Common use of New Contracts Clause in Contracts

New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereof.

New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(gsubsection 3.3(h)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, 50,000 or (ii) is necessary to preserve the safety of the Tenants or the Property; , provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto), in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such a Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto. C. If the Buyer does not reject or approve a new contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereof.

New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (ii) is necessary to preserve the safety of the Tenants or the Property; provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereof.

New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Material Contract (except as set forth in Section 3.3(g))x) prior to the expiration of the Inspection Period, without providing prior written notice to the Buyer, and (y) from and after the expiration of the Inspection Period, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion sole discretion, unless (i) such contract is in the ordinary course consistent with past practices, (ii) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, or (iiiii) is reasonably necessary to preserve the safety of the Tenants or the Property; provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable sole discretion. If such Seller enters into any contract after the date expiration of this Agreement the Inspection Period with the approval of the Buyer or as otherwise permitted in clause (i) through (ii) aboveaccordance with the terms of this Section 3.3(c), then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto”. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved rejected such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereof.

New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without Without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed, not enter into any third party contracts; provided that Seller may be granted or withheld in the enter into third party contracts without Buyer’s reasonable discretion unless consent if such contract (i) such contract contains is necessary as a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000result of an emergency at the Property, or (ii) does not require the payment of more than $10,000 in any calendar year and is necessary terminable by Seller or its successor-in-interest upon not more than 30 days notice to preserve the safety of the Tenants contractor or the Property; provided that in the case of clause (ii), (Aiii) such new contract is entered into in the course of customary maintenance and repairs at no cost the Property and is terminable by Seller or its successor-in-interest upon not more than 30 days notice to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretioncontractor. If such Seller enters into any contract third party contracts after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) aboveAgreement, then Seller shall promptly provide written notice and a copy thereof to Buyer and unless such new contract required Buyer’s approval pursuant to this paragraph and such approval was not obtained, Buyer shall assume at Closing the Seller’s obligations first arising or accruing under such contracts after the Closing, and the schedule of contracts attached to the Assignment of Contracts shall be so modified, and such contract shall be included in the definition of “Contract” and deemed added to Schedule 3.2(b3.2(a) attached hereto, and, provided that Buyer elects in writing to assume such contract, hereto and Schedule 3.2(a) shall be included in deemed amended at the definition of “Assumed Contracts” and added Closing to Schedule C attached heretoinclude such contracts. If the a new contract requires Buyer’s approval and Buyer does not reject or approve a contract or Contract amendment object within five (5) Business Days seven days after receipt of a copy thereofof such contract and a request for approval thereof (stating that Buyer’s failure to object will be deemed to be its approval of the contract), then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereofcontract.

New Contracts. Not enter into any new third party contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(gsubsection 3.3(h)), without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless (i) such contract contains a thirty (30) day termination provision and provides for total payments which are in no event greater than $50,000, 50,000 or (ii) is necessary to preserve the safety of the Tenants or the Property; , provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereofthereto, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto), in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such a Seller enters into any third party contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) above, then such new contract shall be included in the definition of “Contract” herein and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto). If the Buyer does not reject or approve a new contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereof.

