Purchaser Assumes Costs. Upon Closing, Purchaser will assume all liability for, and shall thereafter pay, all amounts (including tenant concessions and tenant improvement costs and leasing commissions or fees): (i) due under or in connection with, New Service Agreements and New Leases entered into in accordance with this Agreement; and (ii) that become payable on or after the Closing Date in connection with existing Leases and Service Agreements (notwithstanding the fact that such amounts under clauses (i) and (ii) may have been ascertainable prior to the Closing Date). If Seller has provided any tenant with free rent under the terms of its Lease (the “Free Rent”), then Seller agrees, at the Closing, to provide Purchaser with a credit against the Purchase Price equal to that portion of the Free Rent, if any, covering the period after the Closing Date (which Purchaser may, at Purchaser’s option, direct the Title Company to deliver to an escrow account designated by Purchaser). Except as set forth above, Seller will be responsible to pay all leasing commissions and tenant improvement costs currently due and payable under the Leases or that will be due and payable prior to the Closing under the Leases.
Purchaser Assumes Costs. Upon Closing, Purchaser will assume all liability for, and shall thereafter pay, all amounts (including tenant concessions and tenant improvement costs and leasing commissions or fees): (i) due under or in connection with, any New Service Agreement or New Lease; (ii) that become payable on or after the Closing Date in connection with any existing Lease or Service Agreement (notwithstanding the fact that such amounts may have been ascertainable prior to the Closing Date). Except as set forth herein, Purchaser will not receive a credit for any free rent under any Leases or New Leases. Purchaser shall receive a credit against the Purchase Price at Closing for (i) all outstanding and unpaid tenant improvement costs and leasing commissions for which Seller is responsible as landlord under the primary term of the Leases with respect to Leases entered into by Seller prior to the Effective Date, including those tenant improvement allowances and leasing commissions under existing Leases as set forth on Schedule 10.5 attached hereto to the extent unpaid as of the Closing Date, and (ii) the free rent under the primary term of existing Leases entered into by Seller prior to the Effective Date (or under any extension term pursuant to an extension right under an existing Lease exercised by the tenant thereunder prior to the Effective Date) applicable to the portion of the term under such Leases occurring from and after the Closing Date, including the free rent as set forth on Schedule 10.5 attached hereto to the extent applicable to the portion of the term under such Leases occurring from and after the Closing Date. On or prior to Closing, Seller shall terminate the existing property management and leasing agreement with CBRE, Inc. (the “Property Management Agreement”), which shall not be considered a Service Agreement; provided, however, that Seller may retain CBRE, Inc. in connection with Seller’s preparation of bills pursuant to Section 11.3(b) hereof. Seller shall pay any fees resulting from the termination of the Property Management Agreement. Purchaser’s obligations under this Section 10.5 shall survive Closing and the delivery of the Deed.
Purchaser Assumes Costs. Subject to Section 10.8, upon Closing, Purchaser will assume all liability for, and shall thereafter pay, all amounts (including tenant concessions and tenant improvement costs and leasing commissions or fees): (i) due under or in connection with, any and all New Service Agreements and New Leases; and (ii) that become payable on or after the Closing Date in connection with any and all existing Leases and Service Agreements (notwithstanding the fact that such amounts under clauses (i) and (ii) may have been ascertainable prior to the Closing Date). Other than as expressly provided in Section 10.8, Purchaser will not receive a credit for any free rent under any Leases or New Leases. Purchaser’s obligations under this Section 10.7 shall survive Closing and the delivery of the Deed and shall not be deemed merged into the Deed or any instrument of conveyance delivered at Closing.
Purchaser Assumes Costs. Upon Closing, Purchaser will assume all liability for, and shall thereafter pay, all amounts (including tenant concessions, tenant improvement costs, landlord work costs, tenant relocation costs and leasing commissions and fees) due under or in connection with any New Lease approved by Purchaser (i) that become or remain payable on or after the Closing Date (notwithstanding the fact that such amounts may have been ascertainable prior to the Closing Date) and/or (ii) that become payable before the Closing Date, and to the extent same are paid or required to be paid by any Seller at or prior to Closing, Sellers shall receive a credit from Purchaser at Closing in such amount(s). Purchaser will not receive a credit for any free rent under any Leases or New Leases for any periods of same from and after the Closing Date. Upon Closing, at Sellers’ option either (I) Sellers’ will retain liability for, and shall pay, all amounts (including tenant concessions, tenant improvement costs, landlord work costs, tenant relocation costs and leasing commissions and fees) due under or in connection with (i) any New Lease not approved by Purchaser and/or (ii) any existing Lease and that were payable on or before the Closing Date or (II) Purchaser will assume liability for, receive a credit on the Closing Statement from Sellers for, and thereafter pay, all such amounts that are unpaid as of Closing whether due before or after Closing.
Purchaser Assumes Costs. Upon Closing, Purchaser will assume all liability for, and shall thereafter pay, all amounts (including tenant concessions and tenant improvement costs and leasing commissions or fees): (i) due under or in connection with, any New Service Agreement or New Lease; (ii) that become payable on or after the Closing Date in connection with any existing Lease or Service Agreement (notwithstanding the fact that such amounts may have been ascertainable prior to the Closing Date). Except as set forth herein, Purchaser will not receive a credit for any free rent under any Leases or New Leases. Purchaser shall receive a credit against the Purchase Price at Closing for (i) all outstanding and unpaid tenant improvement costs and leasing commissions for which Seller is responsible as landlord under the primary term of the Leases with respect to Leases entered into by Seller prior to the Effective Date, including those tenant improvement allowances and leasing commissions under existing Leases as set forth on Schedule 10.5 attached hereto to the extent unpaid as of the Closing Date, and (ii) the free rent under the primary term of existing Leases entered into by Seller prior to the Effective Date (or under any extension term pursuant to an extension right under an existing Lease exercised by the tenant thereunder
Purchaser Assumes Costs. Upon Closing, Purchaser will assume all liability for, and shall thereafter pay, all amounts (including tenant concessions and tenant improvement costs and leasing commissions or fees): (i) due under or in connection with, any New Service Agreement or New Lease expressly approved by Purchaser pursuant to Sections 10.6 or 10.7 hereof; and (ii) that become payable on or after the Closing Date in connection with any existing Lease or Service Agreement (notwithstanding the fact that such amounts may have been ascertainable prior to the Closing Date). Notwithstanding the foregoing, Purchaser will receive a credit for any free rent and tenant improvement allowances under any Leases which are not New Leases expressly approved by Purchaser pursuant to Sections 10.6 or 10.7 hereof. Purchaser shall assume all costs relating to the transfer of any GSA Leases, if any, in accordance with Exhibit M attached hereto and shall receive a credit against the Purchase Price at Closing for all such amounts. The amounts credited towards the Purchase Price shall be considered Seller’s Prorations Expenses for the purpose of Section 11.1 hereunder.
