New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided that, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereof.
Appears in 15 contracts
Samples: Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatprovided, that without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such no Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, Lease or (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five three (53) Business Days prior to the date of execution). If such a Seller enters into any new leaseleases, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto), shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereof.
Appears in 4 contracts
Samples: Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Duke Realty Limited Partnership/)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant If during the term of this Agreement a new Lease is entered into by Owner for space in accordance with past practices; provided that, without the prior written consent any of the Buyer, Projects which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly is fully executed and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof delivered by all parties thereto in accordance with the terms of this the Lease, then (except as otherwise provided in Section 3.2(d9(a)(ii) below), then each such lease, license, occupancy agreement and renewal Owner shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing pay Manager a Commission in accordance with this Agreement. If the Buyer does not reject attached schedule of rates and conditions set forth in Schedule 3 attached hereto (the terms of which are hereby incorporated) on the date on which the following conditions (the “Leasing Conditions”) have been satisfied or approve a new lease, license, occupancy agreement, renewal or waived: (a) a Lease amendment within five for space in the Projects shall be fully executed by Owner and a Tenant and all other necessary transactional documents shall be executed by all applicable parties, and such Lease and documents shall have been unconditionally delivered by all parties thereto (5including, without limitation, delivery of any and all required consents, approvals and releases from, or non-disturbance agreements with, the holders of superior Leases and superior mortgages or any other party as set forth in the applicable Lease unless the Lease term commences in the absence of any of the foregoing); (b) Business Days after receipt Tenant shall have deposited with Owner such security as may be required (both in form and amount) under the terms of the executed Lease; (c) Tenant shall have paid to Owner all rental payments due and other sums then due and owing unless Owner has waived, in writing, the payment of the same or agreed, in writing to accept payment thereof at a copy thereoflater date; and (d) Tenant shall have taken possession of the applicable premises and commenced paying Rent (other than Rent paid at the time of execution of the Lease). Without limitation, then each of the Buyer following shall be deemed a new Lease for purposes of this Agreement and Manager shall be entitled to have approved Commissions thereon in accordance with the rates and conditions set forth in Schedule 3 attached hereto:
i. an amendment or modification of an existing Lease (whether such new leaseLease was entered into prior to or during the term of this Agreement) adding space (whether or not pursuant to an Option) or increasing the Rent thereunder, license, occupancy agreement, renewal or Lease amendment; provided that Manager shall only be entitled to a Commission with respect to such notice includes specific reference amendment or modification on the Rent payable with respect to such added space or the amount of any increase in Rent thereunder;
ii. an amendment or modification of an existing Lease (whether such Lease was entered into prior to or during the term of this Section 3.3(dAgreement) and extending the deemed approval provision hereofterm thereof (other than pursuant to an Option), provided that Manager shall only be entitled to a Commission on the Rent payable during the additional term with respect to such amendment or modification; and
iii. a new Lease entered into during the term of this Agreement with an existing Tenant or person or entity that is not an existing Tenant.
Appears in 3 contracts
Samples: Property Management Agreement, Property Management Agreement (Brixmor Property Group Inc.), Property Management Agreement (Brixmor Property Group Inc.)
New Leases. Continue its present rental program and efforts at such Seller’s Except as hereinafter provided in this Section 10.1, the Seller may not modify, extend, renew, cancel or permit the expiration of any Lease or enter into any proposed Lease of all or any portion of the Property to rent vacant space in accordance with past practices; provided that, without the prior Purchaser's written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not be unreasonably withheld (iand which consent shall be deemed given three (3) execute any new leasebusiness days following the Seller's notifying the Purchaser of its proposed action under this Section 10.1, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunderunless Purchaser expressly objects to such action in writing prior to such time); provided, however, thatthat such Lease is on Seller's standard form with such changes as Seller deems appropriate in the exercise of its reasonable discretion (or, in the case of any Lease amendment, supplementsuch amendment is in a form commonly used by landlords operating properties similar to the Property). After the expiration of the Due Diligence Period, terminationthe Seller shall not modify, surrenderextend, renewal renew or modification cancel (subject to Section 10.2) any Lease or enter into any proposed Lease of all or any existing Lease as set forth in clause (ii) above, portion of the Property if such then existing or proposed Lease expressly and specifically sets forth demises more than 5,000 rentable square feet of the terms of any such amendmentProperty without the Purchaser's prior consent in each instance, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld and shall be given or denied, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d)reasons for any such denial, then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days days after receipt by the Purchaser of the Seller's notice requesting the Purchaser's consent to the proposed action relating to such existing or proposed Lease. If the Purchaser fails to reply to the Seller's request for consent in a copy thereofnotice given within such period or if the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, then the Buyer Purchaser's consent shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofbeen granted.
Appears in 3 contracts
Samples: Not Specified (Witter Dean Realty Income Partnership I Lp), Not Specified (Witter Dean Realty Income Partnership Ii Lp), Not Specified (Witter Dean Realty Income Partnership Iv L P)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided that, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d3.3(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the applicable Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereof.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Duke Realty Limited Partnership/), Purchase and Sale Agreement (Healthcare Trust of America Holdings, LP)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatAfter the date of this Agreement, Prudential shall not, ---------- without the REIT OP's prior written consent of the Buyerin each instance, which consent may be granted or withheld in the Buyer’s sole discretionconsent, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth subject to the terms of any such amendmentthe immediately succeeding sentence, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld and shall be given or denied, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d)reasons for such denial, then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt by REIT OP of the information referred to in the next sentence, enter into a new lease for space in the Improvements or renew or extend any Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). After the execution of this Agreement, REIT OP's consent to a new lease of space in the Improvements or a renewal or extension of any Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in tenant's Lease) involving (i) 22,000 square feet or more of office space in the Improvements or (ii) 5,000 square feet or more of space in the retail portion of the Improvements, may be granted or withheld by REIT OP in its sole and absolute discretion. Prudential shall furnish REIT OP with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable REIT OP to make informed decisions. Prudential shall deliver to REIT OP a true and complete copy thereof, then the Buyer shall be deemed to have approved of each such new lease, licenserenewal and extension agreement, occupancy agreementif any, promptly after the execution and delivery thereof. Prudential shall keep accurate records of all of the following types of expenses (collectively, "NEW --- LEASE EXPENSES") incurred in connection with any new lease for space at the -------------- Property, or any extension, renewal or expansion of a Lease amendment; provided where such Lease does not provide for its extension, renewal or expansion, entered into on or after the date hereof and approved by REIT OP (each a "NEW LEASE"): (a) --------- brokerage commissions and fees to effect such leasing transaction, (b) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (c) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (d) if there are any rent concessions covering any period that the tenant has the right to be in possession of the demised space, the rents that would have accrued during the period of such notice includes specific reference concession prior to this Section 3.3(dthe Closing Date as if such concession were amortized over (i) with respect to any extension or renewal, the term of such extension or renewal, (ii) with respect to any expansion, that portion of the term remaining under the subject Lease after the date of any expansion, or (iii) with respect to any New Lease, the entire initial term of any New Lease, and (e) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Building). At the Closing, REIT OP shall reimburse Prudential for all New Lease Expenses paid or incurred by Prudential after the date hereof and prior to the Closing Date and shall assume Prudential's obligations to pay, when due (whether on a stated due date or accelerated) any such New Lease Expenses unpaid as of the Closing and REIT OP hereby agrees to indemnify and hold Prudential harmless from and against any and all claims for such Lease Expenses which remain unpaid for any reason at the time of Closing, which obligations of REIT OP shall survive the Closing and shall not be merged therein. Each party shall make available to the other all records, bills, vouchers and other data in such party's control verifying such New Lease Expenses and the deemed approval provision hereofpayment thereof.
Appears in 1 contract
New Leases. Continue its present rental program Seller shall not enter into any new leases, extensions, renewals or other modifications of leases, for any portion of the Property without the prior written approval of Buyer, which approval of Buyer shall not be unreasonably withheld or delayed. In the event Buyer approves any new leases, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and efforts at guarantor(s) thereunder as required hereunder for the Leases and otherwise shall comply, as to such Seller’s Property new leases and new guaranties, with the terms of this Agreement relating to rent vacant space in accordance the Leases and the Guaranties. Further, except with past practices; provided that, without the prior written consent of the Buyer, which consent may of Buyer shall not be granted unreasonably withheld or withheld in the Buyer’s sole discretiondelayed, such Seller shall not amend, extend, terminate, accept surrender of, or permit any assignments or subleases of, any of the Leases nor accept any rental more than one (i1) execute month in advance nor accelerate the rent due to any tenant default under any of the Leases. Buyer shall not be responsible for any brokerage or leasing commissions, tenant improvement costs or other compensation or fees to any persons, firm, corporation or other entity with respect to any new lease, license lease amendment, or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew action as described hereunder except as specifically approved by Buyer in writing. Buyer agrees to notify Seller of its approval or otherwise modify any existing Lease, (iii) approve any assignment or sublease disapproval of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license lease amendment or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment action as described hereunder within five (5) Business Days business days after receipt of such a copy thereofwritten proposal from Seller; in the event Seller requests Buyer's approval of any new lease, then the lease amendment, or other action as described hereunder and Buyer does not respond within said five (5) business day period, Buyer shall be deemed to have approved such new lease, licenselease amendment, occupancy agreementor other action. In the event Seller enters into any transaction prohibited by the provisions of this Paragraph 12.E. after Buyer has specifically rejected such transaction, renewal or Lease amendmentBuyer may, within ten (10) days after Seller notifies Buyer in writing of said transaction, terminate this Agreement and receive the return of the Deposit; provided that such notice includes specific reference if Buyer does not so terminate this Agreement within said ten (10) day period, Buyer shall have waived its right to terminate this Section 3.3(d) and Agreement pursuant to the deemed approval provision hereof.provisions of this Paragraph 12.E.
