Common use of Tenant Inducement Costs and Leasing Commissions Clause in Contracts

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those set forth in a Lease existing as of November 15, 2017 which relate to any renewal or expansion of any Lease occurring after November 15, 2017; and (b) any others that are not Seller Commissions, including, without limitation, those set forth in Section 4.3.3 above (collectively, “Purchaser Commissions”). Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2; and (ii) those set forth in a Lease existing as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “Seller Commissions”). For purposes hereof, the term “Tenant Inducement Costs” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit to Purchaser with respect to Tenant Inducement Costs and leasing commissions is set forth in Schedule 2.2. Prior to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder). Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser Commissions.

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those specifically identified as Purchaser’s obligation on Exhibit K attached hereto; and (b) those set forth in a Lease existing as of November 15the date hereof which, 2017 which relate pursuant to any renewal or expansion of any Lease occurring after November 15such Lease, 2017; and (b) any others that are not Seller Commissions, including, without limitation, those set forth in Section 4.3.3 above (collectively, “Purchaser Commissions”)due and payable prior to the Closing. Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2Exhibit K; and (ii) those set forth in a Lease existing as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date which are not described in clauses (a) or relate to (b) of the base term of any Lease preceding sentence or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “Seller Commissions”)are not otherwise provided for in accordance with Section 4.3.3. For purposes hereof, the term “Tenant Inducement Costs” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to this Section 4.3.8, Seller shall be credited with an amount equal to such Tenant Inducement Costs and leasing commissions. If, as of the date of Closing, Seller shall not have paid any Tenant Inducement Costs or leasing commissions for which Seller is responsible to have paid prior to the date of Closing in accordance with the provisions of this Section 4.3.8, Purchaser shall be credited with respect an amount equal to such Tenant Inducement Costs and leasing commissions is and Purchaser shall assume the obligation to pay the same. If any item of income or expense set forth in Schedule 2.2. Prior this Section 4.3 is subject to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to final adjustment after Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution then Seller and the date of substantial completion of the landlord’s work thereunderPurchaser shall make, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 each shall be subject entitled to, an appropriate reproration to each such item promptly when accurate information becomes available. Any amounts due from one party to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except such reproration shall be paid promptly in cash to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder)party entitled thereto. Seller and Purchaser hereby indemnifies, protects, defends covenant and holds Seller and agree to make available to each other for review such records as are necessary to complete such reprorations. The foregoing provisions of this Section 4.3 shall survive the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser CommissionsClosing.

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those specifically identified as Purchaser’s obligation on Exhibit K attached hereto; (b) those set forth in a Lease existing as of November 15the date hereof which, 2017 pursuant to such Lease, are not due and payable prior to the Closing (except those which relate are the responsibility of Seller pursuant to any renewal or expansion of any Lease occurring after November 15, 2017subsection (ii) below); and (bc) any others that are not Seller Commissions, including, without limitation, those set forth provided for Purchaser to pay in accordance with Section 4.3.3 above (collectively, “Purchaser Commissions”)above. Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2Exhibit K; and (ii) those set forth not described in clauses (a) and (c) above and attributable to the initial term or renewal term commencing on or before November 3, 2006 in connection with a Lease existing as of November 15, 2017 which, pursuant to such that is not a New Lease, are except for refurbishment, improvement or similar allowances which by the terms of such Lease the tenant is not entitled to request or landlord is not required to provide until after the Closing Date; and (iii) those payable prior to the Closing Date which are not described in clauses (a) or relate to (c) of the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “Seller Commissions”)preceding sentence. For purposes hereof, the term “Tenant Inducement Costs” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to this Section 4.3.8, Seller shall be credited with an amount equal to such Tenant Inducement Costs and leasing commissions. If, as of the date of Closing, Seller shall not have paid any Tenant Inducement Costs or leasing commissions for which Seller is responsible to have paid prior to the date of Closing in accordance with the provisions of this Section 4.3.8, Purchaser shall be credited with respect an amount equal to such Tenant Inducement Costs and leasing commissions is and Purchaser shall assume the obligation to pay the same. If any item of income or expense set forth in Schedule 2.2. Prior this Section 4.3 is subject to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to final adjustment after Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution then Seller and the date of substantial completion of the landlord’s work thereunderPurchaser shall make, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 each shall be subject entitled to, an appropriate reproration to each such item promptly when accurate information becomes available. Any amounts due from one party to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except such reproration shall be paid promptly in cash to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder)party entitled thereto. Seller and Purchaser hereby indemnifies, protects, defends covenant and holds Seller and agree to make available to each other for review such records as are necessary to complete such reprorations. The foregoing provisions of this Section 4.3 shall survive the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser CommissionsClosing.