New Contracts. Not From and after the Effective Date until Closing, Seller shall not enter into any new contracts third party Contracts relating to such Seller’s Transferred the Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth Contract, in Section 3.3(g)), each case without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s reasonable discretion unless discretion, provided, however: (i) such contract contains Buyer’s consent shall not be required with respect to any Contract or amendment or modification to any Contract that (A) is entered into by Seller in the ordinary course of business at, or for the benefit of, the Property, (B) is terminable (or in the case of an amendment or modification, relates to a thirty Contract that is terminable) on 30 days’ notice without cost or penalty to Buyer and (30C) day termination provision and provides for total payments which are requires the payment of (or in the case of an amendment or modification, relates to a Contract that requires payment of) no event greater more than $50,000, or 25,000 in any calendar year. (ii) Buyer’s consent shall not be required with respect to any Contract or any amendment or modification to any Contract which does not meet the requirements of clauses (A) through (C) of clause (i) above but is necessary to preserve the safety of the Tenants entered into by Seller in connection with emergency maintenance or the repairs at a Property; provided that in Seller shall pay all of the case costs of such emergency maintenance or repairs. (iii) Buyer shall not unreasonably withhold its consent to any Contract (or amendment or modification to any Contract) which does not meet the requirements of clause (ii), (A) such new contract through (C) of clause (i) above but which is entered into at no cost to the Buyer and (B) such by Seller shall provide the Buyer with prompt written notice of any such contract, along in connection with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretionamended Space Lease. If such Seller enters into any contract third party Contract or an amendment to a Contract (A) after the date of this Agreement Effective Date with the approval of the Buyer or (B) as permitted in clause (i) through (iiiii) above, then such new contract Contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) attached hereto3.2(a)(i), and, provided that Buyer elects in writing to assume such contract, and shall be included assigned to and assumed by Buyer at the Closing in the definition of “Assumed Contracts” and added to Schedule C attached heretoaccordance with this Agreement. If the Buyer does not reject or approve a contract new Contract after the Effective Date, or Contract an amendment or modification to a Contract, within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract Contract or Contract amendment; provided that such notice includes specific reference to amendment or modification. Nothing in this Section 3.3(c3.4(b) and shall be deemed to restrict Seller’s ability to enter into Bookings in the deemed approval provision hereofordinary course of business.

New Contracts. Not enter into Seller and BH shall not, and shall not knowingly or intentionally cause or permit any new contracts relating to such Sellerof the Managing Members or the Companies to, (i) without Buyer’s Transferred Assets, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g)), without the prior written consent of the Buyer, (which consent may be granted or withheld in the Buyer’s reasonable discretion unless prior to the expiration of the Due Diligence Period and in Buyer’s sole discretion after the end of the Due Diligence Period), amend, grant concessions or waivers regarding or under, or enter into any material contract or other agreement that will be an obligation affecting any of the Companies or any Property after Closing or binding on any of the Companies after Closing, except leases or service contracts in the ordinary course of business consistent with past practices (iand consistent with then-current concessions and parameters) such contract contains a thirty (30) day termination provision and provides for total payments which are in contracts terminable by any of the Companies without penalty on no event greater later than $50,000, 60 days’ notice or (ii) is necessary list the Interests or any Property with any broker or otherwise solicit, negotiate or accept any offers to preserve the safety sell all or any part of the Tenants Interests or the Property; provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of Properties or any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter interest therein or in any leasing or brokerage agreement without of the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretionSubsidiaries. If such Buyer fails to respond to a request of Seller enters into any contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (ifor consent required by Section 3.1(b)(i) through (ii) above, then such new contract shall be included in the definition of “Contract” and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days days after Buyer’s receipt of a copy thereofSeller’s written request and all information reasonably required in order to make an informed decision, then the Buyer shall (A) prior to the expiration of the Due Diligence Period, be deemed to have approved consented to Seller entering into such new contract or Contract amendment; provided that agreement and (B) after the expiration of the Due Diligence Period, be deemed to have objected to such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereofproposed action.

