Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the Xxxxxxx Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amounts.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s 's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s 's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s 's right to review in advance Seller’s 's proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s 's approval of each New Lease or Modification shall also constitute Buyer’s 's agreement to pay its prorata share of all reasonable leasing commissionscommissions and charges, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s 's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s 's receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the Xxxxxxx Exxxxxx Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Lease or Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth Seller shall have the right to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated on Exhibit 12or before the Closing Date. Without limiting the foregoing, Seller shall pay and be solely responsible for all outstanding leasing commissions, if anytenant improvement/capital improvement costs, related to the Existing Leases, and the cost of as well as any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “"free rent” periods " under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior Existing Leases which is applicable to Closingthe period following the Closing Date (collectively, the "Existing Tenant Inducement Costs") (and Buyer shall receive be provided a credit against at Closing on account thereof), unless such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part of the Purchase Price for such unpaid amounts180-page offering memorandum prepared by CBRE.

Operations Pending Closing. SellerUntil the closing and subject to Purchaser's indemnification under Section 4.B. above, Seller shall have the full responsibility and the entire liability for any and all damages or injury of any kind whatsoever to the Property. If, prior to the closing, fifty per cent (50%) or more of the Property is damaged or destroyed ("Major Casualty"), or, if the Property shall be the subject of an action in eminent domain or a proposed taking by a governmental authority, whether temporary or permanent, Purchaser, at its expensesole discretion, shall use reasonable efforts have the right to operate terminate this Agreement upon written notice to Seller without liability on its part in which event all Xxxxxxx Money shall be refunded to Purchaser. If (a) Purchaser does not exercise its right of termination in the Property event of a Major Casualty or a taking as described above, or (b) in the event of a casualty which is not a Major Casualty, then any and all insurance proceeds not to exceed the Purchase Price arising out of such damage or destruction, or compensation of awards arising out of any such eminent domain or taking, shall be assigned to or paid over to the Purchaser on the Closing Date. Seller agrees to keep in full force and effect pending the closing hereunder, (i) fire and casualty insurance for the values currently in force for the Property, and (ii) liability insurance in customary amounts for property similar to the Property. From the Effective Date until the Closing Date or until the earlier termination of this Agreement, whichever is earlierSeller shall not do, in accordance with Seller’s past practices. For purposes suffer or permit or agree to do any of this Agreementthe following: (ia) the term “Existing Leases” shall mean each of the leases of space then enter into any transaction in effect respect to or affecting the Property as outside of the Contract Dateordinary course of business; (iib) sell, encumber or grant any interest in the term “New Leases” shall mean Property or any part thereof in any form or manner whatsoever, or otherwise perform or permit any act which will diminish or otherwise affect Purchaser's interest under this Agreement or in the Property or which will prevent or inhibit Seller's performance of its obligations hereunder; or (c) enter into any lease of space affecting or other agreement with respect to the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renewmodify, extend or cancel; providedotherwise amend any current lease or agreement, howeverexcept with Purchaser's express written consent, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, which may be withheld in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the Xxxxxxx Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its Purchaser's reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amounts.

Operations Pending Closing. The Seller and the Members agree to conduct and operate the Business prior to the Closing in all respects as the Business has been conducted heretofore and agree, pending the Closing, not to make any material changes in the Seller's Business or working force or the terms and conditions of its working force, except such changes as are necessary for the proper conduct of the Business. The Seller and the Members agree to make no increase in the compensation payable or to become payable to any employee, agent or independent contractor of the Seller, at nor to make any bonus payment or arrangement to or with any employee, agent, or independent contractor of the Seller during the time between the execution of this Agreement and the Closing, except as currently in effect or in the ordinary conduct of its expensebusiness consistent with prior practice. No contract or commitment shall be entered into by or on behalf of the Seller which extends beyond the date of the Closing, except normal commitments necessary for the ordinary operation of the Business, unless such extraordinary commitments are first approved by the Buyer in writing. During the period from the date hereof to the Closing, except as otherwise expressly provided herein, the Seller shall operate its Business only in the ordinary course of business. The Seller shall use its reasonable best efforts to operate preserve intact the Property until present organization of the Closing Date or until Business, keep available the termination services of this Agreementthe present officers and employees of the Business and preserve relationships with customers, whichever is earliersuppliers, in accordance licensors, licensees, contractors, distributors and others having business dealings with Seller’s past practicesthe Business. For purposes Without limiting the generality of this Agreementthe foregoing, from the date hereof the Seller shall not, without the prior written consent of the Buyer to the extent related to the Business: (i) sell, lease, encumber, transfer or dispose of any assets or rights or acquire any assets or rights which would be included in the term “Existing Leases” shall mean each Assets, unless in the ordinary course of the leases of space then in effect or affecting the Property as of the Contract Date; business, (ii) fail to collect any accounts receivables or fail to pay any accounts payable, other than in the term “New Leases” shall mean any lease ordinary course of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and business, (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations any material commitment or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days transaction unless in the lease term ordinary course of such Lease and business, (iv) permit any Asset to suffer any liability thereupon, (v) enter into or offer to enter into any employment or consulting agreement with any person outside the numerator ordinary course of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissionsbusiness, tenant improvement costs, capital improvement costs or provisions of free rent are paid unless terminable at will by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share , (vi) make any capital expenditures outside the ordinary course of such costs and amounts business, (vii) enter into, amend or terminate any material contract, except in connection with the New Lease or Modification approved by Buyer andordinary course of business, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and (viii) enter into any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, transaction or any proposed termination by Seller contract with any affiliate, other than transactions on arm's -length terms in the ordinary course of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transactionbusiness, or (iiix) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the Xxxxxxx Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modificationauthorize, or lease termination. Ifcommit or agree to take, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to actions. At the time of the Closing, possession of the Assets shall be given to the Buyer shall receive a credit against as the Purchase Price for such unpaid amountssame existed on the date of the signing of the Letter of Intent (i.e., January 17, 2000), on the date of the signing of this Agreement and the date of Closing, and as were used by the Seller in the Business, delivered by the Seller to the Buyer in order that the Buyer may commence and continue the operation of the Business in an orderly manner with the least interruption and inconvenience possible.

