Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. (a) After the Effective Date, without Buyer’s prior written consent, which may be provided by electronic mail, and which consent shall not to be unreasonably withheld, conditioned or delayed (provided, however, Buyer’s consent shall be deemed granted in the event Buyer does not object in writing thereto within five (5) business days after Seller requests such consent from Buyer), Seller shall not enter into any new Lease or any modification, amendment, restatement, termination, or renewal of any of the Leases except for letters of understanding, certificates, punch lists and other documents contemplated by the applicable Lease; provided, however, Seller may enter into such agreements if so required by a Lease (e.g. if a Tenant exercises a renewal option or expansion option). Seller shall promptly deliver a copy of any item described in the preceding sentence entered into or received by Seller following the Effective Date. Seller promptly shall deliver to Buyer a copy of any written notice of default given or received by Seller under any Lease from and after the Effective Date. (b) After the Effective Date, Seller shall have the right to enter into standard service, construction, materials and maintenance contracts necessary for operation and maintenance of a Project (e.g. landscaping, security, parking lot sweeping, garbage removal, etc.), so long as such contracts are either: (i) at competitive rates and terminable upon thirty (30) days’ notice, or (ii) remain Seller’s sole responsibility and are not assigned at Closing. Seller’s execution of such contracts shall not require Buyer’s prior consent, however, Seller shall provide a copy of each said contract to Buyer promptly after its full execution. At or before each Closing, Seller shall terminate, without cost to the Buyer, all existing property management agreements for the Projects relating thereto. (c) After the Effective Date, Seller also shall continue to maintain all casualty, liability and hazard insurance currently in effect with respect to the Projects to the extent such insurance is in place with respect to the Projects as of the Effective Date, or as required under the Leases.

Operations Pending Closing. 8.1 Seller, at its expense, shall use all reasonable and diligent efforts to maintain, repair and operate the Property until the Closing or sooner termination of this Agreement, substantially in its present condition and pursuant to Seller's normal course of business (such as maintenance and repair obligations but not including extraordinary capital expenditures or expenditures not incurred in such normal course of business, unless there is an emergency which necessitates such capital expenditure or it is necessary to comply with applicable leases or laws), subject to ordinary wear and tear, damage by fire or other casualty and condemnation. In addition, Seller shall deliver to Buyer a copy of any written notice of default delivered by Seller to or received from any Tenant from and after the Contract Date and any notices of violations from any applicable governmental authorities. 8.2 Prior to the Inspection Date, Seller may, (a) After the Effective Date, without Buyer’s 's consent, enter into any new service contract which shall be terminable without penalty within thirty (30) days after Closing or cancel, modify, extend, renew or permit the expiration of any existing Service Contracts which shall be terminable without penalty within thirty (30) days after Closing, or (b) subject to obtaining Buyer's prior written consentapproval, which may be provided by electronic mail, and which consent approval shall not to be unreasonably withheld, conditioned or delayed (provideddelayed, however, Buyer’s consent shall be deemed granted in the event Buyer does not object in writing thereto within five (5) business days after Seller requests such consent from Buyer), Seller shall not enter into any new Lease lease or any modification, amendment, restatement, termination, or renewal of any existing Lease or grant any waiver or consent under any Lease. Seller shall promptly deliver a copy of any item in (a) or (b) of the Leases preceding sentence entered into by Seller promptly after its execution thereof but at least three (3) Business Days prior to the Inspection Date. After the Inspection Date, Seller shall not enter into any of the following documents without Buyer's consent, which consent may be withheld in Buyer's sole discretion (provided, that Buyer's consent shall be deemed granted if Buyer does not object in writing within five (5) Business Days after Seller requests such consent from Buyer): (a) contract for service to the Property unless it is terminable without penalty on no more than thirty (30) days written notice (except that Seller may enter into any such contract in response to any condition or event which would endanger the safety or integrity of the Improvements, provided that Buyer shall have no obligation to assume any such contract unless Buyer approves of such contract in writing), or (b) any new lease or any modification, amendment, restatement, termination, renewal, consents or waivers of any Lease except for letters of understanding, certificates, punch lists and other documents contemplated by that either tenant or landlord is obligated to deliver pursuant to the applicable Lease; provided, however, Seller may enter into such agreements if so required by a Lease (e.g. if a Tenant exercises a renewal option or expansion option). Seller shall promptly deliver a copy of any item described in (a) or (b) of the preceding sentence entered into or received by Seller following the Effective Date. Seller promptly shall deliver to Buyer a copy of any written notice of default given or received by Seller under any Lease from and after the Effective Date. (b) After the Effective Date, Seller shall have the right to enter into standard service, construction, materials and maintenance contracts necessary for operation and maintenance of a Project (e.g. landscaping, security, parking lot sweeping, garbage removal, etc.), so long as such contracts are either: (i) at competitive rates and terminable upon thirty (30) days’ notice, or (ii) remain Seller’s sole responsibility and are not assigned at Closing. Seller’s its execution of such contracts shall not require Buyer’s prior consent, however, Seller shall provide a copy of each said contract to Buyer promptly after its full execution. At or before each Closing, Seller shall terminate, without cost to the Buyer, all existing property management agreements for the Projects relating theretosame. (c) After the Effective Date, Seller also shall continue to maintain all casualty, liability and hazard insurance currently in effect with respect to the Projects to the extent such insurance is in place with respect to the Projects as of the Effective Date, or as required under the Leases.

