Space Leased to Third Parties. To Pantry’s actual knowledge based solely on the representations, warranties and covenants of the Sellers in the Ahold Agreement and its own due diligence, including, without limitation, review of the Commitments, there are no existing leases affecting the Properties that will survive the Closing, except to the extent of certain space leases, complete copies of which have been or will be provided to RI (the “Space Leases”). The Space Leases shall be deemed subleases under the Leases to be executed by RI and Pantry at Closing. In no event shall Pantry’s delivery of the Space Leases to RI as provided herein be deemed to constitute RI’s approval of the leases. Pantry shall use diligent efforts to obtain written acknowledgments (“Acknowledgements”) from the lessee under any Space Lease having a remaining term, including all unexercised options, of twenty-four (24) months or more, confirming that: (i) such lease, from and after the Closing, shall be deemed a sublease between Pantry, as sublandlord, and the lessee there under, as subtenant; (ii) the said sublease shall be, in all respects, subject and subordinate to the Lease, as the same may be amended; (iii) RI, as landlord under the Lease, shall have no direct liability, responsibility, or obligation to the subtenant, it being understood that Pantry, as sublandlord, shall be solely responsible for any duties required of a landlord under the sublease from Pantry to the subtenant; and (iv) the term of the sublease, including extensions, if any, does not extend beyond the expiration date of the primary term of the Lease. If, despite its diligent efforts, Pantry fails to deliver the sublessee’s written acknowledgment as described above, such failure shall not be a default by Pantry hereunder and RI, shall not have the right to terminate this Agreement as to the applicable Property and shall proceed to Closing. In any event, Pantry hereby indemnifies, defends, and holds RI harmless from any and all claims, judgments, damages, penalties, fines, costs, liabilities or losses (including, without limitation, attorneys’ fees) which arise as a result of the Space Leases. The indemnification of RI by Pantry shall survive the Closing.
Space Leased to Third Parties. There are no existing leases affecting the Properties that will survive the Closing, except to the extent of certain space leases, complete copies of which have been or will be provided to Buyer (“Space Leases”). [***].
