Common use of New Leases Clause in Contracts

New Leases. From and after the Effective Date, Seller shall not, without Buyer's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial specified in reasonable detail, within three (3) business days after receipt by Buyer of the information referred to in the next sentence, enter into a new lease for space in 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 furnish Buyer with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed action. If Buyer fails to object in writing to any such proposed new lease, renewal or extension, as the case may be, within three (3) business days after receipt of the aforementioned information, Buyer shall be deemed to have approved the proposed new lease, renewal or extension, as the case may be. If Buyer rejects the proposed action, Seller nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Seller shall promptly advise Buyer of the same. The foregoing notwithstanding, in the event Buyer has rejected the proposed action but Seller nonetheless proceeds to effect it, Buyer shall have the right, within three (3) business days after receipt of Seller's notice that Seller has taken such action, to elect to terminate this Agreement by the delivery to Seller of a written notice of termination, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer fails to notify Seller within such time period, Buyer shall be deemed to have fully waived any rights to terinate this Agreement pursuant to this Section 13.1. Seller shall deliver to Buyer a true and complete copy of each such new lease, renewal and extension agreement, if any, Promptly after the execution and delivery thereof.

New Leases. From and after After the Effective Datedate hereof, Seller shall not, without Buyer's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial specified in reasonable detail, within three ten (310) business days after receipt by Buyer of the information referred to in the next sentence, enter into a new lease lease, license or occupancy agreement for space in the Property (except any lease with a prospective tenant and on the terms described on Exhibit K-2 attached hereto, herein collectively called "Prospective Tenants") 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 LeaseLease which does not require landlord approval). Seller shall furnish Buyer with all information regarding any such proposed new leases, renewals and extensions action reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed actionaction (including without limitation a copy of the lease proposal and an itemized list specifying all Lease Expenses, including the estimated amount thereof, incurred or to be incurred in connection therewith). If Buyer fails to object in writing to any such proposed new lease, renewal or extension, as the case may be, action within three ten (310) business days after receipt of the aforementioned information, Buyer shall be deemed to have approved the proposed new leaseaction. The foregoing notwithstanding, renewal or extensionprior to expiration of the Due Diligence Period, as the case may be. If if Buyer rejects the any such proposed action, Seller shall nevertheless retains retain full right, power and authority to execute such all documents as are necessary to effect such action, and action (in which event Seller shall promptly advise Buyer of the same. The foregoing notwithstanding), in the event Buyer has rejected the proposed action but Seller nonetheless proceeds shall also retain the obligation to effect it, Buyer shall have the right, within three pay Lease Expenses (3as hereinafter defined) business days after receipt arising solely as a result of Seller's notice that Seller has taken such action, to elect to terminate this Agreement by the delivery to Seller of a written notice of termination, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer fails to notify Seller within such time period, Buyer shall be deemed to have fully waived any rights to terinate this Agreement pursuant to this Section 13.1. Seller shall deliver to Buyer a true and complete copy of each such new lease, renewal and extension agreement, if any, Promptly after the execution and delivery thereof.such

