Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 3 contracts
Samples: Lease (Codiak BioSciences, Inc.), Non Disturbance, Attornment and Subordination Agreement (Codiak BioSciences, Inc.), Non Disturbance, Attornment and Subordination Agreement (Codiak BioSciences, Inc.)
Attornment. Unless Notwithstanding anything to the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contrary contained in the Mortgage Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (if applicable)“New Owner”) by, or by any in-lieu of judicial or non-judicial foreclosure or other proceeding for enforcement of the Mortgage, or Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property Tenant pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions terms of the Lease for the balance remainder of the term thereof and any extensions or renewals thereof which may Lease term; (b) Tenant shall be effected bound to New Owner in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession all of the Property, provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its lessor under the Lease. Such landlord, such attornment shall to be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods instrument; (an “Event of Default”), Agent d) New Owner shall not name or join Tenant as a defendant in be liable for any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant prior landlord under the Lease, whether pursuant including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the assignment of rents set forth in the Mortgage or otherwiseleased premises and New Owner fails to cure same after receiving notice thereof; or (ce) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section New Owner shall not be construed in subject to any manner that would prevent Agent from (i) carrying out offsets or defenses which Tenant may have against any nonjudicial foreclosure proceeding prior landlord under the MortgageLease, including, without limitation, Owner, except where such offsets or (ii) obtaining the appointment defenses arise out of a receiver default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under the Property as and when permitted under applicable lawLease following any subsequent transfer of the title to the leased premises by New Owner.
Appears in 3 contracts
Samples: Attornment Agreement (Mersana Therapeutics, Inc.), Attornment Agreement (Mersana Therapeutics, Inc.), Lease (Netscout Systems Inc)
Attornment. Unless Each New Sublease entered into from and after the Lease is terminated date hereof shall provide that, (a) in accordance with Paragraph 1, if the interests event of a termination of the Master Lease the Tenant under such Sublease shall attorn to Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) and shall recognize Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) as lessor under such Sublease without change in the Lease shall be transferred by reason provisions thereof and (b) in the event, following any termination of the exercise Master Lease, of the power enforcement by Lender of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage remedy under this Agreement or the Assignment of RentsSecurity Instrument, the lessee thereunder shall be bound to Tenant under such Lease shall, at the Purchaser option of Lender or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser other Person succeeding to the interest of Lender as landlord under such Lease as a result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under such Lease without change in the Lease provisions thereof; provided, however, Lender or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the taking due date of possession such installment, (ii) any act or omission of or default by Borrower (or in the case of the Property Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, under any such Lease, (iii) any credits, claims, setoffs or defenses which any Tenant may have against Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, (iv) any obligation on the part of Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, pursuant to such Lease, to perform any tenant improvement work or (v) any obligation on the part of Borrower (or in the case of the Maryland Property, Maryland Loan Guarantor) or Master Lessee, as applicable, pursuant to such Lease, to pay any sum of money to any Tenant. Each such New Sublease shall also provide that, upon the reasonable request by Agent. NeverthelessLender or such successor in interest, the Tenant shall, from time to time, shall execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon confirming such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 2 contracts
Samples: Loan and Security Agreement (BlueLinx Holdings Inc.), Loan and Security Agreement (BlueLinx Holdings Inc.)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor Tenant agrees to attorn to and recognize as its landlord under the Lease shall be transferred each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the exercise Security Instrument, deed-in-lieu of the power of sale contained in the Mortgage (if applicable)foreclosure, or by any foreclosure or other proceeding for sale in connection with enforcement of the Mortgage, Security Instrument or by deed otherwise in lieu of foreclosure or such other proceeding, or if Agent takes possession satisfaction of the Property pursuant to any provisions Loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the Purchaser terminated or Agent, affected thereby but shall continue in full force and effect as the case may be, under a direct lease between Successor Owner and Tenant upon all of the terms, covenants and conditions of set forth in the Lease for and Successor Owner shall assume and be bound to Tenant to perform the balance obligations of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor Landlord under the Lease, and Tenantin that event, as lessee under the Lease, does hereby Tenant agrees to attorn to the Purchaser Successor Owner and Agent if it takes possession Successor Owner by virtue of such acquisition of the Property, as its lessor under the Lease. Such attornment Property shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser deemed to the interest have agreed to accept such attornment. Successor Owner shall perform all obligations of the lessor landlord under the Lease arising from and after the date title to the Property is transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or omission of any prior landlord under the taking Lease except that (i) Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature and such that Successor Owner’s failure to cure the same, from and after the date title to the Property is transferred to Successor Owner, would constitute a continuing default under this Lease; (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease unless such sums are actually received by Successor Owner (it being understood and agreed that Successor Owner shall be subject to any offsets, defenses, abatements or counterclaims first arising under the Lease from and after the date of possession such acquisition of the Property by Agent. NeverthelessSuccessor Owner); (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance unless such sums are actually received by Successor Owner; (d) bound by any agreement terminating or amending or modifying the rent, Tenant shallterm, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser commencement date or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and other material terms of the lessee under the Lease upon such attornmentLease, made without Lender’s prior written consent prior to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenanttime Successor Owner succeeded to Landlord’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; interest or (be) such joinder of Tenant is required liable for the recovery by Agent return of any rent at any time owing security deposit or other prepaid charge paid by Tenant under the Lease, whether pursuant except to the assignment of rents set forth in extent such amounts were actually received by Successor Owner. Although the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement; provided, however, that no such instrument shall not increase Tenant’s liability or obligations or decrease Tenant’s rights under this Agreement or the Lease (as modified hereby) other than in de minimis respects. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall be construed limited to Successor Owner’s interest in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawProperty.
