Common use of Tenant Improvements and Other Expenses Clause in Contracts

Tenant Improvements and Other Expenses. Seller shall be responsible for the payment of all tenant improvement expenses (including all hard and soft construction costs, whether payable to the contractor or to the tenant), tenant allowances, moving expenses and other out-of-pocket costs which are the obligation of the landlord under the Leases entered into prior to the date of this Agreement, except as set forth in the following sentence with respect to renewal options or expansion options under those Leases. Purchaser shall be responsible for the payment of all such tenant improvement expenses, tenant allowances, moving expenses and other out-of-pocket costs which are the obligation of the landlord under (A) existing Leases relating to the renewal periods or additional space under renewal options or expansion options under the existing Leases exercised on or after the Effective Date (provided those Leases are listed on Exhibit J) or (B) the Leases entered into on or after the Effective Date. Purchaser shall reimburse Seller at the Closing to the extent Seller has paid any such expenses which are the obligation of Purchaser. Seller shall in no event be obligated to pay for any change orders or additions to the tenant improvements or changes in the scope of the work or the specifications agreed to by Purchaser and issued on or after the Closing Date. Seller and Purchaser hereby acknowledge that pursuant to that certain Office Building Lease dated February 7, 2002, between Seller and Halliburton Company, as amended pursuant to that certain First Amendment and Assignment of Office Building Lease dated December 9, 2008, among Seller, Halliburton Company and Halliburton Energy Services, Inc., a Delaware corporation (“Halliburton”), as further amended pursuant to that certain Second Amendment to Office Building Lease dated July 1, 2014 (collectively, the “Lease”), between Seller and Halliburton, Xxxxxx agreed to provide Halliburton with a tenant improvement allowance up to $1,007,860.00 (the “Halliburton Allowance”). Subject to the terms of the Lease, any portion of the Halliburton Allowance that has not been paid by Seller to Halliburton on or before December 31, 2016 shall be forfeited by Halliburton. Seller and Purchaser hereby acknowledge and agree that any obligation to pay the Halliburton Allowance is Seller’s, and to secure such obligation Seller shall at Closing deposit in escrow with the Title Company a portion of the Purchase Price equal to the Halliburton Allowance (the “Escrowed TI Funds”). The Escrowed TI Funds shall be held in escrow by the Title Company until disbursed in accordance with the Lease and pursuant to an escrow holdback agreement among Seller, Purchaser and Title Company, the form of which shall be agreed upon prior to the expiration of the Inspection Period. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Tenant Improvements and Other Expenses. Seller shall be responsible for the payment of all tenant improvement expenses (including all hard and soft construction costs, whether payable to the contractor or to the tenant), tenant allowances, moving expenses and other out-of-pocket costs attributable to the Property which are the obligation of the landlord under the new Leases entered into prior to the date of this Agreement (and any Lease expansions for which the expansion space was added to the leased premises prior to the date of this Agreement, except as set forth in the following sentence and any lease renewals with respect to renewal options or expansion options under those LeasesLeases expiring prior to the date of this Agreement). Provided Purchaser has assumed all future obligations for any of the above, the aggregate unpaid amounts for which Seller is responsible shall be responsible for paid to Purchaser as a credit at Closing. Tenant improvement expenses (including all hard and soft construction costs, whether payable to the payment of all such tenant improvement expensescontractor or to the tenant), tenant allowances, moving expenses and other out-of-pocket costs which are the obligation of the landlord under (A) existing Leases relating with respect to the renewal periods or additional space under renewal options or expansion options under the existing Leases exercised on or after the Effective Date (provided those Leases are listed on Exhibit J) or (B) the new Leases entered into on or after the Effective Datedate of this Agreement (and any Lease expansions for which the expansion space was added to the leased premises on or after the date of this Agreement and any lease renewals with respect to leases expiring on or after the date of this Agreement) shall be prorated based on prorating such commissions and fees over the period that such tenant is obligated to pay rent under such Leases or under such renewal or for such expansion space (after any deferred or free rent periods), with Seller bearing amounts for rent periods prior to Closing and Purchaser bearing amounts attributable to the Closing and thereafter. Purchaser shall reimburse the Seller at the Closing to the extent Seller has paid any such expenses which are the obligation responsibility of Purchaser. Seller shall in no event be obligated to pay for any change orders order or additions to the tenant improvements or changes in the scope of the work or the specifications agreed to by Purchaser and issued on or after the Closing Date. Seller and Purchaser hereby acknowledge that pursuant to that certain Office Building Lease dated February 7, 2002, between Seller and Halliburton Company, as amended pursuant to that certain First Amendment and Assignment of Office Building Lease dated December 9, 2008, among Seller, Halliburton Company and Halliburton Energy Services, Inc., a Delaware corporation (“Halliburton”), as further amended pursuant to that certain Second Amendment to Office Building Lease dated July 1, 2014 (collectively, the “Lease”), between Seller and Halliburton, Xxxxxx agreed to provide Halliburton with a tenant improvement allowance up to $1,007,860.00 (the “Halliburton Allowance”). Subject to the terms of the Lease, any portion of the Halliburton Allowance that has not been paid by Seller to Halliburton on or before December 31, 2016 shall be forfeited by Halliburton. Seller and Purchaser hereby acknowledge and agree that any obligation to pay the Halliburton Allowance is Seller’s, and to secure such obligation Seller shall at Closing deposit in escrow with the Title Company a portion of the Purchase Price equal to the Halliburton Allowance (the “Escrowed TI Funds”). The Escrowed TI Funds shall be held in escrow by the Title Company until disbursed in accordance with the Lease and pursuant to an escrow holdback agreement among Seller, Purchaser and Title Company, the form of which shall be agreed upon prior to the expiration of the Inspection Period. CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSION.

