Common use of Seller's Obligations as to Leases Clause in Contracts

Seller's Obligations as to Leases. (a) Seller shall not, without Purchaser's prior written consent, which consent shall not be unreasonably withheld: (i) amend, renew or extend any Lease in any respect, unless required by law; or (ii) terminate any lease or Tenancy except by reason of a default by the tenant thereunder. (b) Seller does not warrant that any particular Lease or Tenancy will be in force or effect at the Closing or that the tenants will have performed their obligations thereunder. The termination of any Lease or Tenancy prior to the Closing by reason of the tenant's default shall not affect the obligations of Purchaser under this contract in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. If any space is vacant at Closing, the Purchaser shall accept the premises subject to such vacancy. (c) Notwithstanding the above provision, Seller shall not permit occupancy of, or enter into any new lease without first giving Purchaser written notice of the identity of the proposed tenant, together with (a) either a copy of the proposed lease or a summary of the terms thereof in reasonable detail indicating a proposed rental at fair market value and (b) a statement of the amount of the brokerage commission, if any, payable in connection therewith and the terms of payment thereof. If Purchaser objects to such proposed lease, Purchaser shall so notify Seller within five (5) business days after receipt of Seller's notice, in which case Seller shall not enter into the proposed lease, and Purchaser shall pay to Seller at the Closing the rent and additional rent that would have been payable under the proposed lease from the date on which the tenant's obligation to pay rent would have commenced if Purchaser had not so objected until the Closing Date, less the amount of the brokerage commission specified in Seller's notice, prorated in each case over the term of the proposed lease and apportioned as of the Closing Date. If Purchaser does not so notify Seller of its objection, Seller shall have the right to enter into the proposed lease with the tenant identified in Seller's notice and Purchaser shall pay to Seller the brokerage commission, prorated in each case over the term of the lease and apportioned as of the later of the Closing Date or the rent commencement date. Such payment shall be made by Purchaser to Seller at the Closing. In no event shall the amount payable to Seller exceed the sums actually paid by Seller on account thereof. If any space is vacant on the Closing Date, Purchaser shall accept the Premises subject to such vacancy. (d) Seller makes no representation and has no obligation whatsoever with respect to any property (whether or not attached to the Premises) which belongs to any tenant or occupant. Any or all of such property may be removed by Seller or such tenant and Seller shall have no obligation to repair any damage resulting from such removal, and Purchaser shall accept the Premises with or without any of such Property.

Seller's Obligations as to Leases. (a) 10.1. From and after the Effective Date through the termination hereof or the Closing Date, Seller shall not, without Purchaser's prior written consent, which consent shall not be unreasonably withheld: (i) amend, renew or extend terminate any Lease in any respect, unless required by law; or (ii) terminate any lease or Tenancy except by reason of a default by the tenant thereunderTenant thereunder or in accordance with law, (ii) consent to the assignment of a Lease or subletting by any Tenant except as required by the terms of the applicable Lease or by law, or (iii) modify the term of a Lease, renew a Lease or enter into a new lease for a term extending beyond the Closing Date. Seller shall not grant any concessions or rent abatements for any period following the Closing Date without Purchaser’s prior written consent. (b) 10.2. Seller does not warrant that any particular Lease or Tenancy tenancy will be in force or effect at the Closing or that the tenants will have performed their obligations thereunder. The termination of any Lease or Tenancy tenancy prior to the Closing Date by reason of the tenant's ’s default shall not affect the obligations of Purchaser under this contract Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. If any space is vacant at Closing, the Purchaser shall accept the premises subject to such vacancy. (c) Notwithstanding the above provision, Seller shall not permit occupancy of, or enter into any new lease without first giving Purchaser written notice of the identity of the proposed tenant, together with (a) either a copy of the proposed lease or a summary of the terms thereof in reasonable detail indicating a proposed rental at fair market value and (b) a statement of the amount of the brokerage commission, if any, payable in connection therewith and the terms of payment thereof. If Purchaser objects to such proposed lease, Purchaser shall so notify Seller within five (5) business days after receipt