Appears in 1 contract
Samples: Purchase and Sale Agreement (American Industrial Properties Reit Inc)
New Leases. Continue its present rental program Seller shall use commercially reasonable efforts to negotiate leases, lease amendments and efforts at such lease renewals for any current vacancies and preleasing vacancies for the next academic year in a manner consistent with Seller’s Property current practices and subject to rent vacant space in accordance with past practices; provided thatthe terms of this paragraph. During the term of this Agreement, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, thatbe permitted, in the case ordinary course of business, to (x) enter into new leases and amendments and renewals of existing Leases on Seller’s standard apartment lease or renewal form for the Property (copies of which were provided by Seller to Buyer as part of the Property Information), and (y) waive, enforce and terminate Leases, provided that any amendmentsuch leases, supplementamendments, terminationrenewals, surrenderwaivers, renewal or modification of any existing Lease as set forth in clause (ii) aboveenforcement and/or terminations, if such existing Lease expressly with respect to Leases, are consistent with the Seller’s current leasing practices and specifically sets forth the provide for terms of any such amendment, supplement, termination, surrender, renewal no less than one (1) year) and the rental rates on Schedule 5.1(l) attached hereto. Any new Leases or modification and requires occupancy agreements entered into after the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer Effective Date with written notice of (and respect to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof Property in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal foregoing sentence shall be included in the definition of “Leases” herein and added . Any beds in units at the Property that are vacant or are otherwise not leased to Schedule 3.2(ca tenant at least three (3) attached hereto, days prior to the Closing Date shall be assigned to placed in “rent ready” condition for reletting and assumed by the Buyer at the Closing occupancy in accordance with this AgreementSeller’s historical standards and timetable for turning units over. If Buyer may, at its option, inspect the Buyer does Property within 72 hours prior to Closing to verify that such units are in such rent ready condition. With respect to any beds in the units that become vacant prior to the three (3) day period prior to the Closing Date, and which are not reject or approve a new leaseotherwise placed in “rent ready” condition as required by the preceding sentence prior to the Closing Date, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed receive a credit against the Purchase Price in an amount equal to have approved Five Hundred and 00/100 Dollars ($500) for each bed in such new leasenon-“rent ready” units, licenseprovided, occupancy agreementhowever, renewal or Lease amendment; provided that such notice includes specific reference to this in no event shall the foregoing limit Seller’s obligations under Section 3.3(d) and the deemed approval provision hereof11.6.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Student & Senior Housing Trust, Inc.)
New Leases. Continue its present rental program Between the Approval Date and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatthe Date of Closing, Seller will not execute any new Leases or materially amend, terminate (except upon a default by the tenant thereunder), or accept the surrender of any existing tenancies or approve any subleases without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld (having in mind commercially reasonable matters such as the amount of rent, but the term, and the use under the proposed lease, and the proposed tenant's creditworthiness); provided however that Seller shall provide is authorized to accept the Buyer with written notice termination of (Leases at the end of their existing terms and to expand, extend, or renew any Leases pursuant to expansion, extension, or renewal options contained therein. With respect to all Leases identified on EXHIBIT 1.1.6 hereto, which contain an expansion, extension or renewal option and all new Leases executed after the extent Approval Date which Buyer has approved (or should have approved in its reasonable discretion) pursuant to this Section 7.3, which Leases require the construction of tenant improvements and/or the payment of leasing or brokerage commission(s) by landlord, including without limitation brokerage commissions upon the exercise by the tenant thereunder of an expansion, extension, or renewal option contained in such amendmenttenant's lease, supplement or modification modifies Buyer shall: (a) pay, and/or reimburse Seller at Closing for the rental terms paid portion of, the cost of such Lease which rental amount is not specifically stated in improvements and such leasing or brokerage commission(s) and any other costs associated with such Lease, the Buyer shall have an opportunity to review ; and comment upon(b) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior assume all of Seller's obligations as landlord thereunder with respect to the date payment of executiontenant improvements and brokerage commissions after Closing. If such Seller enters into any new lease, license or other occupancy agreementFailure of Buyer to consent, or renews to expressly withhold its consent in writing stating with specificity the reasonable basis of its objection, within forty-eight (48) hours after written request by Seller for such consent, to any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) submitted by Seller to Buyer after the date hereof in accordance with Approval Date, or the terms of this Section 3.2(d)unreasonable refusal by Buyer to grant its consent to any Lease or lease amendment submitted by Seller to Buyer after the Approval Date, then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofconstitute consent.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hancock John Realty Income Fund LTD Partnership)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatAfter April 25, 1997, Seller shall not, without the Buyer's prior written consent of the Buyerin each instance, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld and shall be given or denied, but with the reasons for such denial, within three (3) business days after receipt by Buyer of the information referred to in the next sentence, enter into a new lease affecting any portion of the Property or renew or extend any Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). Seller shall provide the furnish Buyer with written notice all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer to make informed decisions. Seller shall deliver to Buyer a true and complete copy of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, licenserenewal and extension agreement, occupancy agreement if any, promptly after the execution and renewaldelivery thereof. Seller shall keep accurate records of all of the following types of expenses (collectively, "New Lease Expenses") incurred in connection with any new lease for space at the Property, or any extension, renewal or expansion of a “New Lease”) Lease where such Lease does not provide for its extension, renewal or expansion, entered into on or after the date hereof (a "New Lease"): (a) brokerage commissions and fees to effect such leasing transaction, (b) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (c) legal fees for services in accordance connection with the terms preparation of this Section 3.2(d)documents and other services rendered in connection with the effectuation of the leasing transaction, then each (d) if there are any rent concessions covering any period that the tenant has the right to be in possession of the demised space, the rents that would have accrued during the period of such leaseconcession prior to the Closing Date as if such concession were amortized over the entire initial term of such New Lease, license, occupancy agreement and renewal shall be included (e) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the definition of “Leases” herein Building). At the Closing, Buyer shall reimburse Seller for all New Lease Expenses paid or incurred by Seller after April 25, 1997 and added prior to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing Date and shall assume Seller's obligations to pay, when due (whether on a stated due date or accelerated) any such New Lease Expenses unpaid as of the Closing. Each party shall make available to the other all records, bills, vouchers and other data in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a such party's control verifying such New Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) Expenses and the deemed approval provision hereofpayment thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Meridian Industrial Trust Inc)
New Leases. Continue In case of the termination of this Lease by reason of the happening of any Event of Default, Landlord shall give prompt notice thereof to the holder of any Mortgage. So long as the Mortgagee has complied with Sections 15.4 and 15.5, Landlord shall, on written request of such holder, made at any time within 60 days after the giving of such notice by Landlord, enter into a new Lease of the Premises with such holder, or its present rental program designee, within thirty (30) days after receipt of such request, which new Lease shall be effective as of the date of such termination of this Lease for the remainder of the term of this Lease, at the same Base Rent and efforts at such Seller’s Property to additional rent vacant space in accordance with past practicesand upon the same terms, covenants, conditions and agreements as are herein contained; provided that, without that the prior written consent holder of the Buyer, Mortgage shall (a) contemporaneously with the delivery of such request pay to Landlord the Base Rent and items of additional rent which consent may be granted or withheld Landlord has specified as due in the Buyer’s sole discretion, any notice to such Seller shall not (i) execute any new lease, license or other occupancy agreementholder, (iib) amend, supplement, terminate, accept pay to Landlord at the surrender of, renew or otherwise modify time of the execution and delivery of said new Lease any existing and all sums for the Base Rent and additional rent which would have been due hereunder from the date of termination of this Lease (had this Lease not been terminated) to and including the date of the execution and delivery of said new Lease, (iii) approve together with all expenses, reasonably incurred by Landlord, in connection with the termination of this Lease and with the execution and delivery of such new Lease, less the net amount of all sums received by Landlord from any assignment or sublease occupants of any existing Lease, part or (iv) waive any right or obligation thereunder; provided, however, that, in parts of the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior Premises up to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each commencement of such new leaseLease, licenseand (c) on or prior to the execution and delivery of said new Lease, occupancy agreement agree in writing that promptly following the delivery of such new Lease, such holder or its designee will perform or cause to be performed all of the other covenants and renewal, a “New Lease”) after agreements herein contained on Tenant's part to be performed to the extent that Tenant shall have failed to perform the same to the date hereof in accordance with the terms of this Section 3.2(d), then each delivery of such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” new Lease. Nothing herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer contained shall be deemed to have approved impose any obligation on the part of Landlord to deliver physical possession of the Premises to such holder of a Mortgage or its designee unless Landlord at the time of the execution and delivery of such new leaseLease shall have obtained physical possession thereof. Upon execution and delivery of such new Lease, licenseany subleases which may have theretofore been assigned and transferred to Landlord shall thereupon be assigned and transferred, occupancy agreementwithout recourse, renewal by Landlord to the new tenant. If a new Lease of the Premises be entered into pursuant to the above, then the holder of the Mortgage, or any assignee or designee thereof, or a purchaser at a foreclosure sale shall, for the remainder of the term of this Lease, succeed to the interest of the Tenant hereunder, subject to the terms, provisions, covenants and agreements on the part of Tenant to be performed as provided above. If more than one Mortgagee shall request such new Lease, such new Lease amendment; provided that shall be made with and delivered to the Mortgagee whose Mortgage is prior in lien to those of any others, without regard to the time of request. Landlord shall have no obligation to determine the lien priority as among Mortgagees, but shall base its actions in dealing with a Mortgagee on information contained in a title report issued by a title company acceptable to Landlord. Any such notice includes specific reference new lease shall be expressly made subject to this Section 3.3(d) the rights, if any, of Tenant under the terminated lease and of the deemed approval provision hereofrights of parties in possession.
