Common use of Management, Leasing Agreements and Contracts Clause in Contracts

Management, Leasing Agreements and Contracts. (i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii) below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing. (ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona-fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii) attached hereto.

Management, Leasing Agreements and Contracts. (i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii) below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing. (ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona-fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii) attached hereto.

Management, Leasing Agreements and Contracts. (i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii) below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing. (ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona-bona- fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii) attached hereto. (iii) In addition to the reimbursement of Sellers for the leasing commissions set forth in Section 3.3(g)(ii), the Buyer agrees to assume the applicable Seller’s obligations under those Third Party Leasing and Brokerage Agreements existing as of the date hereof solely to the extent such third-party unaffiliated broker is entitled to, and is identified by the applicable Tenant as being entitled to, a leasing commission under such Third Party Leasing and Brokerage Agreement with respect to a renewal, extension or expansion of the applicable Lease subject to such Third Party Leasing and Brokerage Agreement which is exercised from and after the date hereof. For the avoidance of doubt, except as specifically set forth in this Section 3.3(g)(iii), the Buyer is not assuming any Leasing and Brokerage Agreements.

Management, Leasing Agreements and Contracts. (i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s the Properties, unless otherwise provided in Section 3.3(g)(ii3.3(h)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii3.3(h)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii3.3(h)(iii) below, such no Seller shall not assign to to, and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Each Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing. (ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers Seller shall mutually agree on a list of any prospective tenants with whom SellersSeller, Sellers’ Seller’s Affiliates or Sellers’ employees Seller’s Employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, If within sixty (60) days after the Closing Date, Date (the “Post Termination Period”) a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers Seller (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers Seller (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees Employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee Employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, SellersSeller, Sellers’ Seller’s Affiliates and Sellers’ employees or Seller’s Employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii3.3(h)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s AffiliateAffiliates, Seller’s employee Employees or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee Employee or a such third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona-fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employeeEmployee, on behalf of the Buyer or its applicable Designated Subsidiarydesignee, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g3.3(h), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers Seller for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between December 11, 2014 and the date hereof and the Closing Datehereof, which such Leases are set forth on in Schedule 3.3(g)(ii3.3(h)(ii) attached hereto.

Management, Leasing Agreements and Contracts. (i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s the Properties, unless otherwise provided in Section 3.3(g)(ii3.3(h)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the Closing. Subject to Sections 3.3(g)(ii3.3(h)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii3.3(h)(iii) below, such no Seller shall not assign to to, and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Each Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing. (ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the Closing Date, the Buyer and Sellers Seller shall mutually agree on a list of any prospective tenants with whom SellersSeller, Sellers’ Seller’s Affiliates or Sellers’ employees Seller’s Employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, If within sixty (60) days after the Closing Date, Date (the “Post Termination Period”) a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers Seller (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers Seller (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees Employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee Employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the Closing Date, SellersSeller, Sellers’ Seller’s Affiliates and Sellers’ employees or Seller’s Employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii3.3(h)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona-fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii) attached hereto.term

Management, Leasing Agreements and Contracts. (i) Terminate, in accordance with their respective terms, the Terminated Contracts, all management agreements and, to the extent the same relate to such Seller’s Properties, unless otherwise provided in Section 3.3(g)(ii) below, the Leasing and Brokerage Agreements affecting such Seller’s Property to which such Seller or its Affiliate is party, at or prior to the applicable Closing. Subject to Sections 3.3(g)(ii) and (iii) below, all leasing and brokerage fees, termination fees and any other costs and expenses relating to such Leasing and Brokerage Agreements and any related terminations shall be the responsibility solely of such Seller, and the Buyer shall have no responsibility or liability therefor. Unless otherwise provided in Section 3.3(g)(iii) below, such Seller shall not assign to and the Buyer shall not assume, any Terminated Contracts or any management agreements or the Leasing and Brokerage Agreements. Such Seller shall cause any asset manager or leasing agent to vacate any office at such Seller’s Property on or prior to Closing. (ii) Notwithstanding anything to the contrary herein, and in connection with the Leasing and Brokerage Agreements, on or prior to a date that is fifteen (15) days prior to the applicable Closing Date, the Buyer and Sellers shall mutually agree on a list of any prospective tenants with whom Sellers, Sellers’ Affiliates or Sellers’ employees or a third party broker was Actively Negotiating pursuant to a Leasing and Brokerage Agreement (as hereinafter defined) as of the date of such expiration or notice of termination. If, within sixty (60) days after the applicable Closing Date, a New Lease is entered into with any prospective tenant identified on the list as set forth above, then the Buyer shall pay Sellers (to the extent such Leasing and Brokerage Agreement is with any Seller) or reimburse the Sellers (to the extent such Leasing and Brokerage Agreement is with Sellers’ Affiliates, Sellers’ employees or any other third party that any Seller has engaged) for any leasing commission owed to the applicable Seller, Seller’s Affiliate, Seller’s employee or third party relating to such transaction calculated in accordance with the terms of the applicable Leasing and Brokerage Agreement, and such payment to be made by the Buyer at such time as the applicable third party broker is entitled to payment for the applicable leasing commission. After the applicable Closing Date, Sellers, Sellers’ Affiliates and Sellers’ employees shall not, and shall cause any third party broker which is representing any Seller to not, commence or continue negotiations for any lease arrangements without first obtaining the prior written consent of the Buyer. For the purpose of this Section 3.3(g)(ii), the term “Actively Negotiating” shall mean either that (i) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker shall have submitted a written, bona-fide offer to the prospective tenant or such tenant’s broker which, has been accepted or responded to by a written counter-offer, the terms of which counter-offer are then being negotiated, or (ii) a Seller, Seller’s Affiliate, Seller’s employee or a third party broker with the prospective tenant’s authorization, shall have submitted to the Buyer a written, bona-fide offer by such tenant or such tenant’s broker which has been accepted or responded to by a written counter-offer submitted by such Seller, Seller’s Affiliate or Seller’s employee, on behalf of the Buyer or its applicable Designated Subsidiary, and the terms of which counter-offer are then being negotiated. Notwithstanding anything to the contrary in this Section 3.3(g), in accordance with Section 10.7, if the applicable Closing occurs, the Buyer shall be responsible for and shall reimburse Sellers for the payment of brokerage fees and commissions payable pursuant to a Leasing and Brokerage Agreement entered into in connection with those certain Leases executed and delivered in accordance herewith between the date hereof and the applicable Closing Date, which such Leases are set forth on Schedule 3.3(g)(ii) attached hereto.