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those set forth in a Lease existing as of November 15, 2017 which relate to any renewal or expansion of any Lease occurring after November 15, 2017; and (b) any others that are not Seller Commissions, including, without limitation, those set forth in Section 4.3.3 above (collectively, “Purchaser Commissions”). Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2; and (ii) those set forth in a Lease existing as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “Seller Commissions”). For purposes hereof, the term “Tenant Inducement Costs” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit to Purchaser with respect to Tenant Inducement Costs and leasing commissions is set forth in Schedule 2.2. Prior to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the 1379426.v9 ImanageDB:4161238.11 Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder). Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser Commissions.

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of pay all of the following “Tenant Inducement Costs (Costs”, as hereinafter defined) this Section defines that term, and leasing commissions: (a) those set forth in a Lease existing as of November 15, 2017 which relate commissions pursuant to any renewal or expansion of any New Lease occurring after November 15, 2017; and (b) any others that are not Seller Commissions, including, without limitation, those to the extent set forth in Section 4.3.3 above (collectively, “Purchaser Commissions”)above. Seller shall be responsible for the payment of pay all of the following other Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2; and (ii) those set forth in a Lease existing as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date commissions incurred or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “Seller Commissions”)accruing before Closing. For purposes hereof, the term “Tenant Inducement Costs” shall mean means any payments required under a Lease to be paid by the landlord thereunder under that Lease to or for the benefit of the tenant thereunder which that is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until before the date of Closing Date and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit If, as of the Closing Date, Seller has not paid any Tenant Inducement Costs or leasing commissions for which Seller is responsible under this Section 4.3.7, at Closing, Purchaser shall be credited with an amount equal to Purchaser with respect to such Tenant Inducement Costs and leasing commissions is and Purchaser shall assume the obligation to pay them. If any item of income or expense set forth in Schedule 2.2. Prior this Section 4.3 is subject to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to final adjustment after Closing, (c) adjustment then Seller and Purchaser shall make, and each shall be entitled to, an appropriate reproration to each such item promptly when accurate information becomes available, but in no event later than 90 days after the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion end of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its leasecalendar year in which Closing occurs. The updated Schedule 2.2 shall be subject Any amounts due from one party to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except such reproration shall be paid promptly in cash to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder)party entitled to that amount. Purchaser hereby indemnifies, protects, defends and holds Seller and Purchaser shall make available to each other for review such records as are necessary to complete such reprorations. This Section 4.3 shall survive the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser CommissionsClosing.

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (a) those specifically identified as Purchaser’s obligation on Exhibit K attached hereto; (b) those set forth in a Lease existing as of November 15, 2017 the date hereof which have not yet been paid and are not yet payable on the Effective Date and which relate to any renewal or expansion of any Lease occurring after November 15, 2017the Effective Date; and (bc) any others that are not Seller Commissions, including, without limitation, those set forth in Section 4.3.3 above (collectively, “Purchaser Commissions”). Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2Exhibit K; and (ii) those set forth in a Lease existing as of November 15, 2017 the date hereof which, pursuant to such Lease, are payable prior to the Closing Date or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 the Effective Date and which are not included within Purchaser’s obligations on Exhibit K (collectively, “Seller Commissions”). For purposes hereof, the term “Tenant Inducement Costs” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit to Purchaser with respect to Tenant Inducement Costs and leasing commissions is set forth in Schedule 2.2. Prior to Closing either party shall have the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder). Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser Commissions.free