Appears in 1 contract
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatprovided, that without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such no Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, Lease or (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written of notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five three (53) Business Days prior to the date of execution). If such a Seller enters into any new leaseleases, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof October 14, 2011 in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto), shall be assigned to and assumed by the Buyer at the Closing in accordance with this AgreementAgreement and Buyer shall thereafter assume the obligation to pay (i) all capital expenses disclosed in such Lease or otherwise approved by Buyer and (ii) commissions disclosed in such Lease or otherwise expressly approved by Buyer. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereof.
Appears in 1 contract
New Leases. Continue its present rental program Seller hereby agrees that on and efforts at such Seller’s after the Execution Date (prior to any termination of this Agreement), Seller will not enter into new Leases (other than those which relate solely to the space under the Current CRG Draft [as defined in Paragraph 22.22 below), or Final CRG Lease, if different) which will affect the Property to rent vacant space or, unless required under the applicable Lease, Lease modifications or amendments affecting the Property, or, unless required under the applicable Lease, waive any rights in accordance with past practices; provided that, writing under any Lease affecting the Property without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of unreasonably withheld or conditioned) (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added event Buyer has not responded to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment Seller’s written request for consent within five (5) Business Days business days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such consented thereto). On or after the Execution Date (prior to any termination of this Agreement), unless required under the applicable Lease, Seller shall not terminate any of the Leases of tenants at the Property without the prior written consent of Buyer, which consent shall not be unreasonably withheld or conditioned) (in the event Buyer has not responded to Seller’s written request for consent within five (5) business days after receipt thereof, Buyer shall be deemed to have consented thereto). Any request for Buyer’s approval of any new leaseLease, licenseLease modification, occupancy agreementamendment, expansion, extension, renewal or Lease amendment; provided that such notice includes specific reference other matter relating to the Leases by Seller pursuant to this Section 3.3(d) Paragraph 21.1, shall be accompanied by, to the extent applicable, a description of any known tenant improvement costs, leasing commissions, free rent, other concessions or leasing costs associated with the same, and, if in Landlord’s possession, appropriate financial information on the applicable Tenant. Notwithstanding the foregoing, no consent will be required from Buyer with respect to any leases, licenses or other agreements affecting only the space under the Current CRG Draft (or Final CRG Lease, if different); without limiting the foregoing, Seller may, in its sole and the deemed approval provision hereofabsolute discretion, enter into new CRG Agreements, and/or modify or terminate any CRG Agreements, all without Buyer’s consent.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
New Leases. (i) Continue its present rental program and efforts at such Seller’s the Property to rent vacant space in accordance with past practices; space, provided that, that without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not be unreasonably withheld, the Seller will not execute any new Space Lease or Temporary Lease or amend, terminate or accept the surrender of any existing tenancies or approve any subleases all with respect to premises except that the Seller is authorized to (i) execute any new lease, license or other occupancy agreementaccept the termination of Space Leases and Temporary Leases at the end of their existing terms, (ii) amend, supplement, terminate, accept enter into Space Leases and Temporary Leases with any of the surrender of, renew or otherwise modify any existing Lease, tenants listed on Schedule I with respect to the specified space in the Property and (iii) approve any assignment amend, extend or sublease of renew any existing Lease, Space Lease or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any Temporary Lease provided that such amendment, supplement, termination, surrenderextension or renewal is with any of the tenants listed on Schedule I. If a new Space Lease or Temporary Lease or an amendment, renewal or modification extension of any an existing Space Lease as set forth in clause (ii) above, if such existing or Temporary Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s 's consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment object within five (5) Business Days after receipt of a copy thereofof such lease, amendment, extension or renewal, then the Buyer shall be deemed to have approved such new leaseSpace Lease or Temporary Lease.
(ii) If Seller enters into any Temporary Leases or any Space Leases after the date of this Agreement, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference then (unless Buyer's approval was required pursuant to this Section 3.3(dsubsection (d) and such approval was not obtained), the Buyer shall assume such Temporary Leases and such Space Leases at Closing, such Temporary Leases and such Space Leases shall be deemed approval provision hereofadded to Schedule F and Schedule F-1 hereto, as applicable, and such Schedules shall be deemed amended at the Closing to include such Temporary Leases and such Space Leases.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Shopco Regional Malls Lp)
New Leases. Continue its present rental program Provided no Event of Default has occurred and efforts is then continuing, Mortgagor may, at all times, lease to any Person space within each Property in a manner consistent with other First Class properties comparable to the applicable Property and then current market conditions existing in the applicable market area in which such Seller’s Property to rent vacant space is located, and otherwise in accordance with past practices; this Mortgage. Each Lease entered into after the date hereof (including the renewal or extension on or after the date hereof of any Lease entered into prior to the date hereof if the rent payable during such renewal or extension, or a formula or other 57 63 method to compute such rent, is not provided that, without for in such Lease (such a renewal or extension a "Renewal Lease")) (A) shall provide for payment of rent and all other material amounts payable thereunder at rates at least equal to the prior written consent fair market rental value (taking into account the type and creditworthiness of the Buyertenant, which consent may the length of tenancy, free rent periods and all other concessions to be granted to the tenant by the landlord thereunder, and the location and size of the unit so rented), as of the date such Lease is executed by Mortgagor, of the space covered by such Lease or withheld in Renewal Lease for the Buyer’s sole discretionterm thereof, such Seller including any renewal options, and (B) shall not contain any provision whereby the rent payable thereunder would be based, in whole or in part, upon the net income or profits derived by any Person from the Property (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, that it may contain a provision in which casea portion of rent may be payable based on a percentage of gross income), the Buyer’s consent and (C) shall not be required, but Seller shall provide the Buyer with written notice of (prevent Proceeds from being held and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof disbursed by Mortgagee in accordance with the terms hereof, and (D) shall not entitle any tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of this Section 3.2(d)the Taking of its trade fixtures and its leasehold improvements which have not become part of the realty and such business loss as tenant may specifically and separately establish. Mortgagor may not, then each such leasewithout the consent of Mortgagee amend, licensemodify or waive the provisions of any Material Lease or terminate, occupancy agreement and renewal shall be included reduce rents under or shorten the term of any Material Lease in any manner which would have a material adverse effect on the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve applicable Property taken as a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofwhole.
Appears in 1 contract
New Leases. Continue its present rental program Between the Approval Date and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatthe Date of Closing, Seller will not execute any new Leases or materially amend, terminate (except upon a default by the tenant thereunder), or accept the surrender of any existing tenancies or approve any subleases without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld (having in mind commercially reasonable matters such as the amount of rent, but the term, and the use under the proposed lease, and the proposed tenant's creditworthiness); provided however that Seller shall provide is authorized to accept the Buyer with written notice termination of (Leases at the end of their existing terms and to expand, extend, or renew any Leases pursuant to expansion, extension, or renewal options contained therein. With respect to all Leases identified on EXHIBIT 7.3 hereto and all new Leases executed after the extent Approval Date which Buyer has approved (or should have approved in its reasonable discretion) pursuant to this Section 7.3, which Leases require the construction of tenant improvements and/or the payment of leasing or brokerage commission(s) by landlord, including without limitation brokerage commissions upon the exercise by the tenant thereunder of an expansion, extension, or renewal option contained in such amendmenttenant's lease, supplement or modification modifies Buyer shall: (a) pay, and/or reimburse Seller at Closing for the rental terms paid portion of, the cost of such Lease which rental amount is not specifically stated in improvements and such leasing or brokerage commission(s) and any other costs associated with such Lease, the Buyer shall have an opportunity to review ; and comment upon(b) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior assume all of Seller's obligations as landlord thereunder with respect to the date payment of executiontenant improvements and brokerage commissions after Closing. If such Seller enters into any new lease, license or other occupancy agreementFailure of Buyer to consent, or renews to expressly withhold its consent in writing stating with specificity the reasonable basis of its objection, within three (3) business days after written request by Seller for such consent, to any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) submitted by Seller to Buyer after the date hereof in accordance with Approval Date, or the terms of this Section 3.2(d)unreasonable refusal by Buyer to grant its consent to any Lease or lease amendment submitted by Seller to Buyer after the Approval Date, then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofconstitute consent.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hancock John Realty Income Fund Ii Limited Partnership)
New Leases. Continue its present rental program Grantor may, at all times, lease to any Person space within each Property in a manner consistent with other Comparable Class properties comparable to the applicable Property and efforts at then current market conditions existing in the applicable market area in which such Seller’s Property to rent vacant space is located, and otherwise in accordance with past practices; this Mortgage. Each Lease entered into after the date hereof (including the renewal or extension on or after the date hereof of any Lease entered into prior to the date hereof if the rent payable during such renewal or extension, or a formula or other method to compute such rent, is not provided that, without for in such Lease (such a renewal or extension a "Renewal Lease")) (A) shall provide for payment of rent and all other material amounts payable thereunder at rates at least equal to the prior written consent fair market rental value (taking into account the type and creditworthiness of the Buyertenant, which consent may the length of tenancy, free rent periods and all other concessions to be granted to the tenant by the landlord thereunder, and the location and size of the unit so rented), as of the date such Lease is executed by Grantor, of the space covered by such Lease or withheld in Renewal Lease for the Buyer’s sole discretionterm thereof, such Seller including any renewal options, and (B) shall not contain any provision whereby the rent payable thereunder would be based, in whole or in part, upon the net income or profits derived by any Person from the Property (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, that it may contain a provision in which casea portion of rent may be payable based on a percentage of gross income), the Buyer’s consent and (C) shall not be required, but Seller shall provide the Buyer with written notice of (prevent Proceeds from being held and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof disbursed by Beneficiary in accordance with the terms hereof, and (D) shall not entitle any tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of this Section 3.2(d)the Taking of its trade fixtures and its leasehold improvements which have not become part of the realty and such business loss as tenant may specifically and separately establish. Grantor may not, then each such leasewithout the consent of Beneficiary, licenseamend, occupancy agreement and renewal modify or waive the provisions of any Lease or terminate, reduce rents under or shorten the term of any Lease (x) in any manner which would have a material adverse effect on the applicable Property taken as a whole, or (y) affecting 15,000 or more rentable square feet. Grantor shall be included deliver irrevocable written instructions, in the definition of “Leases” herein and added form attached to Schedule 3.2(cthe Cash Collateral Agreement as Exhibit B, to each Tenant under each Lease to deposit all Rents (whether by check or wire transfer) attached hereto, shall be assigned to and assumed by when due directly into the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofOperating Account.