Appears in 2 contracts
Samples: Lease Agreement (Adept Technology Inc), Lease Agreement (Adept Technology Inc)
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu event of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment conveyance in lieu of Rentsforeclosure, the lessee thereunder shall be bound which foreclosure or conveyance occurs prior to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance expiration date of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in of the Lease, with including any extensions and renewals of such term now provided thereunder, Tenant shall, at the same force election of the Acquiring Party, either: (i) attorn to and effect recognize the Acquiring Party as if the Purchaser or Agent were the lessor new landlord under the Lease, which Lease shall thereupon become a direct lease between Tenant and Tenant, as lessee under the Lease, does hereby attorn to Acquiring Party for the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance remainder of the term of the Lease and any such extensions and renewals, shall be and (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as now are set forth in the Lease except as otherwise expressly provided herein. So long as (subject to the terms of this Agreement); or (ii) if any Landlord default under the Lease has is not been susceptible to cure and results in the termination of the Lease, or the Lease is terminated on account for any other reason, including, without limitation, as a result of Tenant’s default that has continued beyond applicable cure periods rejection in a bankruptcy or similar proceeding, then upon receiving the written request of the Acquiring Party, Tenant shall enter into a new lease of the Demised Premises with the Acquiring Party (an a “Event of DefaultNew Lease”), Agent which New Lease shall not name or join Tenant be upon substantially the same terms, covenants and conditions as a defendant are set forth in any judicial action or proceeding that is commenced pursuant the Lease (subject to the exercise terms of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (athis Agreement) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent remainder of the term of the Lease (including all extension periods which have been or are hereafter exercised). Nothing in this Section 3 shall be deemed to constitute a limitation or waiver of any rent at any time owing by rights or remedies of Tenant under the Lease, whether pursuant subject to the assignment of rents limitations set forth in Section 4 below. In either such event described in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from preceding clauses (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining of this Section 3, Tenant hereby agrees to pay and perform all of the appointment obligations of a receiver Tenant pursuant to the Lease (or the New Lease, as applicable) for the Property benefit of the Acquiring Party. For all purposes of this Agreement, the word “Lease” shall be deemed to mean the Lease or any such New Lease, as and when permitted under applicable lawapplicable.
Appears in 2 contracts
Samples: Lease Agreement (Blue Apron Holdings, Inc.), Lease Agreement (Blue Apron Holdings, Inc.)
Attornment. Unless In the Lease is terminated event of (a) a transfer of Landlord’s interest in accordance with Paragraph 1the Leased Premises, if (b) the interests termination of any ground or underlying lease of the lessor under Building or the Lease shall be transferred by reason land on which it is constructed, or both, or (c) the purchase of the exercise of the power of Building or Landlord’s interest therein in a foreclosure sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such other proceedingevents Tenant shall, upon demand by the owner of the Building or the land on which it is constructed, or if Agent takes possession both, attorn to and recognize the transferee or purchaser of the Property pursuant to any provisions of the Mortgage Landlord’s interest or the Assignment of Rents, lessor under the lessee thereunder shall be bound to the Purchaser terminated ground or Agentunderlying lease, as the case may be, as Landlord under all of the terms, covenants and conditions of the this Lease for the balance then remaining of the term thereof Term, and thereafter this Lease shall continue as a direct lease between such person, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, transferee or purchaser shall not be liable for any extensions act or renewals thereof which may omission of Landlord prior to such lease termination or prior to such person’s succession to title, nor be effected subject to any offset, defense or counterclaim accruing price to such lease termination or prior to such person’s succession to title, nor be bound by any payment of Basic Rent or Additional Charges prior to such lease termination or prior to such person’s succession to title for more than one (1) month in accordance with any option therefor in advance. Tenant shall, upon request by Landlord or the Lease, with the same force and effect as if the Purchaser transferee or Agent were purchaser of Landlord’s interest or the lessor under the Lease, and Tenantterminated ground or underlying lease, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to timecase may be, execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of confirming the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in Section. Tenant hereby waives the provisions of any manner that would prevent Agent from (i) carrying out present or future law or regulation which gives or purports to give Tenant any nonjudicial foreclosure proceeding under the Mortgageright to terminate or otherwise adversely affect this Lease, or (ii) obtaining the appointment obligations of Tenant hereunder, upon or as a receiver for result of the Property as termination of any such ground or underlying lease or the completion of any such foreclosure and when permitted under applicable lawsale.
