Tenant when they become due and payable. Schedule 5.7 attached hereto is list of all Leasing Incentives as of the Effective Date of this Agreement with respect to the Existing Leases. Prior to Closing, Sellers shall deliver to Buyer an updated version of Schedule 5.7 to reflect any Leasing Incentives that were either paid or agreed to by Sellers in the ordinary course of business after the Effective Date of this Agreement. This Section 5.7 shall survive Closing and not be merged therein. b) Notwithstanding anything contained in the Agreement to the contrary, the tenant improvement allowance shown on Schedule “5.7” for the tenant commonly known as Bob’s Discount Furniture (“Bob’s”) at the Peach Street Property (such allowance, the “Bob’s TI Allowance”) shall not be credited to Buyer at Closing, but in lieu thereof, Peach Street I Seller, the applicable Buyer and Bob’s shall enter into an escrow agreement for the Bob’s TI Allowance in substantially the form as required under the Bob’s Pending Lease (hereinafter defined) at the Peach Street Property (such escrow agreement, the “Bob’s Escrow Agreement”). The Bob’s Escrow Agreement shall be executed on the earlier of the date of (A) the execution of Bob’s Pending Lease, and (B) the Closing, and upon such execution the Peach Street I Seller shall deposit into escrow the amount of the Bob’s TI Allowance, which amount shall be held subject to the terms and conditions of the Bob’s Escrow Agreement. For the avoidance of doubt, in the event that Bob’s Pending Lease has not been executed prior to Closing, Bob’s Escrow Agreement shall describe Bob’s right to Bob’s TI Allowance subject to its execution of and performance under Bob’s Pending Lease as well as the applicable Buyer’s right to Bob’s TI Allowance in the event Bob’s Pending Lease is not executed following Closing or as otherwise applicable pursuant to the terms of Bob’s Pending Lease. c) Promptly after the Effective Date, Sellers shall deliver to Buyer a copy of the leasing commission agreement for the Mooyah's lease set forth on Schedule 5.7 (such commission agreement, the “Mooyah's Commission Agreement”). If the leasing commission for the Mooyah's lease set forth in the Mooyah's Commission Agreement is greater than the amount of such commission set forth on Schedule 5.7, then the parties to this Agreement shall promptly amend Schedule 5.7 to reflect the amount of the leasing commission set forth in the Mooyah's Commission Agreement.