Appears in 1 contract
New Leases. Continue its present rental program and efforts at such Seller’s the Property to rent vacant space in accordance with past practices; and renew expiring leases, provided thatthat (i) after the Approval Date, Seller shall not execute any new or renewal leases (a “New Lease”) or amend, terminate or accept the surrender of any existing tenancies or approve any subleases or lease assignments without the prior written consent of the BuyerPurchaser, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld, but conditioned or delayed, except that the Seller shall provide is authorized to accept the Buyer with written notice termination of Leases at the end of their existing terms, and (and to ii) in the extent such amendmentevent that any Leases are identified on Exhibit 4.4 hereto, supplement or modification modifies the rental terms of such that Seller executes any New Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to after the date of execution. If this Agreement, and in either event such Seller enters into any new leaseLease or New Lease requires the construction of tenant fixtures or improvements and/or the payment of leasing or brokerage commission(s) at the expense of the landlord, license or other occupancy agreementPurchaser, by electing to proceed with the purchase notwithstanding its termination right pursuant to Section 3.5, or renews any existing Lease (each by approving such new lease, license, occupancy agreement and renewal, a “New Lease”) Leases if executed after the date hereof Approval Date, agrees to assume the obligation to pay and/or at Closing to reimburse Seller for the paid portion of the cost of such improvements and leasing or brokerage commission(s) and any other costs associated with such Leases, unless Seller and Purchaser expressly agree in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal writing that Seller shall be included in responsible for any such costs. Failure of Purchaser to consent or expressly withhold its consent stating with specificity the definition basis of “Leases” herein and added to Schedule 3.2(cits objection within forty-eight (48) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days hours after receipt of a copy thereof, then the Buyer written request for such consent shall be deemed to have approved such new lease, license, occupancy agreement, renewal constitute consent. Seller agrees to provide Purchaser with a copy of any New Lease or any Lease amendment; provided that such notice includes specific reference to this Section 3.3(damendment within three (3) and the deemed approval provision hereofbusiness days of execution of same.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hartman Short Term Income Properties XX, Inc.)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatthat (x) prior to the expiration of the Inspection Period, and only if such Lease is included on Schedule 10.7 and is consistent with the terms described thereon, 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 sole reasonable discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Existing Lease, (iii) approve any assignment or sublease of any existing Existing Lease, or (iv) waive any material right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Existing Lease as set forth in clause (ii) above, if such existing Existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof Effective Date in accordance with the terms of this Section 3.2(d3.3(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CNL Healthcare Properties, Inc.)
New Leases. Continue Any Lease and any renewals (other than a renewal exercisable at the tenant’s option pursuant to the terms of its present rental program and efforts at existing Lease), amendments or modification of a Lease (provided such Seller’s Property Lease or Lease renewal, amendment or modification is not a Major Lease, or a renewal, amendment or modification to rent vacant space a Major Lease) that is in accordance compliance with past practices; provided thatthe Approved Budget, may be entered into without the prior written consent Approval of Preferred Member so long as the Buyer, which consent may be granted or withheld in lease meets the Buyer’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, requirements of clauses (ii) amendthrough (x) of this Section 4.2(d). Any Lease and any renewals, supplementamendments or modification of a Lease (provided such Lease or Lease renewal, terminate, accept the surrender of, renew amendment or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing modification is not a Major Lease, or (iv) waive any right or obligation thereunder; provideda renewal, however, that, in the case of any amendment, supplement, termination, surrender, renewal amendment or modification of any existing Lease as set forth in clause (iito a Major Lease) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount that is not specifically stated in such Lease, compliance with the Buyer shall have an opportunity to review Approved Budget that meets the following requirements may be entered into with the Approval of Preferred Member so long as Preferred Member has been provided a draft lease and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least summary of key terms five (5) Business Days prior to execution of such lease: (i) provides for rental rates, allowances and concessions that are comparable to existing local market rates for similar properties, (ii) shall have a term (together with all extension and renewal options) of not less than three (3) years and not more than forty (40) years, (iii) provides that such Lease is subordinate to the date of execution. If such Seller enters into applicable Mortgage and that the lessee thereunder will attorn to the mortgagee or any new leasesuccessor thereof (including any purchaser at a foreclosure sale), license or other occupancy agreement(iv) does not contain any terms which would have a material adverse effect to the property value, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”v) after the date hereof is written substantially in accordance with the terms standard form of this Section 3.2(dLease which shall have been Approved by Preferred Member as of the Closing Date (which standard form of Lease shall require the applicable premises to be occupied and used for commercial purposes which are common for grocery-anchored retail centers, strip centers including some retail/office uses), then each such lease(vi) does not contain any option to purchase, licenseany right of first offer to purchase or any right of first refusal to purchase, occupancy agreement (vii) is entered into on an arm’s-length basis with a Tenant that is not subject to a Bankruptcy Event and renewal is not an affiliate and whose identity and creditworthiness is appropriate for tenancy in property of comparable quality, (viii) complies with all applicable laws and includes all disclosures required by all applicable laws, (ix) does not include any restrictions or operating exclusives which have not already been provided to an existing tenant as of the Closing Date, and (x) does not include any termination, downsize or other similar lease cancelation provisions. All other Leases (including Major Xxxxxx) and all renewals, amendments and modifications thereof executed after the Closing Date shall be included subject to the Approval of Preferred Member; provided, however, if (i) Managing Member requests in the definition of “Leases” herein and added writing that Preferred Member Approve any new Lease, or renewal, amendment or modification to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing an existing Lease in accordance with this Agreement. If Section 4.2(d) and sends a copy of such request by email to each of the Buyer does not PM Email Parties, (ii) Preferred Member fails to approve or reject such new Lease, or approve a new leaserenewal, license, occupancy agreement, renewal amendment or a modification to such existing Lease amendment within five (5) Business Days after Preferred Member’s receipt of such request and all information reasonably necessary and customarily received by an institutional investor in such circumstances for Preferred Member to make an informed decision at Preferred Member’s reasonable discretion and (iii) such failure to respond to such request continues for an additional five (5) Business Days after Managing Member (in a second notice) notifies Preferred Member in writing of such failure and sends an e-mail to each of the PM Email Parties enclosing a copy thereofof such second notice with a subject line in all capital letters stating “SECOND REQUEST FOR APPROVAL; FAILURE TO RESPOND WITHIN FIVE (5) BUSINESS DAYS WILL RESULT IN DEEMED APPROVAL”, then the Buyer Preferred Member shall be deemed to have approved Approved such new leaseLease (including Major Leases), licenseor renewal, occupancy agreement, renewal amendment or modification to such existing Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofrequiring Approval of Preferred Member hereunder.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Broad Street Realty, Inc.)