Appears in 2 contracts
Samples: Lease Agreement (Comscore, Inc.), Lease Agreement (Comscore, Inc.)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor Tenant agrees to attorn to and recognize as its landlord under the Lease shall be transferred each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the exercise Security Instrument, deed-in-lieu of the power of sale contained in the Mortgage (if applicable)foreclosure, or by any foreclosure or other proceeding for sale in connection with enforcement of the MortgageSecurity Instrument or otherwise in satisfaction of the Loan ("Successor Owner"). In no event will any Successor Owner be: (a) liable for any default, act or omission of any prior landlord under the Lease, provided that the foregoing shall not limit Successor Owner's obligations under the Lease to correct any conditions of a continuing nature that (x) existed as of the date Successor Owner became the owner of the Property, and (y) violate Successor Owner's obligations as landlord under the Lease; (b) subject to any offset or defense which Tenant may have against any prior landlord under the Lease; (c) bound by any payment of rent or additional rent (other than first month’s rent) made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, or by deed in lieu waiver of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the Lease terms, covenants and conditions made without Agent's written consent thereto, except for: (i) any amendment or modification of the Lease that is provided for or contemplated in the Lease in connection with Tenant's exercise of any renewal or extension rights with respect to the term, including any provision thereof that sets rental amounts or other economic terms for the balance of the term thereof and any extensions extension term, so long as such rental amounts or renewals thereof which may be effected in accordance with any option therefor other economic terms are specified in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn determined pursuant to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease appraisal or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now arbitration procedures set forth in the Lease except as otherwise expressly (and provided herein. So that any rental amounts and other economic terms for the extension term that are voluntarily agreed-to between Landlord and Tenant are subject to Agent's approval rights set forth below in this Section 3), and so long as such amendment or modification is otherwise consistent with the terms of such renewal or extension rights; (ii) writings that establish the Lease has not been terminated on account Commencement Date (as that term is defined in the Lease); (iii) documentation confirming approvals or consents in accordance with the Lease and this Agreement (such as consents to subleases or assignments); and (iv) execution of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remediesestoppel certificates; or (be) such joinder of Tenant is required liable for the recovery by Agent return of any rent at any time owing security deposit or other prepaid charge paid by Tenant under the Lease, whether pursuant except to the assignment of rents set forth in extent such amounts were actually received by Agent. Although the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section Agreement are self-operative, Tenant agrees to execute and deliver to Agent or any Successor Owner such further instruments as Agent or a Successor Owner may from time to time reasonably request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall not be construed limited to Successor Owner's interest in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawProperty.
Appears in 2 contracts
Samples: Non Disturbance and Attornment Agreement (Kodiak Sciences Inc.), By And (Kodiak Sciences Inc.)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as "Purchaser"), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a "Prior Landlord") to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser's obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or Lease, (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the recovery by Agent return of any rent at any time owing rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, whether made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Landlord's interest. In the event that any liability of Purchaser does arise pursuant to the assignment of rents set forth this Agreement, such liability shall be limited and restricted to Purchaser's interest in the Mortgage or otherwise; or (c) Property and shall in no event exceed such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawinterest.
Appears in 2 contracts
Samples: Lease and Agreement of Lease (Techniclone Corp/De/), Lease and Agreement of Lease (Televideo Systems Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a “Prior Landlord”) to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or Lease, (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, (c) liable for the recovery by Agent return of any rent at any time owing rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, whether made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of rents set forth the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Mortgage Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or otherwise; its successors or (c) assigns, Tenant shall enter into a new lease of the Premises with Lender or such joinder is required in order to enforce any right of Agent to enter the Property successor or assign for the purpose then remaining term of making the Lease, upon the same terms and conditions as contained in the Lease (including without limitation any inspection or assessmentrenewal options), or except as otherwise specifically provided in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawAgreement.