Operations Pending Closing. SellerFrom and after the date hereof, at its expenseSeller shall continue to operate and maintain the Property between the date hereof and Settlement in the manner in which the same are currently being operated and maintained, but in no less than a commercially reasonable fashion, shall use maintain the Property in good condition and repair and will undertake reasonable commercial efforts to operate prevent any waste to the Property Property. From and after the date hereof until the Closing Date expiration of the Due Diligence Period, Seller shall advise and consult with Purchaser regarding any new lease, the modification or until amendment of any existing lease (including any extension thereof), or the termination of any existing lease, and shall provide Purchaser with complete copies of same, and Seller shall not apply any tenant’s Security Deposit held as of the date of this Agreement unless such tenant vacates or is no longer in possession of its premises as of Settlement. Seller acknowledges that Purchaser has advised it of that certain lease entered into for a portion of the Property to become effective at Closing, a copy of which is attached hereto as Exhibit P. From and after the Due Diligence Period and provided that Purchaser has not terminated this Agreement, whichever is earlierSeller agrees that it will not take any action which would in any way further encumber the Property, nor will it commence any action to dispossess or evict any tenant without prior consent of Purchaser or enter into any new leases or modifications of existing leases without the written consent of the Purchaser, or enter into any management or service contracts for the Property unless such contract(s) shall be fully cancelable or terminable prior to Settlement. Seller shall, from and after the date hereof perform and discharge all of its duties and obligations and shall otherwise comply with every covenant and agreement of the landlord or lessor under the leases. Furthermore, Seller shall, for the same period, use diligent and good faith efforts to cause the tenant under each lease to perform all of such tenant’s duties and obligations and otherwise to comply with each and even one of such tenant’s covenants and agreements under such lease and shall enforce the terms and provisions of each such lease. If there shall occur any material adverse change in the status of any lease prior to Settlement, Purchaser shall, in accordance addition to any other remedies it may be entitled to hereunder, have the right to terminate this Agreement and receive a complete refund of the deposits hereunder, together with Seller’s past practicesinterest accrued thereon. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the Xxxxxxx Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, term “material adverse change” shall mean a change which reduces the revenue derived from a lease by five percent (5%) or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amountsmore.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts Seller agrees to manage and operate the Property until in a prudent manner and in a manner consistent with existing practices, and to keep the Closing Date or until the termination of this AgreementProperty in good working order and repair (including all equipment, whichever is earliersuch as HVAC equipment, in accordance with Seller’s past practiceselevators, and similar equipment). For purposes of this AgreementSeller further agrees: (i) to maintain all usual and necessary business records pertaining to the term “Existing Property; (ii) to maintain the Property in its current condition and repair, subject to reasonable wear and tear; (iii) to maintain the existing property and casualty insurance on the Property, (iv) to perform all of its obligations under any existing licenses, permits, Tenant Leases” shall mean each , and Contracts (v) to not lease, rent or otherwise permit any person or persons to occupy any portion of the leases Property other than new Tenant Leases executed with the prior written approval of space then Buyer, not to be unreasonably withheld or delayed (vi) to not construct additional improvements on the Property without the approval of Buyer, not to be unreasonably withheld or delayed; and (vii) to not enter into any new Contracts without the approval of Buyer not to be unreasonably withheld or delayed. Without in effect any way limiting the foregoing, Seller agrees to maintain a sufficient inventory of supplies, materials, equipment and other personal property for the proper management, maintenance and operation of the Property. Seller further agrees not to defer significant maintenance unless specifically instructed to do so by Buyer. Seller shall not remove or affecting permit the removal of any Personal Property from the Property unless such items are replaced immediately with Personal Property of equal or greater value, without Buyer’s approval not to be unreasonably withheld or delayed. By no later than the 10th day prior to Closing, Seller shall provide Buyer with a new Rent Roll for the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease first day of space affecting such month, together with an income and expense statement for the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer’s right to review each New Lease or Modification in advance (excepting modifications embodying solely a tenant’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer’s right to review in advance Seller’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer’s approval of each New Lease or Modification shall also constitute Buyer’s agreement to pay its prorata share of all reasonable leasing commissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, prior month. The Rent Roll and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share income and expense statement shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided certified to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the Xxxxxxx Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Except only as set forth on Exhibit 12, Seller shall pay and be responsible for all leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvements and capital improvements to be constructed or installed for the tenant under any Existing Leases, and the value of any “free rent” periods under the Existing Leases, and to the extent any of the foregoing have not be paid by Seller at or prior to Closing, Buyer shall receive a credit against the Purchase Price for such unpaid amountsSeller.