Common use of Retained Landlord Claims Clause in Contracts

Retained Landlord Claims. It is understood and agreed that (i) effective at Closing, the Company and its Subsidiaries shall assign to Seller or an Affiliate designated by Seller all of their rights to pursue claims for overpayments in respect of any of the Leases to the extent, but only to the extent, such overpayments relate to payments made prior to the Closing in respect of periods prior to the Closing (the “Retained Landlord Claims”) and (ii) at and after the Closing, the Company and its Subsidiaries shall execute such additional written assignments or other agreements as Seller shall reasonably request to implement or evidence the assignment of the Retained Landlord Claims. Without limiting the generality of the foregoing, it is understood and agreed that Seller (i) at its expense, shall control the pursuit and defense of any and all Retained Landlord Claims and shall be entitled to pursue and control the prosecution and defense of litigation or similar proceedings in respect of any such Claim and (ii) shall be entitled to all proceeds, awards, judgments and settlements in respect of any Retained Landlord Claims; provided that if, in connection with the pursuit of a Retained Landlord Claim, it is determined that rent, additional rent or percentage rent (however characterized) due and payable prior to the Closing in respect of the relevant lease was not paid in full prior to the Closing (a “Delinquent Payment”), Seller shall be responsible for such Delinquent Payment. Seller shall use good faith efforts to pursue Retained Landlord Claims in a way that reduces the risk of material impairment to the conduct of business at any affected leasehold (it being understood that, notwithstanding the foregoing, (i) Seller is entitled to pursue the Retained Landlord Claims and (ii) the pursuit of Retained Landlord Claims could result in material impairment to the conduct of business at any affected leasehold).

Retained Landlord Claims. It is further understood and agreed that (i) effective at Closing, the Company and its the Subsidiaries shall assign to Seller or an Affiliate designated by Seller Parent all of their rights to pursue claims for overpayments in respect of any of the Leases to the extent, but only to the extent, such overpayments relate to payments made prior to the Closing in respect of periods prior to the Closing (the “"Retained Landlord Claims”") and (ii) at and after the Closing, the Company and its the Subsidiaries shall execute such additional written assignments or other agreements as Seller Parent shall reasonably request to implement or evidence the assignment of the Retained Landlord Claims. Without limiting the generality of the foregoing, it is understood and agreed that Seller Parent (i) at its expense, shall control the pursuit and defense of any and all Retained Landlord Claims and shall be entitled to pursue and control the prosecution and defense of litigation or similar proceedings in respect of any such Claim and (ii) shall be entitled to all proceeds, awards, judgments and settlements in respect of any Retained Landlord Claims; provided that if, in connection with the pursuit of a Retained Landlord Claim, it is determined that rent, additional rent or percentage rent (however characterized) due and payable prior to the Closing in respect of the relevant lease was not paid in full prior to the Closing (a “"Delinquent Payment”"), Seller Parent shall be responsible for such Delinquent Payment. Seller shall use good faith efforts to pursue Retained Landlord Claims in a way that reduces the risk of material impairment to the conduct of business at any affected leasehold (it being understood that, notwithstanding the foregoing, (i) Seller is entitled to pursue the Retained Landlord Claims and (ii) the pursuit of Retained Landlord Claims could result in material impairment to the conduct of business at any affected leasehold).