Operation of the Property Prior to Closing. Prior to Closing: (a) Seller shall operate, manage and maintain the Property in a reasonable, professional and prudent manner, and keep the same in its current condition at all times. Without expense to Buyer, Seller shall make all repairs and replacements (structural and non-structural, ordinary and extraordinary), or cause the tenants under the Leases to make all repairs and replacements if required by the terms of the Leases, so that the Property is maintained in its present condition, reasonable wear and tear excepted. (b) Upon reasonable notice, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys of the Property, including, but not limited to, all activities necessary to satisfy the contingencies set forth in this Section 6 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property. Buyer shall have the right, at Buyer’s expense, to make copies of all such books and records, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records if Closing does not occur under this Agreement. Buyer shall not interfere unreasonably with the operation of the Property and shall restore any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer hereby agrees to indemnify and hold harmless Seller (and her Seller’s representatives, successors and assigns) from and against any and all claims, liens, demands, personal injury, property damage, loss or liability of any nature whatsoever arising from or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination of this Agreement. (c) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Property by which Seller is bound. (d) Seller shall promptly notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any permit or agreement affecting the Property, or any portion or portions thereof. (e) No contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium. (f) Except with the prior written consent of Buyer, Seller shall not enter into any new leases for any portion of the Property. Any new lease shall be on a form of lease supplied to Seller by Buyer. In the event Buyer approves any new leases, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and guarantor(s) thereunder as required hereunder for the Leases and otherwise shall comply, as to such new leases and new guarantees, with the terms of this Agreement relating to the Leases and the Guarantees. Further, except with the prior written consent of Buyer, 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 (1) month in advance or accelerate the rent due to any tenant default under any of the Leases. (g) From the Effective Date until Closing, Seller shall maintain the Contract Rights, Records and Plans, Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereof. Seller shall not enter into any new contracts or agreements relating to the Property without Buyer’s prior written consent.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
Operation of the Property Prior to Closing. Prior to Closing:
(a) Seller shall operate, manage and maintain the Property in a reasonable, professional and prudent manner, and keep the same in its current condition at all times. Without expense to Buyer, Seller shall make all repairs and replacements (structural and non-structural, ordinary and extraordinary), or cause the tenants under the Leases to make all repairs and replacements if required by the terms of the Leases, so that the Property is maintained in its present condition, reasonable wear and tear excepted.
(b) Upon reasonable notice, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys of the Property, including, but not limited to, all activities necessary to satisfy the contingencies set forth in this Section 6 16 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property. Buyer shall have the right, at Buyer’s expense, to make copies of all such books and records, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records if Closing does not occur under this Agreement. Buyer shall not interfere unreasonably with the operation of the Property and shall restore any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer hereby agrees to indemnify and hold harmless Seller (and her Seller’s representatives, successors and assigns) from and against any and all claims, liens, demands, personal injury, property damage, loss or liability of any nature whatsoever arising from or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination of this Agreement.
(cb) Seller shall comply with all of the obligations of Seller, as landlord under the Leases Facility Lease, and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(dc) Seller shall promptly notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases Facility Lease, the Ground Lease, or any permit or agreement affecting the Property, or any portion or portions thereof.
(ed) No contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium.
(fe) Except with the prior written consent of Buyer, Seller shall not enter into any new leases for any portion of the Property. Any new lease shall be on a form of lease supplied to Seller by Buyer. In the event Buyer approves any new leases, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and guarantor(s) thereunder as required hereunder for the Leases and otherwise shall comply, as to such new leases and new guarantees, with the terms of this Agreement relating to the Leases and the Guarantees. Further, except with the prior written consent of Buyer, Seller shall not amend, modify, extend, terminate, and accept surrender of, or permit any assignments or subleases of, any of the Leases nor Facility Lease or the Ground Lease. Seller shall not accept any rental more than one (1) month in advance or accelerate the rent due to any tenant default under the Facility Lease; provided, however, Seller may enforce all rights and remedies under the Facility Lease, including drawing on any letter of credit if KPHD defaults under the LeasesFacility Lease.
