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

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is list of all unpaid leasing commissions, tenant improvement allowances and landlord work (each a “Leasing Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to 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 amount of any unpaid Leasing Incentives with respect to such Existing Leases as reflected on the updated Schedule 5.7 referenced above, and (ii) assume the obligation for the payment of unpaid Leasing Incentives with respect to Existing Leases as reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Incentives in respect of any new lease or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date 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 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 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 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 list of all a) At (and subject to) Closing, to the extent there are any 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 Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to any Leases which exist as of existed prior to the Original 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 amount of any unpaid Leasing Incentives with respect to such Existing Leases as reflected on the updated Schedule 5.7 referenced abovebelow, and (ii) assume the obligation for the payment of unpaid Leasing Incentives with respect to Existing Leases as reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Incentives in respect of any new lease or any renewal, extension or expansion of any Existing Lease entered into after the Original Effective Date that Date, 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 Incentives in accordance with the foregoingthis Section 5.7, Buyer hereby expressly assumes the obligation to make such payments following the Closing Date, and Buyer shall indemnify, defend, and hold harmless Seller 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 Seller 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. All Schedule 5.7 attached hereto is list of all Leasing Incentives as of the obligations Effective Date of this Agreement with respect to the Existing Leases. Prior to Closing, Sellers shall deliver to Buyer under 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 ClosingClosing and not be merged therein.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto Except as Schedule 5.7 is 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 commissions, tenant improvement allowances commissions and landlord work (locator’s and finder’s fees due to leasing or other agents for each a “Leasing Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect Space Lease entered into prior to any Leases which exist as of the Effective Date (each an “Existing Lease” and collectivelyother than leasing brokerage commissions due with respect to renewals, the “Existing Leases”). Prior extensions or expansions by Space Tenants pursuant 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 such Space Leases which occur after the Effective Closing Date. At (and subject to) Closing, to the extent there are any unpaid Leasing Incentives with respect not due and payable prior to any Existing Lease, Buyer shall (i) receive a credit against the Purchase Price in the amount of any unpaid Leasing Incentives with respect to such Existing Leases as reflected on the updated Schedule 5.7 referenced aboveClosing Date), and (ii) assume all tenant improvement allowances for each Space Lease entered into prior to the obligation Effective Date due to Space Tenants under their Space Leases. Exhibit 2.1 (viii) Reimbursable Lease Expenses. On the Closing Date, Purchaser shall cause New PRDB and New Springfield East TIC to reimburse Existing PRDB and Existing Springfield Park TIC for any and all Reimbursable Lease Expenses to the payment of unpaid Leasing Incentives with respect extent that the same have been paid by Fee Owners prior to Existing Leases as reflected on the updated Schedule 5.7Closing. 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 Incentives in respect Reimbursable Lease Expenses unpaid as of any new lease or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date that 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 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, indemnify and hold harmless 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 Seller 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 payable. All of other data in such party’s possession verifying Reimbursable Lease Expenses and the obligations of Buyer under this Section 5.7 shall survive Closingpayment thereof.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is list of all At (and subject to) Closing, to the extent there are any unpaid leasing commissions, commissions and tenant improvement allowances and landlord work (each a “Leasing Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to 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 Purchaser shall (i) receive a credit against the Purchase Price in the amount of any unpaid Leasing Incentives leasing commissions and tenant improvement allowances with respect to such Existing Leases as reflected on the updated Schedule 5.7 referenced aboveLeases, and (ii) assume the obligation for the payment of unpaid Leasing Incentives leasing commissions and tenant improvement allowances with respect to Existing Leases as reflected on the updated Schedule 5.7Leases. In addition, Buyer Purchaser shall be responsible for any and all Leasing Incentives leasing commissions, tenant improvement expenses and other leasing incentives in respect of any new lease or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date 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 Purchaser shall be responsible for any such Leasing Incentives 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 Buyer Purchaser shall indemnify, defend, and hold harmless 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 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 of Buyer under this Section 5.7 11(e) shall survive Closing.

Leasing Commissions; Tenant Improvement Allowances. Attached hereto as Schedule 5.7 is 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 Incentive” and collectively the “Leasing Incentives”) as of the Effective Date with respect to 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, 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 amount of any unpaid Leasing Incentives with respect to such Existing Leases as reflected on the updated Schedule 5.7 referenced above, and (ii) assume the obligation for the payment of unpaid Leasing Incentives with respect to Existing Leases as reflected on the updated Schedule 5.7. In addition, Buyer shall be responsible for any and all Leasing Incentives in respect of any new lease or any renewal, extension or expansion of any Existing Lease entered into after the Effective Date 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 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 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 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.