Appears in 2 contracts
Samples: Deed of Trust and Security Agreement (American Assets Trust, Inc.), Security Agreement (American Assets Trust, Inc.)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or if Agent takes possession affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease. In the event that purchaser becomes the owner of the Property, Tenant agrees to attorn to Purchaser provided that Purchaser recognizes all of Tenant’s rights and privileges under the Lease and Purchaser by virtue of such acquisition of the Property pursuant shall be deemed to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder have agreed to accept such attornment and shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease Lease, provided, however, that Purchaser shall not be (i) liable for the balance failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the term thereof and Property (other than to cure defaults of a continuing nature of which Lender receives notice), (ii) subject to any extensions offsets, defenses, abatements or renewals thereof counterclaims which may shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property (except that Purchaser shall be effected bound of which Lender receives notice by such offsets, defenses, abatements or counterclaims that arise from a default of Prior Landlord which continue after the time Purchaser acquires title to the Property), (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums or instrument are actually received by Purchaser or a credit is given to Purchaser therefor, (iv) bound by any option therefor payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (v) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, with or any voluntary surrender of the same force and effect as if the Purchaser or Agent were the lessor premises demised under the Lease, and Tenantmade without Lender’s, as lessee under or after the Lease, does hereby attorn to the Purchaser and Agent if it takes possession acquisition of the Property, as its lessor under Purchaser’s prior written consent which shall not be unreasonably withheld, conditioned or delayed. Notwithstanding the Lease. Such attornment foregoing, Tenant shall be effective and self-operative without the execution of under no obligation to pay any further instruments upon the succession by rents to Purchaser until Tenant receives written notice from Prior Landlord or Lender that Purchaser has succeeded to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Prior Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 2 contracts
Samples: Lease Ii Agreement (Amf Bowling Worldwide Inc), Lease I Agreement (Amf Bowling Worldwide Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a “Prior Landlord”) to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or Lease, (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, (c) liable for the recovery by Agent return of any rent at any time owing rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) unless set forth in any instrument or document provided to Lender prior to Lender’s execution hereof, bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, whether made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser’s consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of rents set forth the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Mortgage Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or otherwise; its successors or (c) assigns, Tenant shall enter into a new lease of the Premises with Lender or such joinder is required in order to enforce any right of Agent to enter the Property successor or assign for the purpose then remaining term of making the Lease, upon the same terms and conditions as contained in the Lease (including without limitation any inspection or assessmentrenewal options), or except as otherwise specifically provided in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawAgreement.
Appears in 2 contracts
Samples: Non Disturbance and Attornment Agreement (American Assets Trust, Inc.), Deed of Trust and Security Agreement (American Assets Trust, Inc.)
Attornment. Unless If the Lease is terminated in accordance with Paragraph 1holder of any ground lease, if the interests mortgage, deed of the lessor trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the Lease shall be transferred by reason pertinent mortgage, deed of the exercise of the power of sale contained trust or security instrument and succeeds to Landlord’s interest in the Mortgage (if applicable)Leased Premises, or by Tenant shall, upon request of any foreclosure person succeeding to the interest of such lender as result of such enforcement, attorn to and recognize as its landlord and become the Tenant of said successor-in-interest without change in the terms or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage this Lease or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon instrument by Tenant, provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than thirty (30) days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any act or omission of any previous landlord (including Landlord), provided that as successor landlord it shall be obligated to cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession by Purchaser to the interest position of landlord and commencement of control and management of the lessor under the Lease Property, (iii) subject to any offset, defense, recoupment or the taking counterclaim that Tenant may have given to any previous landlord (including Landlord), or (iv) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within ten (10) days after receipt of possession of the Property request by Agent. Neverthelesssaid successor-in-interest, Tenant shall, from time to time, shall execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon confirming such attornment, to the extent of the then remaining balance of the term of the Lease including a non-disturbance, attornment and subordination agreement in a form required by any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawsuccessor-in-interest.
Appears in 2 contracts
Samples: Office Lease, Office Lease (Puma Biotechnology, Inc.)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the If all or any Portion of Landlord's interests of the lessor under the Lease hereunder shall be transferred voluntarily or by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding proceedings for enforcement of any mortgage or other form of lien or financing on the MortgageBuilding or any part thereof, or by deed in lieu Tenant shall, at the option of foreclosure or such other proceedingsaid transferee, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease such transferee ("Purchaser") for the balance of the term thereof hereof remaining, and any extensions or renewals thereof hereof which may be effected in accordance with any option therefor in the Lease, terms and provisions hereof with the same force and effect as if the Purchaser or Agent were the lessor Landlord under the this Lease, and Tenant, as lessee under the Lease, Tenant does hereby agree, at the option of Purchaser, to attorn to the Purchaser and Agent Purchaser, including the mortgagee under any such mortgage if it takes possession of be the Property, Purchaser as its lessor under the Lease. Such Landlord, said attornment shall to be effective and self-operative without the execution of any further instruments upon the succession by Purchaser succeeding to the interest of the lessor Landlord under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionthis Lease. The respective rights and obligations of Purchaser, Agent Tenant and of the lessee under the Lease Purchaser upon such attornment, to the extent of the then remaining balance of the term of the this Lease and any such extensions and renewalsrenewals hereof, shall be and are the same as now those set forth in the Lease except as otherwise expressly provided herein. So long as In the event of such transfer of Landlord's interests, Landlord shall be released and relieved from all liability and responsibility thereafter to Tenant under this Lease has not been terminated on account or otherwise and Landlord's successor shall become liable and responsible to Tenant in respect to all obligations of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under this Lease accruing from and after the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce date of such rights transfer, including, without limitation, the retention, disbursement and remedies; or (b) such joinder of Tenant is required for the recovery by Agent return of any rent at any time owing by Tenant under the Leaseand all security deposits and advance rent, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawif any.