New Leases. Seller and Purchaser further agree as follows: 1. From and after the Effective Datedate of the Letter of Intent through the Closing, Seller has delivered or shall notdeliver, without Buyeras applicable, for Purchaser's prior written consent review (a "New Lease Notice") a copy of any proposed New Lease, financial statements of the proposed new tenant, if such financial statements were provided to Seller, and such other information as may reasonably be requested by Purchaser, if such information is in each instancethe possession of Seller. During the period between the date of this Agreement and Closing, which consent Purchaser shall not be unreasonably withheld have the right to approve or delayed and shall be given or denied, with the reasons for such denial specified disapprove of any New Lease by responding in reasonable detail, writing to Seller's New Lease Notice within three (3) business days after Purchaser's receipt by Buyer of the information referred to in the next sentence, enter into a new lease for space in the Property or renew or extend any New Lease (except pursuant to the exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). Seller shall furnish Buyer with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed actionNotice. If Buyer Purchaser fails to object in writing to any approve or disapprove of such proposed new lease, renewal or extension, as the case may be, New Lease within such three (3) business days after receipt of the aforementioned informationday period, Buyer Purchaser shall be deemed to have conclusively approved of such New Lease. In the proposed new leaseevent that Purchaser reasonably disapproves of such New Lease within such three (3) business day period, renewal or extension, as the case may beSeller shall not enter into such New Lease. If Buyer rejects the proposed action, Seller nevertheless retains full right, power and authority to execute enters into such documents a New Lease after Purchaser reasonably disapproves of such New Lease as are necessary to effect such action, and Seller shall promptly advise Buyer of the same. The foregoing notwithstanding, provided in the event Buyer has rejected the proposed action but Seller nonetheless proceeds to effect itpreceding sentence, Buyer then Purchaser shall have the right, within three five (35) business days after Purchaser's receipt of written notice of Seller's notice that Seller has taken entering into such actionNew Lease, to elect to terminate this Agreement by the delivery to Seller of a written notice of termination, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer fails to notify Seller within such time periodPurchaser does not so terminate this Agreement, Buyer Purchaser shall be deemed to have fully waived any rights conclusively approved of such New Lease. If Purchaser elects to terinate terminate this Agreement pursuant to the provisions of this Section 13.110(L)(1) and Purchaser is otherwise not in material default of its obligations under this Agreement, Purchaser may elect to obtain a refund of the Xxxxxxx Money from the Escrowee and pursue damages, if available pursuant to Section 7(A)(ii), in which event this Agreement shall, without further action of the parties, become null and void and neither party shall have any further rights or obligations under this Agreement except those rights and obligations which expressly survive termination of this Agreement as provided herein and Seller's rights under the Confidentiality Agreement (as defined in Section 8(A) above). Seller shall deliver to Buyer a true Purchaser hereby agrees that it has approved the terms of the New Leases and complete copy of each such new lease, renewal and extension agreementthird-party commissions related thereto, if any, Promptly listed on EXHIBIT V, provided, however, that Purchaser shall have further approval rights pursuant to this Section 10(L)(1) in the event that there are material changes to the economic terms of such leases. 2. All tenant improvement costs and/or allowances and leasing commissions relating to (a) New Leases entered into by Seller during the period between the date of this Agreement and the expiration of the Inspection Period, and (b) New Leases entered into by Seller after the execution Inspection Period and delivery thereofprior to Closing which Purchaser approves (or is deemed to approve) in accordance with Section 11(L)(1) above, shall be prorated in accordance with Section 4(C)(i)(c) above.

New Leases. From and after After the Effective Datedate hereof, the Seller shall notnot 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 Lease in effect on the date hereof), or enter into any proposed Lease of any portion of the Property without Buyerthe Purchaser's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial specified in reasonable detailPurchaser's sole discretion, within three (3) business days after receipt by Buyer the Purchaser of the information referred 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 notice given within such period or if the Purchaser expressly denies its consent but fails to provide the Seller with the reasons for such denial, the Purchaser's consent shall be deemed to have been granted. The Seller shall have no obligation subsequent to the date hereof to modify, extend, renew or cancel any Lease or enter into any proposed Lease, 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 next sentenceforegoing, the Seller may enter into a new lease for space in the Property Lease or extend, modify or renew or extend any Lease (except pursuant 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 exercise by a tenant of a renewal, extension or expansion option contained in such tenant's Lease). Seller shall furnish Buyer with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer to make informed decisions with respect to the advisability of the proposed action. If Buyer fails to object in writing to any such proposed new lease, renewal or extension, as the case may be, within three (3) business days after receipt of the aforementioned information, Buyer shall be deemed to have approved the proposed new lease, renewal or extension, as the case may be. If Buyer rejects the proposed action, Seller nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Seller shall promptly advise Buyer of the same. The foregoing notwithstanding, in the event Buyer has rejected the proposed action but Seller nonetheless proceeds to effect it, Buyer shall have the right, within three (3) business days after receipt of Seller's notice that Seller has taken entered into or has extended, modified or renewed such actionLease, 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 by within such three (3) business day period, the delivery to Seller new Lease or extension, modification or renewal of a written notice of termination, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer fails to notify Seller within such time period, Buyer Lease shall be deemed to have fully waived any rights to terinate this Agreement pursuant to this Section 13.1. Seller shall deliver to Buyer a true accepted and complete copy of each such new lease, renewal and extension agreement, if any, Promptly after approved by the execution and delivery thereofPurchaser.

New Leases. From After the date of that certain letter from Meridian dated June 16, 1997 and after executed by Prudential as of June 16, 1997 (the Effective Date"LETTER OF INTEREST"), Seller Prudential shall not, without BuyerMeridian's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or II-50 52 denied, with the reasons for such denial specified in reasonable detail, within three (3) business days after receipt by Buyer Meridian of the information referred to in the next sentence, enter into a new lease for space in the Property any Facility 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 Prudential shall furnish Buyer Meridian with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer Meridian to make informed decisions with respect to the advisability of the proposed action. If Buyer Meridian fails to object in writing to any such proposed new lease, renewal or extension, as the case may be, within three (3) business days after receipt of the aforementioned information, Buyer Meridian shall be deemed to have approved the proposed new lease, renewal or extension, as the case may be. If Buyer Meridian rejects the proposed action, Seller Prudential nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Seller Prudential shall promptly advise Buyer Meridian of the same. The foregoing notwithstanding, in the event Buyer Meridian has rejected the proposed action but Seller Prudential nonetheless proceeds to effect it, Buyer Meridian shall have the right, within three (3) business days after receipt of SellerPrudential's notice that Seller Prudential has taken such action, to elect to terminate this Agreement by the delivery to Seller Prudential of a written notice of termination, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer Meridian fails to notify Seller Prudential within such time period, Buyer Meridian shall be deemed to have fully waived any rights to terinate terminate this Agreement pursuant to this Section 13.1. Seller Prudential shall deliver to Buyer Meridian a true and complete copy of each such new lease, renewal and extension agreement, if any, Promptly promptly after the execution and delivery thereof.