New Leases. Continue In case of the termination of this Lease by reason of the happening of any Event of Default, Landlord shall give prompt notice thereof to the holder of any Mortgage. So long as the Mortgagee has complied with Sections 15.4 and 15.5, Landlord shall, on written request of such holder, made at any time within 60 days after the giving of such notice by Landlord, enter into a new Lease of the Premises with such holder, or its present rental program designee, within thirty (30) days after receipt of such request, which new Lease shall be effective as of the date of such termination of this Lease for the remainder of the term of this Lease, at the same Base Rent and efforts at such Seller’s Property to rent vacant space in accordance with past practicesupon the same terms, covenants, conditions and agreements as are herein contained; provided that, without that the prior written consent holder of the Buyer, Mortgage shall (a) contemporaneously with the delivery of such request pay to Landlord the Base Rent and items of Additional Rent which consent may be granted or withheld Landlord has specified as due in the Buyer’s sole discretion, any notice to such Seller shall not (i) execute any new lease, license or other occupancy agreementholder, (iib) amend, supplement, terminate, accept pay to Landlord at the surrender of, renew or otherwise modify time of the execution and delivery of said new Lease any existing and all sums for the Base Rent and Additional Rent which would have been due hereunder from the date of termination of this Lease (had this Lease not been terminated) to and including the date of the execution and delivery of said new Lease, (iii) approve together with all expenses, reasonably incurred by Landlord, in connection with the termination of this Lease and with the execution and delivery of such new Lease, less the net amount of all sums received by Landlord from any assignment or sublease occupants of any existing Lease, part or (iv) waive any right or obligation thereunder; provided, however, that, in parts of the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior Premises up to the date of executioncommencement of such new Lease, and (c) on or prior to the execution and delivery of said new Lease, agree in writing that promptly following the delivery of such new Lease, such holder or its designee will perform or cause to be performed all of the other covenants and agreements herein contained on Tenant's part to be performed to the extent that Tenant shall have failed to perform the same to the date of delivery of such new Lease. Nothing herein contained shall be deemed to impose any obligation on the part of Landlord to deliver physical possession of the Premises to such holder of a Mortgage or its designee unless Landlord at the time of the execution and delivery of such new Lease shall have obtained physical possession thereof. Upon execution and delivery of such new Lease, any subleases which may have theretofore been assigned and transferred to Landlord shall thereupon be assigned and transferred, without recourse, by Landlord to the new tenant. If such Seller enters a new lease of the premises be entered into any new leasepursuant to the above, license or other occupancy agreementthen the holder of the Mortgage, or renews any existing Lease (each assignee or designee thereof, or a purchaser at a foreclosure sale shall, for the remainder of the term of this Lease, succeed to the interest of the Tenant hereunder, subject to the terms, provisions, covenants and agreements on the part of Tenant to be performed as provided above. If more than one Mortgagee shall request such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal new Lease shall be included made with and delivered to the Mortgagee whose Mortgage is prior in lien to those of any others, without regard to the definition time of “Leases” herein and added request. Landlord shall have no obligation to Schedule 3.2(c) attached heretodetermine the lien priority as among Mortgagees, but shall base its actions in dealing with a Mortgagee on information contained in a title report issued by a title company acceptable to Landlord. Any such new lease shall be assigned expressly made subject to the rights, if any, of Tenant under the terminated lease and assumed by of the Buyer at the Closing rights of parties in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofpossession.
Appears in 1 contract
New Leases. Continue its present rental program (a) Between the date of execution of this Agreement and efforts at such Seller’s Property to rent vacant Closing, Seller will not lease any space in accordance the Improvements, amend terminate or accept surrender of any Lease, except on terms and conditions approved by Purchaser, which approval shall not unreasonably be withheld, delayed or conditioned. Seller shall furnish Purchaser with past practices; provided thatall material information pertaining to the proposed agreement or Lease and/or proposed tenant, as reasonably requested by Purchaser. Seller shall not issue any approvals, consents or waivers to the Tenant under any Leases that obligate Purchaser to incur any additional costs, liabilities or obligations, in each case without the prior written consent of the BuyerPurchaser, which consent may be granted or withheld in the BuyerPurchaser’s sole and absolute discretion.
(b) Notwithstanding anything contained in this Section 4.4 to the contrary, such (I) Seller shall not may enter into, and/or amend, modify or renew, any residential Lease without the consent of Purchaser if (i) execute any such new leaseresidential Lease, license or other occupancy agreementamendment, modification or renewal, is in accordance with the leasing parameters set forth on Exhibit 4.4 attached hereto, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify with respect to any existing new residential Lease, such new residential Lease is on Property Manager’s form of residential Lease reasonably approved by Seller and Purchaser, and (iii) approve any assignment or sublease the term of any existing such new residential Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case term of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of after giving effect to any such amendment, supplementmodification or renewal, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Leaseless than six (6) months or greater than eighteen (18) months, the Buyer shall have an opportunity to review and comment upon(II) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into may terminate any new lease, license or other occupancy agreement, or renews any existing residential Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with all applicable laws upon a default by the terms Tenant thereunder.
(c) If Purchaser does not notify Seller of its consent or non-consent with respect to any matter for which Purchaser has a consent right pursuant to this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment 4.4 within five three (53) Business Days after receipt of a copy thereofSeller requests such consent from Purchaser (which request for consent shall include all materials and information reasonably necessary for Purchaser to make an informed decision as to whether to grant or withhold Purchaser’s consent), then the Buyer Purchaser shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference consented to this Section 3.3(d) and the deemed approval provision hereofmatter in question.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Jones Lang LaSalle Income Property Trust, Inc.)
New Leases. Continue its present rental program (a) Commencing as of the Effective Date and efforts at such Seller’s Property continuing to rent vacant space and including the Closing Date, as long as this Agreement has not been terminated, Contributor will not execute new leases, or amend, modify or accept the surrender of any existing tenancies which are not in accordance with past practices; provided that, material default beyond applicable notice and cure periods or approve any subleases without the prior written consent of the BuyerBKP, which consent may be granted withheld or withheld conditioned in the BuyerBKP’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyerthat BKP’s prior consent shall not be requiredrequired with respect to the execution, amendment, modification or surrender of leases with a term of one (1) month or less or that are terminable or non-renewable at either party’s option on one (1) month’s notice.
(b) With respect to any new leases or extensions or amendments to any existing Leases or any Lease which is extended pursuant to any exercise by the Tenant of an option in such Lease, where such lease, extension or amendment is executed or, with respect to an extension option, such option is exercised after the Effective Date and before the Closing Date in compliance with the Section 7.3(a) (including, for the avoidance of doubt, leases with a term of one (1) month or less or that are terminable or non-renewable at either party’s option on one (1) month’s notice) (each of the foregoing being referred to as a “New Lease”), and, in each case, provided that BKP has given its prior approval of such New Lease (except for exercises of extension options by Tenants, which shall not require BKP’s prior approval), then at Closing BKP shall reimburse Contributor, in cash, against delivery of appropriate and customary lien waivers, invoices and other proofs of payment, for:
(i) all out-of-pocket, verifiable tenant improvement costs and expenses incurred by Contributor for repairs, improvements, equipment, painting, decorating, partitioning, carpeting, and other work performed in the Tenant’s space, to the extent required under such New Lease including, without limitation, any reimbursements paid to the Tenant in connection with any such work performed by the Tenant (but Seller shall provide excluding costs incurred to satisfy any existing obligation owed to any Tenant under its prior leasing agreements) (collectively, the Buyer “TI Expenditures”), to the extent that such TI Expenditures have been paid by Contributor as of the date of Closing, and
(ii) all leasing or brokerage commissions payable to any third party not affiliated with written notice Contributor in connection with a New Lease, or if payable to any Affiliate of Contributor, only to the extent the same are on market terms (and collectively, the “Leasing Expenditures”), to the extent such amendmentLeasing Expenditures have been paid by Contributor as of the date of Closing. BKP shall assume liability for unpaid Leasing Expenditures and TI Expenditures with respect to New Leases which BKP has approved (to the extent BKP’s approval is required by this Section 7.3), supplement and shall indemnify the Contributor Parties from and against any claims made in connection such Leasing Expenditures and TI Expenditures with respect to such New Leases. Notwithstanding the foregoing, Contributor agrees that BKP will be entitled to (i) a credit against the Purchase Price in the amount of unpaid tenant allowance/improvements for the Pandora lease; and (ii) a credit at Closing against the Leasing Expenditures and TI Expenditures due from BKP to Contributor in an amount equal to the applicable Leasing Expenditure or modification modifies TI Expenditure, multiplied by a fraction, the rental terms numerator of which is the number of months (which number may be a fraction, in the event of any partial months) under the applicable lease for the period from the date of the rent commencement of such Lease lease (if a new lease) or the date of the rent commencement under the extension or amendment of such lease (if an existing Lease) until the date of Closing, and the denominator of which rental amount is the total number of months (which number may be a fraction, in the event of any partial months) in the term of such new lease or extension or amendment after the commencement of rent thereunder.
(c) Notwithstanding anything to the contrary contained in this Agreement, Contributor reserves the right, but is not specifically stated in obligated, to (i) institute summary proceedings against Tenants after giving BKP prior written notice of same but without the need to obtain BKP’s consent thereto (provided that BKP’s prior written consent, not to be unreasonably withheld, delayed or conditioned, shall be required with respect to the settlement or other disposition of any such Leaseproceedings), or (ii) terminate the Buyer shall have an opportunity to review Leases as a result of a default by Tenants therein after the expiration of applicable notice and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days grace periods prior to the date of executionClosing after giving BKP prior written notice of same, provided that Contributor shall have obtained BKP’s consent thereto, which consent may be withheld, conditioned or delayed in BKP’s sole discretion. If Contributor makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenants. The removal of the defaulting Tenants whether by summary proceedings or otherwise prior to the date of Closing shall not give rise to any claim on the part of BKP (provided Contributor shall have obtained BKP’s consent as provided above). BKP agrees that it shall not be grounds for BKP’s refusal to close this transaction that a Tenant (including an Anchor Tenant) may be a holdover Tenant or in default under its Lease on the date of Closing and BKP shall accept title subject to such Seller enters into any new lease, license holding over or other occupancy agreementdefault without credit against, or renews reduction of, the Consideration, except as provided in Section 10.4 and Section 10.5.
(d) With respect to any existing Lease consent requested of BKP under this Section, if BKP fails to consent or expressly withhold its consent (each such new lease, license, occupancy agreement and renewal, a “New Lease”stating with specificity the basis of its objection) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after its receipt of written request for such consent, Contributor shall send a copy second notice to BKP requesting BKP’s consent, which second notice shall contain the following legend in capitalized bold letters on the top thereof: “THIS IS A SECOND REQUEST FOR CONSENT TO [ ]. YOUR RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. YOUR FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN YOUR CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that BKP fails to respond to such second notice within five (5) Business Days after delivery to BKP of such second request by either consenting or expressly withholding its consent (stating with specificity the basis of its objection), then the Buyer BKP’s consent shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to been granted.