(gf) From the Effective Date until Closing, Seller shall maintain the Contract Rights, Records and Plans, Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereof, except in the ordinary course of business as part of the construction of the Improvements. Seller shall provide Buyer with copies of any notices it is required to provide to KPHD under the Facility Lease and Seller shall also provide Buyer with copies of any notices it is required to provide any lender who is providing construction financing for the construction of the MOB. Seller shall not enter into any new contracts or agreements relating to the Property without Buyer’s prior written consent, unless such agreements are pursuant to the Facility Lease or necessarily required thereunder.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
Operation of the Property Prior to Closing. Prior to Closing:
(a) Seller shall operate, manage and maintain the Property in a reasonable, professional and prudent manner, and keep the same in its current good condition at all times. Without expense to Buyer, Seller shall make all repairs and replacements (structural and non-structural, ordinary and extraordinary), or cause the tenants under the Leases to make all repairs and replacements if required by the terms of the Leases, ) so that the Property is maintained in its present condition, reasonable wear and tear excepted.
(b) Upon reasonable prior notice, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys of the Property, including, but not limited to, all activities necessary to satisfy the contingencies set forth in this Section 6 14 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property (but not the medical and health care operations within the Property). Buyer shall have the right, at Buyer’s expense, to make copies of all such books and recordsrecords directly relating to the Property, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records if Closing does not occur under this Agreement. Buyer shall not interfere unreasonably with the operation of the Property and shall restore any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer hereby agrees to indemnify and hold harmless Seller (and her Seller’s representatives, successors and assigns) from and against any and all claims, liens, demands, personal injury, property damage, loss or liability of any nature whatsoever arising from or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination of this Agreement.
(c) Seller shall comply with all of the obligations of landlord under the Leases leases and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(d) Seller shall promptly notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases leases or any permit or agreement affecting the Property, or any portion or portions thereof.
(e) No After the Effective date and through the Closing, no contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium.
(f) Except with the prior written consent of Buyer, Seller shall not enter into any new leases or subleases for any portion of the Property. Any new lease shall be on a form of lease supplied to Seller by Property without Buyer. In the event Buyer approves any new leases, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and guarantor(s) thereunder as required hereunder for the Leases and otherwise shall comply, as to such new leases and new guarantees, with the terms of this Agreement relating to the Leases and the Guarantees. Further, except with the ’s prior written consent of Buyerconsent, 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 (1) month in advance or accelerate the rent due to any tenant default under any of the Leasesbe unreasonably withheld.
(g) From the Effective Date until Closing, Seller shall maintain the Contract Rights, Records and Plans, Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereof. Seller shall not enter into any new contracts or agreements relating to the Property without Buyer’s prior written consent.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
Operation of the Property Prior to Closing. Prior (a) From the date of this Agreement to Closingthe Closing Date, Seller shall:
(ai) Seller shall operate, manage continue to maintain and maintain operate the Property in a reasonable, professional and prudent manner, accordance with Seller’s past practices;
(ii) maintain and keep in full force and effect insurance on the same Property in its current condition at amounts currently in effect; and
(iii) comply with the terms and provisions of all times. Without expense existing Tenant Leases and Service Contracts in all material respects;
(iv) deliver written notice to BuyerBuyer of any defaults under the Tenant Leases which are known (or become known) to Seller;
(v) deliver to Buyer any written notice received by Seller relating to the Property from any governmental authority, insurance carrier or tenant;
(vi) not make any material alterations to the Property without the prior written consent of Buyer other than as required under the Tenant Leases or by law (and, in the event any such alterations are so required, Seller shall make promptly notify Buyer prior to the commencement thereof);
(vii) not enter into any contract or agreement regarding the sale, financing or other disposition of all repairs and replacements (structural and non-structural, ordinary and extraordinary)or any part of, or cause any interest in, the tenants under Property or authorize any broker, agent or other party to do so on its behalf;
(viii) not sell, assign, or convey any right, title or interest whatsoever in or to the Leases Property, or create or permit to make exist any lien, encumbrance, or charge thereon (other than the Permitted Exceptions);
(ix) update all repairs documents delivered, or made available, to Buyer pursuant to this Agreement from time to time, as appropriate and replacements if required by provide Buyer with copies of such updates; and
(x) not knowingly take or omit to take any action that would have the terms effect of violating any of the Leasesrepresentations, so that the Property is maintained warranties, covenants, and agreements of Seller contained in its present condition, reasonable wear and tear exceptedthis Agreement.