of Seller's notice, in which case Seller shall not enter into the proposed lease, and Purchaser shall pay to Seller at the Closing the rent and additional rent that would have been payable under the proposed lease from the date on which the tenant's obligation to pay rent would have commenced if Purchaser had not so objected until the Closing Date, less the amount of the brokerage commission specified in Seller's notice, prorated in each case over the term of the proposed lease and apportioned as of the Closing Date. If Purchaser does not so notify Seller of its objection, Seller shall have the right to enter into the proposed lease with the tenant identified in Seller's notice and Purchaser shall pay to Seller the brokerage commission, prorated in each case over the term of the lease and apportioned as of the later of the Closing Date or the rent commencement date. Such payment shall be made by Purchaser to Seller at the Closing. In no event shall the amount payable to Seller exceed the sums actually paid by Seller on account thereof. If any space is vacant on the Closing Date, Purchaser shall accept the Premises Property subject to such vacancy. (d) Seller makes no representation and has no obligation whatsoever with respect to any property (whether or not attached 10.3. Prior to the Premises) which belongs to any tenant or occupant. Any or all of such property may be removed by Seller or such tenant and Closing, Seller shall have no the right, but not the obligation, to enforce its rights against any tenant, by summary proceedings or in any other manner. Purchaser agrees that the dispossession or removal of any tenant prior to the Closing Date shall not be the basis for any claim on the part of Purchaser or affect the obligations of Purchaser under this Agreement in any manner whatsoever, and Purchaser shall close title and accept delivery of the deed with or without such tenant in possession, without any abatement against the Purchase Price, allowance or credit of any kind or any claim or right of action against Seller for damages or otherwise. 10.4. The aggregate security deposit held by Seller under the Leases shall be turned over by Seller to Purchaser at the Closing by a credit to Purchaser against the Purchase Price. Seller shall not apply any security deposit of a Tenant in default under its Lease prior to Closing if such Tenant remains in possession of its premises at Closing. 10.5. Seller has entered in brokerage fee agreements with Xxxxxxx-Xxxxx Co. of Long Island LLC and Ashlind Properties (collectively the “Leasing Brokers”) pursuant to which leasing commissions will be due to the Leasing Brokers if the existing tenants renew or extend their Leases. True, complete and correct copies of such brokerage fee agreements are annexed hereto as Exhibit B. Purchaser assumes the obligation to pay all leasing commissions payable to the Leasing Brokers accruing for all periods following the Closing Date, and to indemnify, defend and hold Seller harmless from and against the same. This provision shall survive Closing. 10.6. Seller represents that (i) the copies of the Leases annexed hereto as Exhibit B are true, complete and correct copies of the Leases; (ii) as of the Effective Date all Leases are in full force and effect and none of them have been modified or amended except as set forth therein; (iii) the rents are being collected on a current basis and there are no arrearages in the payment of monthly fixed rent excess of one month; (iv) no tenant is entitled to rental concessions, abatements, deductions or offsets for any period subsequent to the scheduled date of Closing, except as set forth in the Leases; and (v) Seller has not sent written notice to any Tenant claiming that such Tenant is in default under its Lease, which default remains uncured. 10.7. Seller represents that it is currently holding the security deposits in the aggregate sum of $137,916.66 in accordance with the Leases and there are no other security deposits. 10.8. A portion of the Property is presently occupied by CVD Equipment Corporation and CVD Materials Corporation, (individually and collectively “CVD”) which are affiliates of Seller. Seller shall cause CVD to vacate the space occupied by CVD prior to Closing and such space shall be delivered to Purchaser at Closing in broom clean condition. Seller and CVD may remove any and all of “Seller’s Property” (hereinafter defined) from the Property prior to Closing. Seller shall repair any damage to the Property caused by such removal, but shall not be required to patch and fill bolt, screw and anchor holes in walls, floors and ceilings resulting from such removal. Seller shall cap all disconnected water, sewer and electrical connections. The term “Seller’s Property” means all personal property, furnishings, machinery, trade fixtures, materials, supplies, equipment, and Purchaser shall accept improvements (trade or otherwise) which Seller owns that are located on the Premises with or without any of such PropertyProperty and/or in the Improvements.