(e) The provisions of this Section 3.3(d) and the deemed approval provision hereofshall survive Closing.
Appears in 1 contract
Samples: Contribution Agreement (Macerich Co)
New Leases. Continue its present rental program and efforts at such Seller’s the Property to rent vacant space in accordance with past practices; and renew expiring leases, provided thatthat (i) prior to the Approval Date, Seller shall give notice to Purchaser of any new Leases and any renewals, amendments, terminations or surrenders of leases, and (ii) after the Approval Date, the LLC shall not execute any new or renewal leases or amend, terminate or accept the surrender of any existing tenancies or approve any subleases or lease assignments without the prior written consent of the BuyerPurchaser, which consent may be granted withheld, conditioned or withheld delayed in the Buyer’s sole discretiondiscretion of the Purchaser, such Seller shall not (i) execute except that the LLC is authorized to accept the termination of Leases at the end of their existing terms. In the event that any Leases are identified on Exhibit 4.4 hereto, or that the LLC executes any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to lease after the date of execution. If this Agreement, and in either event such Seller enters into any new leaselease requires the construction of tenant fixtures or improvements and/or the payment of leasing or brokerage commission(s) at the expense of the landlord, license or other occupancy agreementPurchaser, by electing to proceed with the purchase notwithstanding its termination right pursuant to Section 3.5, or renews by approving such Leases, if executed after the Approval Date, agrees to assume the obligation to pay and/or at Closing to reimburse Seller for the paid portion of the cost of such improvements and leasing or brokerage commission(s) and with the prior written approval of Purchaser any existing Lease (each other costs associated with such new leaseLeases, licenseunless Seller and Purchaser expressly agree in writing that Seller shall be responsible for any such costs. In its leasing activities, occupancy agreement and renewalexcept in circumstances where it would be commercially unreasonable to do so, the LLC shall utilize the standard form of lease presently in use at the Property, a “New Lease”) after copy of which is available for the date hereof in accordance with the terms review and inspection of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added Purchaser. The parties acknowledge that any form lease is subject to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofnegotiation.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Capital Lease Funding Inc)
New Leases. Continue its present rental program (a) Commencing as of the Effective Date and efforts at such Seller’s Property continuing to rent vacant space and including the Closing Date, as long as this Agreement has not been terminated, Seller will not execute new leases, or amend, modify or accept the surrender of any existing tenancies which are not in accordance with past practices; provided that, material default beyond applicable notice and cure periods or approve any subleases without the prior written consent of the BuyerPurchaser, which consent may be granted withheld or withheld conditioned in the BuyerPurchaser’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyerthat Purchaser’s prior consent shall not be requiredrequired with respect to the execution, amendment, modification or surrender of leases with a term of one (1) month or less or that are terminable or non-renewable at either party’s option on one (1) month’s notice.
(b) With respect to any new leases or extensions or amendments to any existing Leases or any Lease which is extended pursuant to any exercise by the Tenant of an option in such Lease, where such lease, extension or amendment is executed or, with respect to an extension option, such option is exercised after the Effective Date and before the Closing Date in compliance with Section 7.3(a) (including, for the avoidance of doubt, leases with a term of one (1) month or less or that are terminable or non-renewable at either party’s option on one (1) month’s notice) (each of the foregoing being referred to as a “New Lease”), and, in each case, provided that Purchaser has given its prior approval of such New Lease (except for exercises of extension options by Tenants, which shall not require Purchaser’s prior approval), then at Closing Purchaser shall reimburse Seller, in cash, against delivery of appropriate and customary lien waivers, invoices and other proofs of payment, for:
(i) all out-of-pocket, verifiable tenant improvement costs and expenses incurred by Seller for repairs, improvements, equipment, painting, decorating, partitioning, carpeting, and other work performed in the Tenant’s space, to the extent required under such New Lease including, without limitation, any reimbursements paid to the Tenant in connection with any such work performed by the Tenant (but excluding costs incurred to satisfy any existing obligation owed to any Tenant under its prior leasing agreements) (collectively, the “TI Expenditures”), to the extent that such TI Expenditures have been paid by Seller shall provide as of the Buyer date of Closing, and
(ii) all leasing or brokerage commissions payable to any third party not affiliated with written notice Seller in connection with a New Lease or if payable to any Affiliate of Seller, only to the extent the same are on market terms (and collectively, the “Leasing Expenditures”), to the extent such amendmentLeasing Expenditures have been paid by Seller as of the date of Closing. Purchaser shall assume liability for unpaid Leasing Expenditures and TI Expenditures with respect to New Leases which Purchaser has approved (to the extent Purchaser’s approval is required by this Section 7.3), supplement and shall indemnify the Seller Parties from and against any claims made in connection such Leasing Expenditures and TI Expenditures with respect to such New Leases. Notwithstanding the foregoing, Seller agrees that Purchaser will be entitled to a credit at Closing against the Leasing Expenditures and TI Expenditures due from Purchaser to Seller in an amount equal to the applicable Leasing Expenditure or modification modifies TI Expenditure, multiplied by a fraction, the rental terms numerator of which is the number of months (which number may be a fraction, in the event of any partial months) under the applicable lease for the period from the date of the rent commencement of such Lease lease (if a new lease) or the date of the rent commencement under the extension or amendment of such lease (if an existing Lease) until the date of Closing, and the denominator of which rental amount is the total number of months (which number may be a fraction, in the event of any partial months) in the term of such new lease or extension or amendment after the commencement of rent thereunder. For the avoidance of doubt, Seller shall not be responsible for costs of landlord’s work, tenant improvements, tenant allowances and leasing commissions for leases not executed as of the Effective Date with Blink Fitness Center, Guitar Center, Pink, Aldi, Inc. and/or Xxxxx X. Cheese or certain outparcels, notwithstanding any contrary proposals made by Seller or its brokers or other agents before the Effective Date.
(c) Notwithstanding anything to the contrary contained in this Agreement, Seller reserves the right, but is not specifically stated in obligated, to (i) institute summary proceedings against Tenants after giving Purchaser prior written notice of same but without the need to obtain Purchaser’s consent thereto (provided that Purchaser’s prior written consent, not to be unreasonably withheld, delayed or conditioned, shall be required with respect to the settlement or other disposition of any such Leaseproceedings), or (ii) terminate the Buyer shall have an opportunity to review Leases as a result of a default by Tenants therein after the expiration of applicable notice and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days grace periods prior to the date of executionClosing after giving Purchaser prior written notice of same, provided that Seller shall have obtained Purchaser’s consent thereto, which consent may be withheld, conditioned or delayed in Purchaser’s sole discretion. If Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenants. The removal of the defaulting Tenants whether by summary proceedings or otherwise prior to the date of Closing shall not give rise to any claim on the part of Purchaser (provided Seller shall have obtained Purchaser’s consent as provided above). Purchaser agrees that it shall not be grounds for Purchaser’s refusal to close this transaction that a Tenant (including an Anchor Tenant) may be a holdover Tenant or in default under its Lease on the date of Closing and Purchaser shall accept title subject to such Seller enters into any new lease, license holding over or other occupancy agreementdefault without credit against, or renews reduction of, the Purchase Price, except as provided in Section 10.4 and Section 10.5.
(d) With respect to any existing Lease consent requested of Purchaser under this Section, if Purchaser fails to consent or expressly withhold its consent (each such new lease, license, occupancy agreement and renewal, a “New Lease”stating with specificity the basis of its objection) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after its receipt of written request for such consent, Seller shall send a copy second notice to Purchaser requesting Purchaser’s consent, which second notice shall contain the following legend in capitalized bold letters on the top thereof: “THIS IS A SECOND REQUEST FOR CONSENT TO [ ]. YOUR RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. YOUR FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN YOUR CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that Purchaser fails to respond to such second notice within five (5) Business Days after delivery to Purchaser of such second request by either consenting or expressly withholding its consent (stating with specificity the basis of its objection), then the Buyer Purchaser’s consent shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to been granted.
(e) The provisions of this Section 3.3(d) and the deemed approval provision hereofshall survive Closing.