Appears in 2 contracts
Samples: Office Lease Agreement (BMS Distributing Corp.), Office Lease Agreement (Claires Stores Inc)
Attornment. Unless Tenant agrees that upon any termination of Landlord’s interest in the Lease is terminated in accordance with Paragraph 1Premises, if Tenant shall, upon request, attorn to the interests person or organization then holding title to the reversion of the lessor under Premises (the Lease “Successor”) and to all subsequent Successors, and shall be transferred by reason pay to the Successor all of the exercise rents and other monies required to be paid by Tenant hereunder and perform all of the power of sale contained other terms, covenants, conditions and obligations in the Mortgage (this Lease contained; provided, however, that if applicable)in connection with such attornment Tenant shall so request from such Successor in writing, or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant Successor shall execute and deliver to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, Tenant an instrument wherein such Successor agrees that as the case may be, under long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with the same force and effect as if the Purchaser or Agent were the lessor on Tenant’s part to be performed, Tenant’s possession under the Lease, and Tenant, as lessee under provisions of this Lease shall not be disturbed by such Successor. In the Lease, does hereby attorn to event that the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser Mortgagee succeeds to the interest of the lessor under the Lease Landlord hereunder and is advised by its counsel that all or the taking of possession any portion of the Property Annual Base Rent or additional rent payable by Agent. NeverthelessTenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Tenant shallMortgagee, as Landlord, shall have the right at any time, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give to notify Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and in writing of the lessee under the Lease upon such attornment, required changes to the extent of the then remaining balance of the term of the Lease and Lease. Tenant shall execute all documents necessary to effect any such extensions and renewalsamendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of such amendment increase Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name payment obligations or join Tenant as a defendant in any judicial action other liability under this Lease or proceeding that is commenced pursuant to the exercise of Agentreduce Landlord’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawobligations hereunder.
Appears in 2 contracts
Samples: Agreement of Lease (Spectranetics Corp), Agreement of Lease (Spectranetics Corp)
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu event of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment conveyance in lieu of Rentsforeclosure, the lessee thereunder shall be bound which foreclosure or conveyance occurs prior to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance expiration date of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in of the Lease, with including any extensions and renewals of such term now provided thereunder, Tenant shall, at the same force election of the Acquiring Party, either: (i) attorn to and effect recognize the Acquiring Party as if the Purchaser or Agent were the lessor new landlord under the Lease, which Lease shall thereupon become a direct lease between Tenant and Tenant, as lessee under the Lease, does hereby attorn to Acquiring Party for the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance remainder of the term of the Lease and any such extensions and renewals, shall be and (including all extension periods which have been or are hereafter exercised) upon the same terms and conditions as now are set forth in the Lease except as otherwise expressly provided herein. So long as (subject to the terms of this Agreement); or (ii) if the Lease has not been is terminated on account as a result of Tenant’s default that has continued beyond applicable cure periods rejection in a bankruptcy or similar proceeding, then upon receiving the written request of the Acquiring Party, Tenant shall enter into a new lease of the Demised Premises with the Acquiring Party (an a “Event of DefaultNew Lease”), Agent which New Lease shall not name or join Tenant be upon the same terms, covenants and conditions as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents are set forth in the Mortgage or otherwise; or Lease (csubject to the terms of this Agreement) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose remainder of making any inspection the term of the Lease (including all extension periods which have been or assessment, or are hereafter exercised). In either such event described in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from preceding clauses (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining of this Section 3 and subject to Tenant’s express rights under the appointment Lease and the terms of a receiver this Agreement, Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to the Lease (or the New Lease, as applicable) for the Property benefit of the Acquiring Party. Tenant’s only rights to terminate the Lease are described in Sections 14.2 and 14.4 of the Lease. For all purposes of this Agreement, the word “Lease” shall be deemed to mean the Lease or any such New Lease, as and when permitted under applicable lawapplicable.