New Leases. From After the date of that certain letter from Meridian dated June 16, 1997 and after executed by Prudential as of June 16, 1997 (the Effective Date"LETTER OF INTEREST"), Seller Prudential shall not, without BuyerMeridian's prior written consent in each instance, which consent shall not be unreasonably withheld or delayed and shall be given or denied, with the reasons for such denial specified in reasonable detail, within three (3) business days after receipt by Buyer Meridian of the information referred to in the next sentence, enter into a new lease for space in the Property any Facility 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 Prudential shall furnish Buyer Meridian with all information regarding any proposed new leases, renewals and extensions reasonably necessary to enable Buyer Meridian to make informed decisions with respect to the advisability of the proposed action. If Buyer Meridian fails to object in writing to any such proposed new lease, renewal or extension, as the case may be, within three (3) business days after receipt of the aforementioned information, Buyer Meridian shall be deemed to have approved the proposed new lease, renewal or extension, as the case may be. If Buyer Meridian rejects the proposed action, Seller Prudential nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, and Seller Prudential shall promptly advise Buyer Meridian of the same. The foregoing notwithstanding, in the event Buyer Meridian has rejected the proposed action but Seller Prudential nonetheless proceeds to effect it, Buyer Meridian shall have the right, within three (3) business days after receipt of SellerPrudential's notice that Seller Prudential has taken such action, to elect to terminate this Agreement by the delivery to Seller Prudential of a written notice of termination, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer fails to notify Seller within such time period, Buyer shall be deemed to have fully waived any rights to terinate this Agreement pursuant to this Section 13.1. Seller shall deliver to Buyer a true and complete copy of each such new lease, renewal and extension agreement, if any, Promptly after the execution and delivery thereof.herein