Operations Pending Closing. (a) After the Effective Date, without Buyer’s prior written consent, which may be provided by electronic mail, and which consent shall not to be unreasonably withheld, conditioned or delayed (provided, however, Buyer’s consent shall be deemed granted in the event Buyer does not object in writing thereto within five (5) business days after Seller requests such consent from Buyer), Seller the Subsidiaries shall not enter into any new Lease or any modification, amendment, restatement, termination, or renewal of any of the Leases except for letters of understanding, certificates, punch lists and other documents contemplated by the applicable Lease; provided, however, Seller the Subsidiaries may enter into such agreements if so required by a Lease (e.g. if a Tenant exercises a renewal option or expansion option). Seller shall promptly deliver a copy of any item described in the preceding sentence entered into or received by Seller (in its capacity as Managing Member of Duke/Hulfish) following the Effective Date. Seller promptly shall deliver to Buyer a copy of any written notice of default given or received by Seller or any Subsidiary under any Lease from and after the Effective Date. (b) After the Effective Date, Seller shall have the right to Subsidiaries may enter into standard service, construction, materials and maintenance contracts necessary for operation and maintenance of a Project (e.g. landscaping, security, parking lot sweeping, garbage removal, etc.), so long as such contracts are either: (i) at competitive rates and terminable upon thirty (30) days’ notice, or (ii) remain Seller’s sole responsibility and are not assigned at Closing. Seller’s The execution of such contracts shall not require Buyer’s prior consent, however, Seller shall provide a copy of each said contract to Buyer promptly after its full execution. At or before each Closing, Seller shall terminate, without cost to the Buyer, all existing property management agreements for the Projects relating thereto. (c) After the Effective Date, Seller also shall cause Duke/Hulfish to continue to maintain all casualty, liability and hazard insurance currently in effect with respect to the Projects to the extent such insurance is in place with respect to the Projects as of the Effective Date, or as required under the Leases.

Operations Pending Closing. (a1) After Seller will continue to operate the Property in the normal course of Seller's business up to the Closing Date. Seller shall maintain the Property in substantially the same condition as existed as of the Effective Date, reasonable wear and tear and damage by casualty and condemnation excepted, without Buyer’s waste, and shall conduct all reasonable repairs and maintenance of the Property with the frequency and quality that such repairs and maintenance were conducted prior to the Effective Date. Seller shall maintain all insurance that existed as of the Effective Date. Seller shall be entitled to terminate all Contracts as of the Closing Date unless Purchaser delivers written consentnotice to Seller before the expiration of the Inspection Period describing which Contracts Purchaser desires to assume, subject to the terms of the particular Contract regarding assignability. Nothing contained herein shall prevent Seller from acting to prevent loss of life, personal injury or property damage in emergency situations or prevent Seller from performing any act with respect to the Property which may be provided required by electronic mailany Lease, and which consent shall not to be unreasonably withheldapplicable law, conditioned rule or delayed government regulations. (provided, however, Buyer’s consent shall be deemed granted in 2) During the event Buyer does not object in writing thereto within five (5) business days after Seller requests such consent from Buyer)Inspection Period, Seller shall not must give Purchaser notice of its intent to enter into any new Lease or to modify any modification, amendment, restatement, termination, existing Lease at least forty-eight (48) hours before Seller executes the same. Seller agrees to give Purchaser copies of such new Leases or renewal modifications of existing Leases within three (3) business days after execution by Seller and the tenant. Purchaser acknowledges that Purchaser will not have the right to approve or disapprove of any new Lease or modification to any existing Lease prior to the end of the Leases except for letters Inspection Period. After the end of understandingthe Inspection Period, certificatesand assuming that the Agreement is in full force and effect, punch lists and other documents contemplated by the applicable Lease; provided, however, then Seller may enter into such agreements if so required by a