Tenant Improvements and Other Expenses. Seller and Purchaser shall each be responsible for the payment of all tenant improvement expenses (including all hard and soft construction costs, whether payable to the contractor or to the tenant), tenant allowances, lease buyout costs, legal fees and expenses, moving expenses allowances and other out-of-pocket costs (collectively, the "Tenant Allowances") as set forth on SCHEDULE 6.5 attached to this Agreement, as the same become due and payable, it being the intention that (A) Seller shall be responsible for the payment of all Tenant Allowances which are the obligation of the landlord under the Existing Leases entered into prior other than (i) Tenant Allowances to the date extent they become due and payable during the term of this AgreementExisting Leases and do not relate to the initial occupancy by the tenants thereunder, except and (ii) as set forth in the following sentence clause (B) with respect to renewal options, expansion options or expansion options first offer rights, under those Leases. the Existing Leases and (B) Purchaser shall be responsible for the payment of all such tenant improvement expenses, tenant allowances, moving expenses and other out-of-pocket costs which are the obligation of the landlord under (A) existing Leases relating Tenant Allowances to the extent they become due and payable during the term of Existing Leases and (i) do not relate to the initial occupancy by the tenants thereunder, or (ii) relate to renewal periods or additional space under renewal options, expansion options or expansion options first offer rights, under the existing Existing Leases exercised on or after the Effective Closing Date (provided those Leases are listed on Exhibit J) or (B) the Leases entered into on or otherwise agreed to by Purchaser after the Effective Closing Date. Purchaser shall reimburse Seller at the Closing as an adjustment item to the extent Seller has paid any such expenses which are the obligation of PurchaserPurchaser under clause (B) of the preceding sentence. Seller shall in no event be obligated to pay for any increased costs relating to change orders or additions to the tenant improvements or changes in the scope of the work or the specifications agreed to by Purchaser and issued on or after the Closing DateDate with respect to Existing Leases. BUDGETED REPAIRS. Seller shall be responsible for the payment of the costs and Purchaser hereby acknowledge expenses incurred by Seller in connection with repairs, replacements and improvements relating to (i) the base building capital improvements for the Building generally but excluding costs and expenses for Tenant Allowances in connection with the leasing of space in the Units for a particular tenant and (ii) capital improvements for the Common Elements, which repairs, replacements and improvements are either currently in progress or are anticipated to be incurred by Seller prior to the Closing Date and are as set forth on SCHEDULE 6.6 attached to this Agreement. PURCHASE ORDERS. Attached hereto as SCHEDULE 6.7 are all "open" purchase orders in the amount of $1,000 or more for the Building (other than work performed on an emergency basis which is not the subject of a purchase order) that pursuant to that certain Office have been entered into the database system for the Building Lease dated February 7, 2002, between Seller and Halliburton Company, as amended pursuant to that certain First Amendment and Assignment of Office Building Lease dated December 9, 2008, among Seller, Halliburton Company and Halliburton Energy Services, Inc., a Delaware corporation (“Halliburton”), as further amended pursuant to that certain Second Amendment to Office Building Lease dated July 1, 2014 (collectively, the “Lease”), between Seller and Halliburton, Xxxxxx agreed to provide Halliburton with a tenant improvement allowance up to $1,007,860.00 (the “Halliburton Allowance”). Subject to the terms "System") as of the Leasedate hereof. Seller shall be responsible for payment of the stated contract amounts, whether incurred as an owner of the Units or by a property manager of the Units or any portion of the Halliburton Allowance that has not been paid by Seller to Halliburton Common Elements on or before December 31behalf of the Board of Managers, 2016 shall be forfeited by Halliburton. Seller and Purchaser hereby acknowledge and agree that any obligation to pay the Halliburton Allowance is Seller’s, and to secure such obligation Seller shall at Closing deposit in escrow connection with the Title Company a portion operation and maintenance of the Purchase Price equal to the Halliburton Allowance Property (the “Escrowed TI Funds”). The Escrowed TI Funds shall be held in escrow by the Title Company until disbursed in accordance with the Lease and pursuant to an escrow holdback agreement among Seller, Purchaser and Title Companysuch contracted amounts, the form "Contracted Purchase Order Amounts") for (i) the purchase orders identified on SCHEDULE 6.7 attached hereto, including any amendments thereto entered into by or on behalf of which shall be agreed upon Seller prior to the expiration Closing Date, (ii) all other purchase orders for work performed at the Building and entered into by or on behalf of Seller prior to the Closing Date and (iii) work performed on an emergency basis at the Building prior to the Closing Date which is not the subject of a purchase order, whether or not entered into the System as of the Inspection PeriodClosing Date (the items set forth in the foregoing clauses (i) - (iii) are collectively, the "Approved Purchase Orders"). CONFIDENTIAL TREATMENT REQUESTED UNDER C.F.R. SECTIONS 200.80(b)(4), 200.83 AND 230.406. [****] INDICATES OMITTED MATERIAL THAT IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST FILED SEPARATELY WITH THE COMMISSION. THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE COMMISSIONPurchaser shall be responsible for all payments with respect to Approved Purchase Orders which are in excess of the Contracted Purchase Order Amounts to the extent such additional costs are incurred as a result of any act or omission of Purchaser.