Appears in 2 contracts
Samples: Lease Agreement (Hubspot Inc), Lease Agreement (Hubspot Inc)
Attornment. Unless Notwithstanding anything to the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contrary contained in the Mortgage Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (if applicable)“New Owner”) by, or by any in-lieu of judicial or non-judicial foreclosure or other proceeding for enforcement of the Mortgage, or Tenant agrees. for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property Tenant pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions terms of the Lease for the balance remainder of the term thereof and any extensions or renewals thereof which may Lease term; (h) Tenant shall be effected bound to New Owner in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession all of the Property, provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its lessor under the Lease. Such landlord, such attornment shall to be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods instrument; (an “Event of Default”), Agent d) New Owner shall not name or join Tenant as a defendant in be liable for any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant prior landlord under the Lease, whether pursuant including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the assignment of rents set forth in the Mortgage or otherwiseleased premises and New Owner fails to cure same after receiving notice thereof; or (ce) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section New Owner shall not be construed in subject to any manner that would prevent Agent from (i) carrying out offsets or defenses which Tenant may have against any nonjudicial foreclosure proceeding prior landlord under the MortgageLease. including, without limitation, Owner, except where such offsets or (ii) obtaining the appointment defenses arise out of a receiver default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (1) New Owner shall not be liable for any obligations of landlord arising under the Property as and when permitted under applicable lawLease following any subsequent transfer of the title to the leased premises by New Owner.
Appears in 2 contracts
Samples: Lease (New Relic Inc), Office Lease (New Relic Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if If the interests of the lessor Landlord under the this Lease shall be transferred voluntarily or by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding proceedings for enforcement of any mortgage on the MortgageLeased Premises, or by deed in lieu Tenant shall, at the election of foreclosure or such other proceedingtransferee, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to such transferee (herein sometimes called the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease “Purchaser”) for the balance of the term thereof hereof remaining, and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Leaseterms and provisions hereof, with the same force and effect as if the Purchaser or Agent were the lessor Landlord under the this Lease, and Tenant, as lessee under the Lease, Tenant does hereby agree to attorn to the Purchaser and Agent Purchaser, including the mortgagee under any such mortgage if it takes possession of be the PropertyPurchaser, as its lessor under the Lease. Such landlord, said attornment shall to be effective and self-operative without the execution of any further instruments instruments, upon the succession by Purchaser succeeding to the interest of Landlord under this Lease. Notwithstanding the lessor under the Lease or the taking of possession of the Property by Agent. Neverthelessforegoing, however, Tenant shall, from time hereby agrees to time, execute and deliver such reasonable instruments evidencing such any instrument(s) which Landlord may deem desirable to evidence said attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionby Tenant. The respective rights and obligations of Purchaser, Agent Tenant and of the lessee under the Lease Purchaser upon such attornment, to the extent of the then remaining balance of the term Term of the this Lease and any such extensions and renewals, shall be and are the same as now those set forth in the Lease except as otherwise expressly provided herein. So long as In the event of such transfer of Landlord’s interests, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under this Lease has not been terminated on account or otherwise and Landlord’s successor by acceptance of Tenant’s default that has continued beyond applicable cure periods (an “Event Rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under this Lease accruing from and after the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce date of such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawtransfer.
Appears in 2 contracts
Samples: Lease Agreement, Lease Agreement (Omnicomm Systems Inc)
Attornment. Unless Each New Real Property Lease entered into from and after the Lease is terminated Closing Date shall, unless otherwise consented to by the Administrative Agent in accordance with Paragraph 1its commercially reasonable discretion (which consent shall not be unreasonably withheld, if delayed or conditioned), provide that in the interests event of the lessor enforcement by the Administrative Agent of any remedy under this Agreement or the Mortgages, the Tenant under such Real Property Lease shall be transferred by reason shall, at the option of the exercise of the power of sale contained in the Mortgage (if applicable), Administrative Agent or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser other Person succeeding to the interest of the Administrative Agent as a result of such enforcement, attorn to the Administrative Agent or to such Person and shall recognize the Administrative Agent or such successor in the interest as lessor under such Real Property Lease without change in the provisions thereof; provided, however, the Administrative Agent or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by the Borrower or any Restricted Subsidiary under any such Real Property Lease (but the Administrative Agent, or such successor, shall be subject to the taking of possession continuing obligations of the Property by Agent. Nevertheless, Tenant shall, landlord to the extent arising from time to time, execute and deliver after such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, succession to the extent of the then remaining balance Administrative Agent’s, or such successor’s, interest in the applicable Mortgaged Property), (iii) any credits, claims, setoffs or defenses which any Tenant may have against the Borrower or any Restricted Subsidiary, (iv) any obligation on the part of the term Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, to perform any tenant improvement work, or (v) any obligation on the part of the Lease and Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, to pay any sum of money to any Tenant but only to the extent that the Administrative Agent or such successor in interest is not in receipt of any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly funds provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessmentcovering (i) through (v) above. In addition, or in order each such New Real Property Lease shall, unless otherwise PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED BY STATION CASINOS, LLC WITH THE SECURITIES AND EXCHANGE COMMISSION (“SEC”), CONFIDENTIAL PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE SEC. THIS INFORMATION HAS BEEN DENOTED BY ASTERISKS [***]. consented to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section Administrative Agent in its commercially reasonable discretion (which consent shall not be construed unreasonably withheld, delayed or conditioned), provide that, upon the reasonable request by the Administrative Agent or such successor in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under interest, the Mortgage, Tenant shall execute and deliver an instrument or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawinstruments confirming such attornment.