Lease (e.g. if a Tenant exercises a renewal option or expansion option). Seller shall promptly deliver a copy must obtain from Purchaser its prior written approval of any item described in the preceding sentence entered into new Lease or received by Seller following the Effective Date. Seller promptly shall deliver to Buyer a copy material modification of any existing Lease, which approval will not be unreasonably withheld or delayed. Purchaser shall be deemed to have disapproved such new Lease or material modification of the existing Lease if it does not give its written notice of default given consent to such new lease or received by modification within five (5) days after Seller under sends such new Lease or modification to Purchaser for Purchaser's approval. If Seller enters into any new lease or materially modifies any existing Lease from and after the Effective Date, Seller will receive on the closing statement a credit for any leasing commissions, tenant improvement costs, tenant finish plan costs, space planning costs, or architectural costs paid by Seller with respect to such lease prior to the Closing. If Seller enters into any new Lease or modifies any existing Lease after the Effective Date and this transaction closes, Purchaser will be responsible for all leasing commissions, tenant improvement costs, tenant finish plan costs, space planning costs, and architectural costs, for the new or modified lease which are due after the Closing and shall indemnify and hold Seller harmless from and against all such costs, which indemnity shall survive Closing. (b3) After Seller shall deliver to Purchaser on or before the Effective DateClosing Date the tenant estoppel certificates substantially in the form of Exhibit G attached hereto from tenants occupying eighty percent (80%) of the leased space at the Property which must include the Leases with those tenants listed on Exhibit H attached hereto and incorporated herein by reference (the "Required Tenants"). In the event Seller does not deliver the requisite number of estoppel letters, the Seller, at Seller's option, may sign an affidavit affirming the same information as contained in the tenant estoppel certificate for such space equal to the difference between (i) eighty percent (80%) of the leased space and (ii) the amount of leased space occupied by tenants who have delivered estoppel letters. Notwithstanding the foregoing, Seller may not deliver an affidavit for the Required Tenants. To the extent that Seller delivers an affidavit rather than an estoppel letter and after Closing obtains the estoppel letter, then Seller shall have the right to enter into standard serviceexchange the estoppel letter for the affidavit and the affidavit shall be null and void and of no further force and effect upon delivery of the appropriate estoppel letters. In the event Seller does not deliver the requisite number of estoppel letters or does not provide the requisite affidavits then notwithstanding any provision to the contrary, construction, materials and maintenance contracts necessary for operation and maintenance of a Project (e.g. landscaping, security, parking lot sweeping, garbage removal, etc.), so long as such contracts are either: (i) at competitive rates and terminable upon thirty (30) days’ notice, or (ii) remain Seller’s sole responsibility and are not assigned at Closing. Seller’s execution of such contracts this shall not require Buyer’s prior consentbe deemed to be a default by Seller and Purchaser's only remedy shall be to terminate this Agreement and in that event the Deposit shall be returned by Escrow Agent to Purchaser, howeverall of Seller's Property Data and all other studies, leases, analysis, reports, plans, abstracts of title and surveys respecting the Property delivered by Seller or on behalf of Seller to Purchaser and all of Purchaser's Property Data shall provide a copy be delivered by Purchaser to Seller; and, except as otherwise provided in the Inspection Indemnity, the parties shall thereupon be relieved of each said contract any and all further responsibility hereunder and Seller and Purchaser shall, upon return of the Deposit by Escrow Agent to Buyer promptly after its full execution. At or before each ClosingPurchaser, Seller shall terminate, without cost execute and deliver to the Buyer, all existing property management agreements for other party a general release stating the Projects relating theretosame. This Article shall survive the Closing. (c) After the Effective Date, Seller also shall continue to maintain all casualty, liability and hazard insurance currently in effect with respect to the Projects to the extent such insurance is in place with respect to the Projects as of the Effective Date, or as required under the Leases.