New Contracts. Not enter into any new contracts relating to such Seller’s Transferred Assets, nor amend, supplement, terminate From the Effective Date until the Closing or otherwise modify any Contract (except as set forth in Section 3.3(g))earlier termination of this Agreement, without the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall not enter into any third party contract, equipment lease or other material agreement affecting the Property (any such contract, a “New Contract”); provided, that Seller may be granted or withheld in the enter into a New Contract without Buyer’s reasonable discretion unless consent if such contract (i) such contract contains is necessary as a result of an emergency at the Property or (ii) (A) does not require the payment of more than One Hundred Fifty Thousand Dollars ($150,000.00) in any calendar year, (B) is terminable on thirty (30) day termination provision days’ notice or less without penalty and provides for total payments which are in no event greater than $50,000, or (iiC) is necessary to preserve the safety of the Tenants or the Property; provided that in the case of clause (ii), (A) such new contract is entered into at no cost to the Buyer and (B) such Seller shall provide the Buyer with prompt written notice of any such contract, along with a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretioncourse of customary maintenance and/or repairs at the Property. If such Seller enters into any contract a New Contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) aboveEffective Date, then Seller shall promptly provide written notice and a copy thereof to Buyer and, unless such new contract required Buyer’s approval pursuant to this paragraph and such approval was not obtained, (w) Buyer shall assume such contract at the Closing, (x) the schedule of contracts attached to the Assignment of Contracts shall be so modified, (y) such contract shall be included in the definition of “Contract” and deemed added to Schedule 3.2(b3.2(a) attached hereto, and, provided that Buyer elects in writing to assume such contract, and (z) Schedule 3.2(a) shall be included in deemed amended at the definition of “Assumed Contracts” and added Closing to Schedule C attached heretoinclude such contracts. If the a New Contract requires Buyer’s approval pursuant to this paragraph and Buyer does not reject or approve a contract or Contract amendment object within five (5) Business Days days after receipt of a copy thereofof such contract together with a written request for such approval, then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference contract. This Section 3.4(b) shall have no application to this Section 3.3(c) and any successor agreement to the deemed approval provision hereofUnion Agreement.

New Contracts. (i) Not enter into any new third-party contracts relating to such Seller’s Transferred Assetsthe Properties, nor amend, supplement, terminate or otherwise modify any Contract (except as set forth in Section 3.3(g))Contract, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s commercially reasonable discretion unless discretion; provided, however, that Seller (ior the Companies, as applicable) may, without Buyer’s consent, in the ordinary course of business (A) renew an existing Contract as set forth on Schedule 3.3(b)(i) (other than any Contract with Seller or an affiliate of Seller) upon substantially the same terms and conditions of such contract contains Contract as of the date of this Agreement and (B) enter into a thirty new Contract (30other than any Contract with Seller or an affiliate of Seller) day termination provision and provides for total payments which are in that requires the payment of no event greater more than $50,00025,000 per annum. If Seller requests Buyer’s consent under this Section 3.4(c)(i) and Buyer does not affirmatively reject such request in writing within five business days of its receipt of such request, or then Buyer shall be deemed to have granted its consent. (ii) Buyer’s consent shall not be required with respect to any Contract which does not meet the requirements of clause (A) or (B) above but is necessary to preserve the safety of the Tenants entered into in connection with emergency maintenance or the repairs at a Property; provided that in Seller shall not enter into, or permit the case Companies to enter into, any contract pursuant to this clause (ii) if such contract has a term of more than 3 months and, together with any other contracts entered into by any Seller pursuant to this clause (ii), would require the payment of more than $50,000. (Aiii) such new Buyer shall not unreasonably withhold its consent to any contract which does not meet the requirements of clause (i) above but which is entered into at no cost in connection with tenant improvement work that Seller or the applicable Owner Entity is required to the Buyer and perform for a Tenant pursuant to a Lease. (Biv) such Seller shall provide the Buyer with prompt written notice of any such contract, along with If a copy thereof, which such notice shall in no event be more than two (2) days after such new contract has been executed by all parties thereto. Notwithstanding anything to the contrary in this Section 3.3(c) attached hereto, in no event shall such Seller enter in any leasing or brokerage agreement without the Buyer’s prior written consent, which consent may be granted or withheld in the Buyer’s reasonable discretion. If such Seller enters into any third party contract after the date of this Agreement with the approval of the Buyer or as permitted in clause (i) through (ii) above, then such new contract shall be included in the definition of “ContractContracts” herein and added to Schedule 3.2(b) attached hereto, and, provided that Buyer elects in writing to assume such contract, shall be included in the definition of “Assumed Contracts” and added to Schedule C attached hereto. If the Buyer does not reject or approve a contract or Contract amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new contract or Contract amendment; provided that such notice includes specific reference to this Section 3.3(c) and the deemed approval provision hereof3.3(b).