Common use of Tenant Deposits Clause in Contracts

Tenant Deposits. All tenant security deposits as set forth in the Leases and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenants.

Tenant Deposits. All tenant and licensee security deposits as set forth in the Leases collected and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease by AFE, PXR, PXURA or PXLA (and any interest thereon if required by law or contract) as of the applicable Lease) Closing Date shall be retained by AFE, PXR, PXURA or PXLA at Closing. As of the Closing, AFE, PXR, PXURA and PXLA shall retain their obligations related to tenant and licensee security deposits, but only to the extent the security deposits are retained by AFE, PXR, PXURA and PXLA at Closing. Notwithstanding the foregoing provisions of this Section 8.8, deposits in the form of letters of credit will not be transferred or credited to at the Closing. All letters of credit will remain in the name of AFE, PXR, PXURA and PXLA at Closing. Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, and Seller shall provide evidence each pay one-half (1/2) of such application in accordance with the applicable Lease reasonably satisfactory costs and expenses, if any, of delivering the letters of credit to Purchaser; and provided further . In the event that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of to a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of any such letter of credit to Purchaser, Purchaser deems it advisable to cause AFE, PXR, PXURA or (ii) deposit PXLA to draw on the same, Seller will cooperate in escrow with such presentation, and direct payment by virtue of any such presentation to AFE, PXR, PXURA or PXLA, and if Seller receives any such payment it will promptly deliver such payment in the Title Company an amount equal form received and endorsed, without recourse, to the stated amount Purchaser on behalf of such letter of creditAFE, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited PXR, PXURA or transferred to PurchaserPXLA. Purchaser shall provide a receipt for tenant security deposits actually transferred to Purchaser by Seller and Purchaser will indemnify, defend, indemnify and hold Seller harmless from all claims, causes of actions, actions, damages, costs, liabilities and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all expenses, including (without limitation) reasonable attorneys’ fees incurred or fees, that may be incurred as a result arise out of any such claims presentation or demands as well as for all lossrelated payment, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred than by Seller as a result reason of any such claims or demands by tenantsactions of Seller other than at the written direction of Purchaser. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on deposit is held in a form other than cash or prior a letter of credit, for example, debt or equity securities, at Closing, such debt or equity securities shall continue to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred be held by AFE or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsthe applicable Subsidiary.

Tenant Deposits. All tenant The unapplied portion of any Tenant Deposits as of the date of the Rent Roll that have been paid to the owner of each Property or are held by agents of the owner of each Property on its behalf (or that were deposited with any predecessor in interest to the owner to the extent the predecessor has turned over security deposits as set forth in to the Leases and not theretofore applied to tenant obligations under and in accordance with owner or given the terms of the applicable Lease (and owner a credit therefor) by any interest thereon if required by law Tenants or the applicable Lease) shall be transferred or credited to Purchaser at Closing or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits contractors are in the form of cash, except for any letters of credit or other similar instruments set forth in Schedule 2.7 of the Disclosure Schedule. To the extent any Tenant Deposits are held by Seller or a letter Subsidiary or any security deposit has been applied in violation of creditSection 6.1(r), Seller shall shall, as applicable, pay to Purchaser, in cash, or credit against the Purchase Price the aggregate amount of any such Tenant Deposits (or transfer any letters of credit or other non-cash Tenant Deposits) and the amount applied in violation of Section 6.1(r). Purchaser hereby indemnifies and agrees to defend Seller and the Seller Parties for, and agrees to defend and hold Seller and the Seller Parties harmless from and against, any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorneys' fees and disbursements) imposed upon or incurred by Seller and Seller Parties with respect to the Tenant Deposits actually paid over or assigned to Purchaser pursuant to this Section, or with respect to the application thereof by Purchaser subsequent to Closing. Seller will be entitled to retain as its property its percentage of any interest accrued on any Tenant Deposits prior to Closing either (i) cause Purchaser except to the extent such interest is required to be named as paid to any Tenants pursuant to their respective Leases or the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of depositing contractor. Seller will use its reasonable efforts to cause all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter letters of credit to Purchaser, be assigned or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser shall assume Seller’s obligations related to tenant security deposits to the extent so credited or transferred to Purchaser. Purchaser shall provide a receipt for tenant security deposits actually transferred re-issued to Purchaser by Seller and Purchaser will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of at the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits on or prior to Closing and will reimburse Purchaser’s for all reasonable attorneys’ fees incurred or that may continue to assist Purchaser after the closing to cause such letters of credit to be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Purchaser’s as a result of any such claims or demands by tenantsre-issued if they are not assignable.

Tenant Deposits. All tenant security deposits as set forth in the Leases actually received by Seller (and interest thereon if required by law or contract to be earned thereon) and not theretofore applied to tenant obligations under and in accordance with the terms of the applicable Lease (and any interest thereon if required by law or the applicable Lease) Leases shall be transferred or credited to Purchaser Buyer at Closing the Close of Escrow or placed in escrow if required by law; provided that with respect to any previously applied security deposits, Seller shall provide evidence of such application in accordance with the applicable Lease reasonably satisfactory to Purchaser; and provided further that Seller shall not apply any security deposits after the date hereof without Purchaser’s prior written consent. If any Security Deposits are in the form of a letter of credit, Seller shall as of Closing either (i) cause Purchaser to be named as the beneficiary of such Letter of Credit (or a replacement letter of credit on the same terms and from the same issuer), including delivery of all amendments, replacements or issuer and account party consents or acknowledgments as required for transfer of such letter of credit to Purchaser, or (ii) deposit in escrow with the Title Company an amount equal to the stated amount of such letter of credit, which escrow deposit shall be released upon satisfaction of the condition in clause (i). As of Closing Purchaser the Close of Escrow, Buyer shall assume Seller’s obligations related to tenant security deposits that are actually transferred or credited to Buyer at the extent so credited or transferred Close of Escrow. Solely with respect to Purchaser. Purchaser shall provide a receipt for tenant security deposits that are actually transferred or credited to Purchaser by Seller and Purchaser Buyer at the Close of Escrow, Buyer will indemnify, defend, and hold Seller harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of any security deposits so credited or transferred and will reimburse Seller for all reasonable attorneys’ fees incurred or that may be incurred as a result of any such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs and other expenses incurred or that may be incurred by Seller as a result of any such claims or demands by tenants. Seller will indemnify, defend, and hold Purchaser harmless from and against all demands and claims made by tenants arising out of the transfer or disposition of If any security deposits on are in the form of a letter of credit, Seller’s obligation to deliver or credit such deposit shall be satisfied by the delivery by Seller of the original letter of credit to Buyer. Seller shall cooperate with Buyer to transfer any such letters of credit, including signing any assignment document requested by the issuer and presented to Seller prior to Closing and will reimburse Purchaser’s or after the Close of Escrow, but expressly excluding any obligation to draw on any letter of credit for all reasonable attorneys’ fees incurred or that may be incurred as a result the benefit of Buyer. All costs of the assignment of any letter of credit shall be paid by Buyer without prejudice to Buyer’s right to seek reimbursement from a tenant for such claims or demands as well as for all loss, expenses, verdicts, judgments, settlements, interest, costs post-closing if permitted under the respective lease. Seller agrees that it shall not hereafter apply any tenant security deposits to tenant obligations unless (i) the respective tenant is in default under its Lease and other expenses incurred or that may be incurred by Purchaser’s as a result (ii) the respective tenant is no longer in possession of any such claims or demands by tenantstheir premises.