Tenant Inducement Costs and Leasing Commissions. Except as contemplated in Section 9.3.1, Purchaser shall be responsible for the payment of all of the following Tenant Inducement Costs (as hereinafter defined) and leasing commissions: (ai) those set forth in a Lease existing specifically identified as of November 15Purchaser’s obligation on Exhibit K attached hereto, 2017 and which relate to any renewal or expansion of any Lease occurring after November 15, 2017; are not Seller’s responsibility under the following sentence and (bii) any others that are not Seller Commissionsthose relating to New Leases or renewals, includingamendments, without limitation, those set forth in Section 4.3.3 above (collectively, “Purchaser Commissions”)expansions and extensions of leases entered into or which first become binding after the Effective Date. Seller shall be responsible for the payment of all of the following Tenant Inducement Costs and leasing commissions: (i) those specifically identified as Seller’s obligation on Schedule 2.2; Exhibit K and (ii) those set forth in a Lease relating to existing Leases and not identified as of November 15, 2017 which, pursuant to such Lease, are payable prior to the Closing Date or relate to the base term of any Lease or the renewal or expansion of any Lease that occurred prior to November 15, 2017 (collectively, “Seller Commissions”). Purchaser’s obligations on Exhibit K. For purposes hereof, the term “Tenant Inducement Costs” shall mean any payments required under a Lease to be paid by the landlord thereunder to or for the benefit of the tenant thereunder which is in the nature of a tenant inducement, including specifically, without limitation, tenant improvement costs, tenant allowances, costs of required landlord work under a lease, lease buyout costs (other than those accruing as a result of a buyout option executed by Purchaser after the Closing Date, which buyout costs shall be Purchaser’s sole and exclusive responsibility), conveyance tax, moving, design, refurbishment and club membership allowances, but specifically excluding legal fees or loss of income resulting from any free rental period (it being agreed that Seller shall bear the loss resulting from any free rental period until the date of Closing and that Purchaser shall bear such loss from and after the Closing Date). The agreed tentative credit If, as of the date of Closing, Seller shall have paid any Tenant Inducement Costs or leasing commissions for which Purchaser is responsible pursuant to this Section 4.3.8, Seller shall be credited with an amount equal to such Tenant Inducement Costs and leasing commissions. If, as of the date of Closing, Seller shall not have paid any Tenant Inducement Costs or leasing commissions for which Seller is responsible to have paid prior to the date of Closing in accordance with the provisions of this Section 4.3.8, Purchaser shall be credited with respect an amount equal to such Tenant Inducement Costs and leasing commissions is set forth in Schedule 2.2. Prior and Purchaser shall assume the obligation to Closing either party shall have pay the right to update Schedule 2.2 to reflect (a) any change to the scheduled Closing Date, (b) amounts credited to Purchaser on Schedule 2.2 that Seller actually paid prior to Closing, (c) adjustment to the Hawaii State Federal Credit Union credit shown on Schedule 2.2 based on the actual date of its lease execution and the date of substantial completion of the landlord’s work thereunder, and (d) adjustment to the Bedmart credit based on the date of substantial completion of the landlord’s work under its lease. The updated Schedule 2.2 shall be subject to the other party’s approval, which shall not be unreasonably withheld, and upon such approval the parties agree to reduce the Purchase Price to reflect the final amount of the credit. Seller hereby indemnifies, protects, defends and holds Purchaser and the Purchaser’s Designees, and their respective constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Purchaser Indemnified Parties”), harmless from and against any and all claims, actions, suits, demands, losses, damages, liabilities, obligations, judgments, settlements, awards, penalties, costs or expenses (including reasonable attorneys’ fees and expenses) (collectively, “Losses”) that any or all of Purchaser or the Purchaser Indemnified Parties actually suffers and incurs as a result of the failure by Seller to timely pay or discharge any of the Seller Commissions (except to the ImanageDB:4161238.11 extent Purchaser receives a credit therefore hereunder). Purchaser hereby indemnifies, protects, defends and holds Seller and the Seller Indemnified Parties harmless from and against all Losses that any or all of Seller, its constituent members or partners, subsidiaries, parent companies and affiliates, and each of their respective directors, managers, trustees, officers, employees and agents, and each of their successors and assigns (the “Seller Indemnified Parties”) actually suffers or incurs as a result of the failure by Purchaser to timely pay or discharge any of the Purchaser Commissionssame.