Appears in 1 contract
New Leases. Continue After the date hereof, the Seller shall not modify, extend or renew any Lease (other than as a result of any tenant's exercise as of right of any modification, extension or renewal option pursuant to the terms of its present rental program and efforts at such Seller’s Lease in effect on the date hereof), or enter into any proposed Lease of any portion of the Property to rent vacant space in accordance with past practices; provided that, without the Purchaser's prior written consent of the Buyerin each instance, which consent may shall be granted given or withheld denied, in the Buyer’s Purchaser's sole discretion, such Seller shall not within three (i3) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept business days after receipt by the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease Purchaser of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if Seller's notice requesting the Purchaser's consent to the proposed action relating to such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such proposed Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject Purchaser fails to reply to the Seller's request for consent in a notice given within such period or approve a new leaseif the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer Purchaser's consent shall be deemed to have approved such new leasebeen granted. The Seller shall have no obligation subsequent to the date hereof to modify, licenseextend, occupancy agreementrenew or cancel any Lease or enter into any proposed Lease, renewal except as may be otherwise required pursuant to the terms of any Lease in effect on the date hereof. Notwithstanding anything to the contrary in the foregoing, the Seller may enter into a Lease or extend, modify or renew any Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) during the Due Diligence Period, but not thereafter, without obtaining the consent of the Purchaser. In the event the Seller so enters into or so extends, modifies or renews any Lease, the Seller shall so notify the Purchaser, and the Purchaser shall have the right to terminate this Agreement by providing written notice of such election to the Seller within three (3) business days after receipt of the Seller's notice that Seller has entered into or has extended, modified or renewed such Lease, in which event this Agreement shall be terminated and neither party shall have any further rights, obligations or liabilities hereunder, except for the Surviving Obligations, and except that the Purchaser shall be entitled to a return of the Deposit provided the Purchaser is not otherwise in default hereunder. If the Purchaser does not elect to terminate this Agreement within such three (3) business day period, the new Lease or extension, modification or renewal of a Lease shall be deemed approval provision hereofaccepted and approved by the Purchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Witter Dean Realty Income Partnership Ii Lp)
New Leases. Continue its present rental program Seller shall use commercially reasonable efforts to negotiate leases, lease amendments and efforts at such lease renewals for any current vacancies and preleasing vacancies for the next academic year in a manner consistent with Seller’s current practices and subject to the terms of this paragraph. During the term of this Agreement, Seller shall be permitted, in the ordinary course of business, to (x) enter into new leases and amendments and renewals of existing Leases on Seller’s standard apartment lease or renewal form for the Property (copies of which were provided by Seller to rent vacant space in accordance with past practices; provided that, without the prior written consent Buyer as part of the BuyerProperty Information), which consent may be granted or withheld in the Buyer’s sole discretionand (y) waive, such Seller shall not enforce and terminate Leases, provided that (i) execute any new leasesuch leases, license or amendments, renewals, waivers, enforcement and/or terminations, with respect to Leases, are consistent with the Seller’s current leasing practices and provide for terms of no less than one (1) year) and the rental rates and other occupancy agreementapproved leasing parameters on Schedule 5.1(m) attached hereto, and (ii) amendno free rent and/or concessions shall be granted pursuant to any new, supplement, terminate, accept the surrender of, renew amended or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the extended Leases without Buyer’s consent shall not be required, but Seller shall provide prior written consent. Any new Leases or occupancy agreements entered into after the Buyer Effective Date with written notice of (and respect to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof Property in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal foregoing sentence shall be included in the definition of “Leases” herein . Seller shall provide Buyer with an accurate and added current Rent Roll and arrearages report for the Property within two (2) Business Days prior to Schedule 3.2(cexpiration of the Due Diligence Period. Any beds in units at the Property that are vacant or are otherwise not leased to a tenant at least three (3) attached hereto, days prior to the Closing Date shall be assigned to placed in "rent ready" condition for reletting and assumed by the Buyer at the Closing occupancy in accordance with this AgreementSeller's historical standards and timetable for turning units over. If Buyer may, at its option, inspect the Buyer does Property within 72 hours prior to Closing to verify that such units are in such rent ready condition. With respect to any beds in the units that become vacant prior to the three (3) day period prior to the Closing Date, and which are not reject or approve a new leaseotherwise placed in "rent ready" condition as required by the preceding sentence prior to the Closing Date, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed receive a credit against the Purchase Price in an amount equal to have approved Two Hundred Fifty and 00/100 Dollars ($250) for each bed in such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofnon-"rent ready" units.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Strategic Student & Senior Housing Trust, Inc.)
New Leases. Continue its present rental program Grantor may, at all times, lease to any Person space ---------- within each Property in a manner consistent with other First Class properties comparable to the applicable Property and efforts at then current market conditions existing in the applicable market area in which such Seller’s Property to rent vacant space is located, and otherwise in accordance with past practices; this Mortgage. Each Material Lease entered into after the date hereof (including the renewal or extension on or after the date hereof of any Lease entered into prior to the date hereof if the rent payable during such renewal or extension, or a formula or other method to compute such rent, is not provided that, without for in such Lease (such a renewal or extension a "Renewal Lease")) (A) shall provide for payment of rent and all ------------- other material amounts payable thereunder at rates at least equal to the prior written consent fair market rental value (taking into account the type and creditworthiness of the Buyertenant, which consent may the length of tenancy, free rent periods and all other concessions to be granted to the tenant by the landlord thereunder, and the location and size of the unit so rented), as of the date such Material Lease is executed by Grantor, of the space covered by such Material Lease or withheld in Renewal Lease for the Buyer’s sole discretionterm thereof, such Seller including any renewal options, and (B) shall not contain any provision whereby the rent payable thereunder would be based, in whole or in part, upon the net income or profits derived by any Person from the Property (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, that it may contain a provision in which casea portion of rent may be payable based on a percentage of gross income), the Buyer’s consent and (C) shall not be required, but Seller shall provide the Buyer with written notice of (prevent Proceeds from being held and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof disbursed by Beneficiary in accordance with the terms hereof, and (D) shall not entitle any tenant to receive and retain Proceeds except those that may be specifically awarded to it in condemnation proceedings because of this Section 3.2(d)the Taking of its trade fixtures and its leasehold improvements which have not become part of the realty and such business loss as tenant may specifically and separately establish. Grantor may not, then each such leasewithout the consent of Beneficiary, licenseamend, occupancy agreement and renewal shall be included modify or waive the provisions of any Material Lease or terminate, reduce rents under or shorten the term of any Material Lease in any manner which would have a material adverse effect on the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve applicable Property taken as a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofwhole.
Appears in 1 contract
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided thatAfter the date of this Agreement, Prudential shall not, ---------- without the REIT OP's prior written consent of the Buyerin each instance, which consent may be granted or withheld in the Buyer’s sole discretionconsent, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth subject to the terms of any such amendmentthe immediately succeeding sentence, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be requiredunreasonably withheld and shall be given or denied, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d)reasons for such denial, then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt by REIT OP of the information referred to in the next sentence, enter into a new lease for space in the Improvements or renew or extend any Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). After the execution of this Agreement, REIT OP's consent to a new lease of space in the Improvements or a renewal or extension of any Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in tenant's Lease) involving (i) 22,000 square feet or more of office space in the Improvements or (ii) 5,000 square feet or more of space in the retail portion of the Improvements, may be granted or withheld by REIT OP in its sole and absolute discretion. Prudential shall furnish REIT OP with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable REIT OP to make informed decisions. Prudential shall deliver to REIT OP a true and complete copy thereof, then the Buyer shall be deemed to have approved of each such new lease, licenserenewal and extension agreement, occupancy agreementif any, promptly after the execution and delivery thereof. Prudential shall keep accurate records of all of the following types of expenses (collectively, "NEW --- LEASE EXPENSES") incurred in connection with any new lease for space at the -------------- Property, or any extension, renewal or expansion of a Lease amendment; provided where such Lease does not provide for its extension, renewal or expansion, entered into on or after the date hereof and approved by REIT OP (each a "NEW LEASE"): (a) --------- brokerage commissions and fees to effect such leasing transaction, (b) expenses incurred for repairs, improvements, equipment, painting, decorating, partitioning and other items to satisfy the tenant's requirements with regard to such leasing transaction, (c) legal fees for services in connection with the preparation of documents and other services rendered in connection with the effectuation of the leasing transaction, (d) if there are any rent concessions covering any period that the tenant has the right to be in possession of the demised space, the rents that would have accrued during the period of such notice includes specific reference concession prior to this Section 3.3(dthe Closing Date as if such concession were amortized over
(i) with respect to any extension or renewal, the term of such extension or renewal, (ii) with respect to any expansion, that portion of the term remaining under the subject Lease after the date of any expansion, or (iii) with respect to any New Lease, the entire initial term of any New Lease, and (e) expenses incurred for the purpose of satisfying or terminating the obligations of a tenant under a New Lease to the landlord under another lease (whether or not such other lease covers space in the Building). At the Closing, REIT OP shall reimburse Prudential for all New Lease Expenses paid or incurred by Prudential after the date hereof and prior to the Closing Date and shall assume Prudential's obligations to pay, when due (whether on a stated due date or accelerated) any such New Lease Expenses unpaid as of the Closing and REIT OP hereby agrees to indemnify and hold Prudential harmless from and against any and all claims for such Lease Expenses which remain unpaid for any reason at the time of Closing, which obligations of REIT OP shall survive the Closing and shall not be merged therein. Each party shall make available to the other all records, bills, vouchers and other data in such party's control verifying such New Lease Expenses and the deemed approval provision hereofpayment thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Boston Properties Inc)
New Leases. Continue its present rental program and efforts at such Seller’s Property to rent vacant space in accordance with past practices; provided that, without the prior written consent of the Buyer, which consent may be granted or withheld in the Buyer’s sole discretion, such Seller shall not (i) execute After the Execution Date, Sellers may acquire, directly or indirectly, any new leaseoil and gas leases or subleases (other than the Properties) that meet the criteria set forth on Schedule 4.8(a) (the “New Leases”) and may use all or any portion of the Deposit to fund such acquisitions. Once acquired, license or other occupancy agreement, the New Leases will be considered “Leases” for all purposes hereunder.
(ii) amendPromptly, supplementbut no later than the Defect Deadline, terminateSellers’ Representative must provide written notice to Buyer of Sellers’ ownership or acquisition of any New Leases (including any New Leases for which a binding purchase agreement or assignment has been executed, accept even if closing has not occurred), with full and complete details and documentation, including title run sheets and field notes, the surrender ofoil and gas or oil, renew or otherwise modify any existing Leasegas and mineral lease(s) and other instruments comprising the offered New Leases and conveyance instruments, if any, as well as updated versions of Exhibit A-1 and Exhibit C including such New Leases (with the Allocated Value of each New Lease calculated using the New Lease Purchase Price).