(b) Upon reasonable notice, Buyer, its accountants, architects, attorneys, engineers, contractors During the period between the date of execution of this Agreement and other representatives shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys end of the PropertyDue Diligence Period, including, but Seller will not limited to, all activities necessary to satisfy the contingencies set forth in this Section 6 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property. Buyer shall have the right, at Buyer’s expense, to make copies of all such books and records, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records if Closing does not occur under this Agreement. Buyer shall not interfere unreasonably with the operation of the Property and shall restore enter into any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer hereby agrees to indemnify and hold harmless Seller (and her Seller’s representatives, successors and assigns) from and against any and all claims, liens, demands, personal injury, property damage, loss new Tenant Lease or liability of any nature whatsoever arising from or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination of this Agreement.
(c) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements occupancy agreement affecting the Property by which Seller is bound.
(d) Seller shall promptly notify Buyer of Seller’s receipt of collectively, “New Lease”), or modify or amend in any notice from any party alleging that Seller is in default of its obligations under material respect, or terminate, any of the Leases or existing Tenant Leases, without Buyer’s prior written consent in each instance, which consent shall not be unreasonably withheld. After the end of the Due Diligence Period, Seller shall not enter into any permit or agreement affecting the PropertyNew Lease, or modify or amend in any portion material respect, or portions thereof.
(e) No contract for or on behalf terminate, any of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Closing existing Tenant Leases, without charge, cost, penalty or premium.
(f) Except with the prior written consent of Buyer, which may be withheld in Buyer’s sole and absolute discretion. Buyer shall advise Seller, in writing, whether Buyer approves or disapproves any proposed New Lease or any such proposed modification, amendment or termination, within one (1) business day after Buyer’s receipt of Seller’s written request therefor, each of which requests shall be accompanied by (i) a term sheet describing the material terms of the proposed transaction, and (ii) appropriate financial information on the applicable tenant and such other information as Buyer may reasonably require. If Buyer fails to notify Seller within such one (1) business day period, Buyer shall be deemed to have disapproved the proposed transaction. Notwithstanding the foregoing, prior to executing any such New Lease or any modification, amendment or termination of any existing Lease, Seller shall provide Buyer with copies of the execution versions thereof, and in the event such New Lease, modification, amendment or termination varies in any material respect from the terms identified in the term sheet previously provided to and approved by Buyer, Buyer shall again have the right to approve such New Lease, modification, amendment or termination and shall advise Seller, in writing, of Buyer approval or disapproval, within three (3) business day after Buyer’s receipt of such execution versions thereof.
(c) If Buyer timely disapproves of any proposed New Lease or any proposed modification, amendment or termination of an existing Tenant Lease, (x) prior to the expiration of the Due Diligence Period, Seller may nevertheless enter into such transaction (provided, however, Buyer shall have no responsibility or liability for any free rent, tenant improvement allowances, brokerage commissions or other costs and expenses arising out of or in connection therewith, and Seller shall be solely liable therefor), or (y) after the expiration of the Due Diligence Period, Seller shall not enter into such New Lease. As of Closing, Buyer shall assume and be responsible for (and to the extent previously paid by Seller, reimburse Seller on the date of Closing for) any new leases and all tenant improvement allowances, brokerage commissions and out-of- pocket costs and expenses actually paid or incurred by Seller arising out of or in connection with only those New Leases approved (or deemed approved) by Buyer and entered into by Seller pursuant to the foregoing provisions of subsection 7(b) and this subsection (c). Seller shall pay or provide an appropriate credit to Buyer at Closing for all other free rent, tenant improvement allowances, brokerage commissions and out-of-pocket costs and expenses (i) arising under New Leases or modification or amendments of existing Tenant Leases not approved by Buyer as provided in clause (x) above, and (ii) which are due and payable under any portion Tenant Leases existing as of the Property. Any new lease shall be on a form of lease supplied to Seller by Buyer. In date hereof.
(d) After the event Buyer approves any new leasesdate hereof, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and guarantor(s) thereunder as required hereunder for the Leases and otherwise shall complynot, as to such new leases and new guarantees, with the terms of this Agreement relating to the Leases and the Guarantees. Further, except with the without Buyer’s prior written consent of Buyer, Seller in each instance (which consent shall not amendbe unreasonably withheld, extendconditioned or delayed), terminate, accept surrender of, or permit any assignments or subleases of, any of the Leases nor accept any rental more than one (1) month in advance or accelerate the rent due to any tenant default under any of the Leases.