Appears in 2 contracts
Samples: Credit Agreement (Station Casinos LLC), Credit Agreement (Station Casinos LLC)
Attornment. Unless In the Lease is terminated event of (i) a transfer of Landlord's interest in accordance with Paragraph 1the Premises, if (ii) the interests termination of any ground or underlying lease of the lessor under Building or the Lease shall be transferred by reason land on which it is constructed, or both, or (iii) the purchase of the exercise of the power of Building or Landlord's interest therein in a foreclosure sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure under any Mortgage or such other proceeding, or if Agent takes possession of the Property pursuant to a power of sale contained in any provisions Mortgage, then in any of such events Tenant shall, at the Mortgage request of Landlord or Landlord's successor in interest, attorn to and recognize the transferee or purchaser of Landlord's interest or the Assignment of Rents, lessor under the lessee thereunder shall be bound to the Purchaser terminated ground or Agentunderlying lease, as the case may be, as Landlord under all of the terms, covenants and conditions of the this Lease for the balance then remaining of the term thereof Term, and thereafter this Lease shall continue as a direct lease between such lessor, transferee or purchaser, as "Landlord," and Tenant, as "Tenant," except that such lessor, transferee or purchaser shall not be liable for any extensions act or renewals thereof which may omission of Landlord prior to such lease termination or prior to its succession to title, nor be effected subject to any offset, defense or counterclaim accruing prior to such lease termination or prior to such succession to title, nor be bound by any payment of Base Rent or Additional Rent prior to such lease termination or prior to such succession to title for more than one month in accordance with any option therefor in advance. Tenant shall, upon request by Landlord or the Lease, with the same force and effect as if the Purchaser transferee or Agent were purchaser of Landlord's interest or the lessor under the Lease, and Tenanttermination ground or underlying lease, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to timecase may be, execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of confirming the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in Section. Tenant hereby waives the provisions of any manner that would prevent Agent from (i) carrying out present or future law or regulation which gives or purports to give Tenant any nonjudicial foreclosure proceeding under the Mortgageright to terminate or otherwise adversely affect this Lease, or (ii) obtaining the appointment obligations of Tenant hereunder, upon or as a receiver for result of the Property as termination of any such ground or underlying lease or the completion of any such foreclosure and when permitted under applicable lawsale.
Appears in 2 contracts
Samples: Disturbance and Attornment Agreement (Versatility Inc), Proxicom Inc
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests Upon request of the lessor under holder of any note secured by a mortgage or deed of trust on the Lease Building or Property, Exhibitor will agree in writing that no action taken by such holder to enforce said mortgage or deed of trust shall be transferred by reason terminate this Agreement or invalidate or constitute a breach of any of the exercise provisions hereof and Exhibitor will attorn to such mortgagee or holder, or to any purchaser of the power of sale contained in the Mortgage (if applicable)Property or Building, or by at any foreclosure sale or other proceeding for enforcement of the Mortgage, or by deed sale in lieu of foreclosure or such other proceedingforeclosure, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof Term and any extensions or renewals thereof which may be effected in accordance with any option therefor on all other terms and conditions herein set forth. Exhibitor by entering into this Agreement, covenants and agrees that (a) upon the written direction of Lender it shall pay all rents arising under this Agreement as directed by such Lender; and (b) in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor event such Lender enforces its rights under the Leasemortgage or deed of trust due to a default by Show Management, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession this Agreement is not extinguished by a foreclosure of the Propertymortgage or deed of trust. Exhibitor will, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution upon request of any further instruments upon the succession by Purchaser person succeeding to the interest of the lessor under the Lease or the taking of possession of Show Management in the Property ("successor in interest") as the result of said enforcement, automatically attorn to such successor in interest, without any change in terms or other provisions of this Agreement; provided, however, that said successor in interest shall not be: (i) liable for any previous act or omission of any prior landlord, including Show Management, under this Agreement; (ii) bound by Agent. Neverthelessany payment of rent or additional rent for more than one month in advance, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice except payments in the nature of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, security but only to the extent such payments have been delivered to such successor in interest; (iii) bound by any modifications to the Agreement (including any agreement providing to early termination or cancellation of the then remaining balance Agreement made without any requisite consent of the term of the Lease and Lender or any such extensions and renewalssuccessor in interest; (iv) bound by any convenant or obligation of Show Management to perform, shall be and are the same as now set forth undertake or complete any work in the Lease Premises or to prepare it for occupancy; (v) bound by any obligation to make any payment to Exhibitor or to grant any credits, except as otherwise expressly for service, repairs, maintenance and restoration provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord for under the Mortgage unless (a) applicable law requires Tenant this Agreement to be made a party thereto as a condition performed by Show Management after the date of Exhibitor's attornment; (vi) responsible for any funds, including security deposits, owing to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; Exhibitor or (bvii) such joinder of Tenant is required for the recovery by Agent of subject to any rent at demands, claims, counterclaims, offsets or defenses which Exhibitor might have against any time owing by Tenant under the Leaseprior landlord, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawincluding Show Management.