(iii) approve any assignment or sublease Buyer shall have fifteen (15) days from receipt of any existing written notice delivered pursuant Section 4.8(a)(ii) to deliver any Title Notices or Environmental Notices with respect to any New Lease, which notices must meet the requirements set forth in the respective definitions thereof. If Buyer delivers any Title Notices or Environmental Notices, then Sellers’ Representative shall elect either to (ivi) waive any right attempt to cure such Title Defect or obligation thereunderEnvironmental Defect, as the case may be, for which Sellers shall have 15 days from receipt of the Title Notice or Environmental Notice, as applicable to take such curative actions; provided, however, thatthat any attempt to cure shall not be a waiver of Sellers’ continuing right to dispute the alleged Title Defect and Title Defect Amount or the alleged Environmental Defect or Environmental Defect Amount, as the case may be, or (ii)(A) refund to Buyer, if such election is made after the Closing or (B) reduce the Purchase Price, if such election is made prior to the Closing, by an amount equal to the Title Defect Amount or the Environmental Defect Amount, as the case may be. If the Parties disagree with respect to the alleged Title Defect or Environmental Defect or the alleged Title Defect Amount or Environmental Defect Amount, the validity of the Title Notice or Environmental Notice or any curative actions taken with respect thereto, then the Parties shall resolve such disagreement pursuant to the procedures set forth in ARTICLE XI.
(iv) At the Closing, as provided for in Section 2.2(a)(iv), Buyer shall pay Sellers, by wire transfer in immediately available funds, $20,000 per Net Mineral Acre for any New Leases (including any New Leases for which a binding purchase agreement or assignment has been executed, even if closing has not occurred) (the “New Lease Purchase Price”). Notwithstanding the foregoing, in no event will Buyer be required to acquire from Sellers any New Leases that result in the acquisition by Buyer of Net Mineral Acres from Sellers or indirectly pursuant to the Arris SPSA in excess of 60,300 Net Mineral Acres, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyer’s consent shall not be required, but Seller shall provide the Buyer with written notice of (and to the extent such amendment, supplement or modification modifies the rental terms of such Lease which rental amount is not specifically stated in such Lease, the Buyer shall have an opportunity to review and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days prior to the date of execution. If such Seller enters into any new lease, license or other occupancy agreement, or renews any existing Lease (each such new lease, license, occupancy agreement and renewal, a “New Lease”) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after receipt of a copy thereof, then the Buyer shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to this Section 3.3(d) and the deemed approval provision hereofaggregate.
Appears in 1 contract
Samples: Asset Purchase and Sale Agreement (PDC Energy, Inc.)
New Leases. Continue its present rental program (a) Commencing as of the Effective Date and efforts at such Seller’s Property continuing to rent vacant space and including the Closing Date, as long as this Agreement has not been terminated, Contributor will not execute new leases, or amend, modify or accept the surrender of any existing tenancies which are not in accordance with past practices; provided that, material default beyond applicable notice and cure periods or approve any subleases without the prior written consent of the BuyerBKP, which consent may be granted withheld or withheld conditioned in the BuyerBKP’s sole discretion, such Seller shall not (i) execute any new lease, license or other occupancy agreement, (ii) amend, supplement, terminate, accept the surrender of, renew or otherwise modify any existing Lease, (iii) approve any assignment or sublease of any existing Lease, or (iv) waive any right or obligation thereunder; provided, however, that, in the case of any amendment, supplement, termination, surrender, renewal or modification of any existing Lease as set forth in clause (ii) above, if such existing Lease expressly and specifically sets forth the terms of any such amendment, supplement, termination, surrender, renewal or modification and requires the landlord under the Lease to acknowledge or counter-sign the same, in which case, the Buyerthat BKP’s prior consent shall not be requiredrequired with respect to the execution, amendment, modification or surrender of leases with a term of one (1) month or less or that are terminable or non-renewable at either party’s option on one (1) month’s notice.
(b) With respect to any new leases or extensions or amendments to any existing Leases or any Lease which is extended pursuant to any exercise by the Tenant of an option in such Lease, where such lease, extension or amendment is executed or, with respect to an extension option, such option is exercised after the Effective Date and before the Closing Date in compliance with the Section 7.3(a) (including, for the avoidance of doubt, leases with a term of one (1) month or less or that are terminable or non-renewable at either party’s option on one (1) month’s notice) (each of the foregoing being referred to as a “New Lease”), and, in each case, provided that BKP has given its prior approval of such New Lease (except for exercises of extension options by Tenants, which shall not require BKP’s prior approval), then at Closing BKP shall reimburse Contributor, in cash, against delivery of appropriate and customary lien waivers, invoices and other proofs of payment, for:
(i) all out-of-pocket, verifiable tenant improvement costs and expenses incurred by Contributor for repairs, improvements, equipment, painting, decorating, partitioning, carpeting, and other work performed in the Tenant’s space, to the extent required under such New Lease including, without limitation, any reimbursements paid to the Tenant in connection with any such work performed by the Tenant (but Seller shall provide excluding costs incurred to satisfy any existing obligation owed to any Tenant under its prior leasing agreements) (collectively, the Buyer “TI Expenditures”), to the extent that such TI Expenditures have been paid by Contributor as of the date of Closing, and
(ii) all leasing or brokerage commissions payable to any third party not affiliated with written notice Contributor in connection with a New Lease, or if payable to any Affiliate of Contributor, only to the extent the same are on market terms (and collectively, the “Leasing Expenditures”), to the extent such amendmentLeasing Expenditures have been paid by Contributor as of the date of Closing. BKP shall assume liability for unpaid Leasing Expenditures and TI Expenditures with respect to New Leases which BKP has approved (to the extent BKP’s approval is required by this Section 7.3), supplement and shall indemnify the Contributor Parties from and against any claims made in connection such Leasing Expenditures and TI Expenditures with respect to such New Leases. Notwithstanding the foregoing, Contributor agrees that BKP will be entitled to (i) a credit against the Purchase Price in the amount of unpaid tenant allowance/improvements for the Pandora lease; and (ii) a credit at Closing against the Leasing Expenditures and TI Expenditures due from BKP to Contributor in an amount equal to the applicable Leasing Expenditure or modification modifies TI Expenditure, multiplied by a fraction, the rental terms numerator of which is the number of months (which number may be a fraction, in the event of any partial months) under the applicable lease for the period from the date of the rent commencement of such Lease lease (if a new lease) or the date of the rent commencement under the extension or amendment of such lease (if an existing Lease) until the date of Closing, and the denominator of which rental amount is the total number of months (which number may be a fraction, in the event of any partial months) in the term of such new lease or extension or amendment after the commencement of rent thereunder.
(c) Notwithstanding anything to the contrary contained in this Agreement, Contributor reserves the right, but is not specifically stated in obligated, to (i) institute summary proceedings against Tenants after giving BKP prior written notice of same but without the need to obtain BKP’s consent thereto (provided that BKP’s prior written consent, not to be unreasonably withheld, delayed or conditioned, shall be required with respect to the settlement or other disposition of any such Leaseproceedings), or (ii) terminate the Buyer shall have an opportunity to review Leases as a result of a default by Tenants therein after the expiration of applicable notice and comment upon) such amendment, supplement, termination, surrender, renewal or modification at least five (5) Business Days grace periods prior to the date of executionClosing after giving BKP prior written notice of same, provided that Contributor shall have obtained BKP’s consent thereto, which consent may be withheld, conditioned or delayed in BKP’s sole discretion. If Contributor makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any Tenants. The removal of the defaulting Tenants whether by summary proceedings or otherwise prior to the date of Closing shall not give rise to any claim on the part of BKP (provided Contributor shall have obtained BKP’s consent as provided above). BKP agrees that it shall not be grounds for BKP’s refusal to close this transaction that a Tenant (including an Anchor Tenant) may be a holdover Tenant or in default under its Lease on the date of Closing and BKP shall accept title subject to such Seller enters into any new lease, license holding over or other occupancy agreementdefault without credit against, or renews reduction of, the Consideration, except as provided in Section 10.4 and Section 10.5.
(d) With respect to any existing Lease consent requested of BKP under this Section, if BKP fails to consent or expressly withhold its consent (each such new lease, license, occupancy agreement and renewal, a “New Lease”stating with specificity the basis of its objection) after the date hereof in accordance with the terms of this Section 3.2(d), then each such lease, license, occupancy agreement and renewal shall be included in the definition of “Leases” herein and added to Schedule 3.2(c) attached hereto, shall be assigned to and assumed by the Buyer at the Closing in accordance with this Agreement. If the Buyer does not reject or approve a new lease, license, occupancy agreement, renewal or a Lease amendment within five (5) Business Days after its receipt of written request for such consent, Contributor shall send a copy second notice to BKP requesting BKP’s consent, which second notice shall contain the following legend in capitalized bold letters on the top thereof: “THIS IS A SECOND REQUEST FOR CONSENT TO [_______________]. YOUR RESPONSE IS REQUESTED WITHIN FIVE (5) BUSINESS DAYS. YOUR FAILURE TO RESPOND WITHIN SUCH TIME PERIOD SHALL RESULT IN YOUR CONSENT BEING DEEMED TO HAVE BEEN GRANTED.” In the event that BKP fails to respond to such second notice within five (5) Business Days after delivery to BKP of such second request by either consenting or expressly withholding its consent (stating with specificity the basis of its objection), then the Buyer BKP’s consent shall be deemed to have approved such new lease, license, occupancy agreement, renewal or Lease amendment; provided that such notice includes specific reference to been granted.
(e) The provisions of this Section 3.3(d) and the deemed approval provision hereofshall survive Closing.
Appears in 1 contract