(g) From the Effective Date until Closing, Seller shall maintain the Contract Rights, Records and Plans, Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereof. Seller shall not enter into any new contracts Service Contracts affecting the Property, except for agreements which are terminable on or prior to Closing, which agreements relating shall be terminated by Seller on or before Closing. Buyer shall advise Seller in writing whether Buyer approves or disapproves any such new agreements, modifications or terminations requiring its approval within three (3) business days after Buyer’s receipt of the proposed document. If Buyer fails to notify Seller within such period, Buyer shall be deemed to have approved the proposed document. All new Service Contracts approved or deemed approved by Buyer under this subsection (d), as well as any existing Service Contract which Buyer does not elect to have Seller terminate at Closing as hereinafter provided, shall be assigned to and assumed by Buyer upon Closing pursuant to the Assignment of Service Contracts and Intangible Property without Buyer’s (as hereinafter defined). On or prior written consentto the last day of the Due Diligence Period, Buyer shall advise Seller in writing of any existing Service Contracts which Buyer requires Seller to terminate at Closing, and Seller shall terminate all such designated Service Contracts effective as of the Closing Date, and all termination fees or other expenses required in connection therewith shall be paid by Seller at or prior to Closing.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
Operation of the Property Prior to Closing. Prior to Closing:
(a) Seller shall operate, manage and maintain the Property in a reasonable, professional and prudent manner, and keep the same in its current good condition at all times. Without expense to Buyer, Seller shall make all repairs and replacements (structural and non-structural, ordinary and extraordinary), or cause the tenants under the Leases to make all repairs and replacements if required by the terms of the Leases, ) so that the Property is maintained in its present condition, reasonable wear and tear excepted.
(b) Upon reasonable noticenotice to Seller, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives (the “Buyer Parties”) shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys of the Property, including, but not limited to, all activities necessary to satisfy the contingencies rights and privileges set forth in this Section 6 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property. Buyer shall have the right, at Buyer’s expense, to make copies of all such books and records, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records if Closing does not occur under this Agreement, and regardless of whether the Closing occurs, all such books and records (including all information contained therein) shall not be disclosed by any of the Buyer Parties, and shall be maintained as confidential in accordance with the provisions of this Agreement. Buyer shall not interfere unreasonably with the operation of the Property and shall restore any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. All such surveys, inspections and tests shall be undertaken solely at Buyer’s expense and only in such manner as to cause no damage or injury to the Property. All such surveys, inspections and tests shall be non-destructive in nature and specifically may not include any physically intrusive testing (a Phase II environmental is considered a physically intrusive test) without the prior written consent of Seller, which consent shall not be unreasonably withheld. Buyer hereby agrees to shall indemnify and hold Seller and the Property harmless Seller (and her Seller’s representatives, successors and assigns) from and against any and all claimsdamages incurred through the exercise of such privilege of inspection and examination by, liens, demands, personal injury, property damage, loss on behalf of or liability at the direction of Buyer. The foregoing indemnity by Buyer will survive any nature whatsoever arising from termination or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination expiration of this Agreement.
(c) Seller shall comply with all of the obligations of landlord under the Leases and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(d) Seller shall promptly notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases or any permit or agreement affecting the Property, or any portion or portions thereof.
(e) No contract for or on behalf of or affecting the Property shall be negotiated or entered into (i) which cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium., or (ii) without Buyer’s prior written consent. In accordance with Section 5(i) above, Seller shall not agree to (nor enter into) any new lease or any modification of any existing lease without the prior approval of Buyer, which approval shall not be unreasonably withheld, conditioned or delayed. Buyer agrees to respond timely and agree or not agree to any such request for approval by Seller prior to Closing
(f) Except with the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, Seller shall not enter into any new leases for any portion of the Property. Any new lease shall be on a form of lease supplied to Seller by Buyer. In the event Buyer approves any new leases, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and guarantor(s) thereunder as required hereunder for the Leases and otherwise shall comply, as to such new leases and new guaranteesguaranties, with the terms of this Agreement relating to the Leases and the GuaranteesGuaranties. Further, except with the prior written consent of Buyer, 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 (1) month in advance or accelerate the rent due to any tenant default under any of the Leases. In conjunction with the foregoing, Seller will continue to negotiate lease renewals and new leases for the Property in the ordinary course from the Effective Date and prior to Closing but will seek from Buyer, and Buyer shall provide, instructions as to the terms of such lease negotiations, and Buyer shall pay all transaction costs associated with such lease renewals and new leases, including without limitation leasing commissions, tenant improvement allowances and reimbursements, and any building modification costs.