New Leases. From Except for New Leases presented to Purchaser by Seller as hereafter provided, Purchaser and after its successors, during the Effective DateEarn-Out Period, Seller shall notnot enter into 34 any lease, tenancy, occupancy agreement, rental agreement, option, license or concession for space in the Project (collectively, "Rental Undertaking"), without Buyerfirst obtaining Seller's prior written consent in each instanceconsent, which consent shall not be unreasonably withheld or delayed and delayed. If Seller consents as aforesaid to a Rental Undertaking, such approved Rental Undertaking shall be given or denied, with deemed a New Lease. During the reasons for such denial specified in reasonable detail, within three (3) business days after receipt by Buyer period commencing on the date hereof and ending on the expiration of the information referred Earn-Out Period, Seller shall have the exclusive right to negotiate prospective New Leases, except in the next sentenceinstance of Rental Undertakings to which Seller has consented as aforesaid. Purchaser agrees to bind its successors, enter into a new lease for space in the Property or renew or extend any Lease (except pursuant assigns and their successors and assigns to the exercise by a tenant provisions of a renewal, extension or expansion option contained in such tenant's Lease)this Paragraph 13.04. Seller shall furnish Buyer keep Purchaser reasonably advised of the terms, provisions and conditions of such prospective New Leases as well as the identity of and the available financial information pertaining to the lessee ("Prospect") of a proposed New Lease. Purchaser agrees to reasonably cooperate with all information regarding and advise Seller whether the credit worthiness of the Prospect is acceptable to Purchaser and of those terms, provisions and conditions proposed for prospective New Leases that Purchaser approves or disapproves. Purchaser agrees not to unreasonably withhold or delay its consent and approval of the credit worthiness of the Prospect or of such terms, provisions and conditions, provided the same are reasonably consistent with the Leases and New Leases (or does not violate any proposed new leases, renewals and extensions reasonably necessary to enable Buyer to make informed decisions with provision thereof) in respect to (i) rental rates and proposed Tenant Inducements for comparable space within the advisability Project for Prospects of comparable net worth, (ii) duration of lease term, and (iii) exclusive uses proposed for the proposed actionProspect. If Buyer fails Under the provisions of a New Lease, (i) for the period prior to object in writing to any such proposed new leasethe Closing Date, renewal or extension, as the case may be, within three (3) business days after receipt of the aforementioned information, Buyer Seller shall be deemed to have approved the proposed new leaselandlord thereof, renewal or extensionand (ii) for the Earn-Out Period, as Purchaser shall be the case may be. If Buyer rejects the proposed action, Seller nevertheless retains full right, power and authority to execute such documents as are necessary to effect such action, landlord thereof and Seller shall promptly advise Buyer be a party thereto, as contractor, for the limited purpose of performing the sameNew Lease Obligations (as hereinafter defined). The foregoing notwithstanding, in the event Buyer has rejected the proposed action but Seller nonetheless proceeds to effect it, Buyer shall have the right, within three (3) business days after receipt of Seller's notice that Seller has taken such action, to elect to terminate this Agreement by the delivery to Seller When and as a final draft of a written notice of terminationNew Lease is prepared, in which case the Deposit shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder other than any arising under any section herein which expressly provides that it shall survive the termination of this Agreement. If Buyer fails to notify Seller within such time period, Buyer shall be deemed to have fully waived any rights to terinate this Agreement pursuant to this Section 13.1. Seller shall deliver to Buyer a true and complete copy thereof to Purchaser along with all financial information pertaining to the Prospect that is in Seller's possession or under its control that was not theretofore delivered to Purchaser. Purchaser shall advise Seller, in writing, within ten (10) business days after Purchaser's receipt of each the draft New Lease, whether Purchaser approves or disapproves the same. If Purchaser notifies Seller as aforesaid of Purchaser's disapproval of a draft New Lease ("Disapproved Lease"), such new leasenotice shall set forth, renewal in reasonable particularity, the reasons for Purchaser's disapproval. If Purchaser fails to so notify Seller of whether the draft New Lease is approved or disapproved as aforesaid, it shall act as notice to Seller that Purchaser has approved the same. When a prospective New Lease has been approved or is deemed to have been approved, (i) in the instance of prospective New Leases to be executed prior to the Closing, Seller shall execute the same as landlord thereunder, and extension agreement(ii) in the instance of prospective New Leases to be executed during the Earn-Out Period, Seller shall promptly thereafter deliver execution originals of the same to Purchaser that have been executed by the subject Prospect, as the New Tenant, and by the Seller and/or Contractor in respect to the New Lease Obligations. Within five (5) business days following Purchaser's receipt of execution originals as aforesaid in 29 35 clause (ii), Purchaser shall execute and return the same to Seller. If Purchaser fails to return, when required, said originals executed by Purchaser as aforesaid, such New Lease ("Unsigned Lease") shall automatically be deemed a New Lease that is fully executed during the Earn-Out Segment (as hereinafter defined) in which Seller delivered it to Purchaser for execution, and shall be deemed a Qualified Lease and the Earn-Out Conditions in respect thereto satisfied on the sixth (6th) business day after it was delivered to Purchaser, notwithstanding the provisions of Paragraph 13.01(xi) hereof. As a result, subject to the provisions of the next sentence, Purchaser shall pay to Seller, on the twenty-fifth (25th) day of the month first occurring thereafter, the Earn-Out Payment computed in respect to such Unsigned Lease. However, in the event, after the date an Unsigned Lease became a Qualified Lease as aforesaid and prior to the date the Prospect thereof withdraws its signature thereto, Purchaser executes and returns to Seller such Unsigned Lease, Seller agrees to be bound by and to perform the New Lease Obligations for such Unsigned Lease. In the event, at any time prior to the date that is three (3) months subsequent to the expiration date of the Earn-Out Segment in which there was a Disapproved Lease, Purchaser (or its successors or assigns) enters into any Rental Undertaking with the Prospect of such Disapproved Lease, such Rental Undertaking shall automatically, notwithstanding the provisions of Paragraph 13.01(xi) hereof, be deemed to be a Qualified Lease, and Purchaser shall pay to Seller, on the twenty-fifth (25th) day of the month first occurring after such Rental Undertaking was signed by Purchaser, an amount equal to (a) the Earn-Out Payment computed in respect to the provisions of such Rental Undertaking as a Qualified Lease, minus (b) the Footage Payment, if any, Promptly after that was previously paid by Purchaser in respect to the execution portion of the Project that is the subject of such Rental Undertaking, minus (c) the costs incurred by Purchaser to unrelated third parties for the construction and delivery thereofcompletion of tenant improvements and broker's commissions for the subject Rental Undertaking, but in an amount, in either instance, not greater than the cost of those tenant improvements and Commissions provided in the Disapproved Lease, and minus (d) any unsatisfied right of offset afforded Purchaser pursuant to Paragraphs 5.04, 9.03, 14.06, 14.07 and 16.01 hereof. The obligations of Purchaser under the provisions of this grammatical paragraph shall survive the Closing and the later expiration of the Earn-Out Period.