(g) From the Effective Date until Closing, Seller shall maintain the Contract Rights, Records and Plans, Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereof. Seller shall not enter into any new contracts or agreements relating to the Property without Buyer’s prior written consent.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
Operation of the Property Prior to Closing. Prior to Closing:
(a) Seller shall operate, manage and maintain the Property in a reasonable, professional and prudent manner, and keep the same in its current good condition at all times. Without expense to Buyer, Seller shall make all repairs and replacements (structural and non-structural, ordinary and extraordinary), or cause the tenants under the Leases to make all repairs and replacements if required by the terms of the Leases, ) so that the Property is maintained in its present condition, reasonable wear and tear excepted.
(b) Upon reasonable notice, Buyer, its accountants, architects, attorneys, engineers, contractors and other representatives shall be afforded access to: (i) the Property to inspect, measure, appraise, test and make surveys of the Property, including, but not limited to, all activities necessary to satisfy the contingencies set forth in this Section 6 and elsewhere in this Agreement; and (ii) all books, records and files relating to the Property. Buyer shall have the right, at Buyer’s expense, to make copies of all such books and records, including, without limitation, all books and records relating to increases in real estate taxes, building and operations maintenance costs; provided, however, that Buyer shall return all copies of such books and records and results of its inspections and investigations if Closing does not occur under this Agreement, except that Buyer may retain copies of any such materials as may be required by law. Buyer shall not interfere unreasonably with the operation of the Property and Property, shall restore any area on the Property disturbed in the course of Buyer’s testing to the conditions existing prior to any tests conducted by Buyer. Buyer hereby agrees to and shall indemnify Seller for any loss, cost or expense (including legal costs and hold harmless Seller (expenses) in connection with all access, investigation and her Seller’s representatives, successors and assigns) from and against any and all claims, liens, demands, personal injury, property damage, loss or liability of any nature whatsoever arising from or incident to Buyer’s (or its agents, representatives’ or contractors’) entry or entries onto the Property or activities upon the Property. This indemnity shall survive the closing or earlier termination of inspection permitted by this Agreement.
(c) Seller shall comply with all of the obligations of landlord under the Leases Contracts and all other agreements and contractual arrangements affecting the Property by which Seller is bound.
(d) Seller shall promptly notify Buyer of Seller’s receipt of any notice from any party alleging that Seller is in default of its obligations under any of the Leases Contracts or any permit or agreement affecting the Property, or any portion or portions thereof.
(e) No contract for or on behalf of or affecting the Property shall be negotiated or entered into which cannot be terminated by Seller prior to Closing without charge, cost, penalty or premium.
(f) Except with the prior written consent of Buyer, Seller shall not enter into any new leases for any portion of the PropertyProperty other than subleases permitted by the terms of this Agreement (“new leases”). Any new lease shall be on a form of lease supplied to Seller by Buyer. In the event Buyer approves any new leases, Seller shall deliver to Buyer an Estoppel Certificate from the tenant(s) and guarantor(s) thereunder as required hereunder for the Leases new leases and otherwise shall comply, as to such new leases and new guarantees, with the terms of this Agreement relating to the Leases Contracts and the Guarantees. Further, except with the prior written consent of Buyer, 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 (1) month in advance or accelerate the rent due to any tenant default under any of the Leases.
(g) From the Effective Date until Closing, Seller shall maintain the Contract Rights, Records and Plans, Guarantees and Warranties, and Licenses and Permits in full force and effect as applicable and shall not terminate, modify or waive any provision thereofthereof except as permitted by this Agreement. Seller shall not enter into any new contracts or agreements relating to the Property without Buyer’s prior written consentconsent except as permitted by this Agreement.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (Physicians Realty Trust)