Appears in 1 contract
Samples: Interactive Health, Inc.
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor Tenant agrees to attorn to and recognize as its landlord under the Lease shall be transferred each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the exercise Security Instrument, deed-in-lieu of the power of sale contained in the Mortgage (if applicable)foreclosure, or by any foreclosure or other proceeding for sale in connection with enforcement of the Mortgage, Security Instrument or by deed otherwise in lieu of foreclosure or such other proceeding, or if Agent takes possession satisfaction of the underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Property, Successor Owner shall perform all obligations of the landlord under the Lease arising from and after the date title to the Property pursuant was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or omission of any prior landlord under the Lease (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and continuing in nature, and such that Successor Owner’s failure to cure would constitute a continuing default under the Lease; for the avoidance of doubt, defaults which are non-monetary include repair and maintenance defaults even though curing such defaults may require the expenditure of money); (b) subject to any provisions offset or defense which Tenant may have against any prior landlord under the Lease; provided, however, that Tenant shall retain the right to offset (i) to the extent expressly set forth in Section X of the Mortgage or Fifth Amendment and the Assignment of Rents, the lessee thereunder shall be bound Work Letter attached as Exhibit B to the Purchaser or AgentFifth Amendment (such rights referred to hereinafter, as the case may betogether, as, “Right of Set-Off”) provided that (x) Tenant has provided Lender with copies of all notices and information required to be sent to Landlord under all Section X and Exhibit B of the termsFifth Amendment, covenants and conditions (y) in no event will Lender or Successor Owner be subject to an aggregate Right of Set-Off in excess of $1,000,000 and (ii) which arise after Successor Owner has acquired legal title to the Property and/or which are non-monetary and continuing as of the Lease for date EXHIBIT B, FIFTH AMENDMENT Successor Owner acquires legal title to the balance Property and can be cured but remain uncured beyond Successor Owner’s applicable cure period; (c) bound by any payment of the term thereof and rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any extensions modification or renewals thereof which may be effected in accordance with any option therefor in supplement to the Lease, with the same force and effect as if the Purchaser or Agent were the lessor waiver of Lease terms, which revise Tenant’s or Landlord’s monetary obligations under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of modifies the term of the Lease and any such extensions and renewalsLease, shall be and are the same as now parties’ termination rights or the description of the Leased Space (expect for those modifications to the description of the Leased Space set forth in the Lease except Fifth Amendment to include the Expansion Space (as otherwise expressly provided herein. So long as defined in the Lease has not been terminated on account of TenantFifth Amendment)) made without Lender’s default that has continued beyond applicable cure periods written consent thereto; (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (ae) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required liable for the recovery by Agent return of any rent at any time owing security deposit or other prepaid charge paid by Tenant under the Lease, whether pursuant except to the assignment extent such amounts were actually received by Lender; (f) liable or bound by any right of rents first refusal or option to purchase all or any portion of the Property; or (g) liable for construction, completion or payment to Tenant for any improvements to the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising); provided, however, that Tenant shall retain the Right of Set-Off set forth in clause 3(b) above and, provided further, that this clause (g) shall in no way modify, limit or impair any obligation of Successor Owner to perform maintenance and repair obligations to existing improvements and provided further, that if Successor Owner fails to perform any such maintenance and repair obligations, then Tenant shall have all rights and remedies available to it in the Mortgage or otherwise; or (c) such joinder is required Lease, at law, and in order to enforce any right of Agent to enter equity. Although the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall not be construed limited to Successor Owner’s interest in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawProperty.
Appears in 1 contract
Samples: Letter (Cynosure Inc)
Attornment. Unless Tenant agrees that the institution of any action or other proceedings by Lender under the Mortgage in order to realize upon Landlord’s interest in the Property shall not result in the cancellation or termination of the Lease is terminated in accordance with Paragraph 1, if the interests or Tenant’s obligations thereunder. If Lender or any subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Mortgage or the acceptance of sale contained a deed or assignment in the Mortgage (if applicable), lieu of foreclosure or by reason of any foreclosure or other proceeding for enforcement of the Mortgage, Mortgage shall become the owner of the Property by reason of the foreclosure of the Mortgage or by the acceptance of a deed in lieu of foreclosure or such other proceedingotherwise: (a) the Lease shall not be terminated, or if Agent takes possession otherwise affected thereby except as specified herein; (b) Tenant shall attorn to Purchaser and recognize Purchaser as its landlord under the Lease for the unexpired term of the Property pursuant Lease, subject to any provisions Tenant’s right of quiet enjoyment under the Lease and all other terms and conditions thereof, said attornment to be effective and self-operative immediately upon Lender succeeding to the interest of the Mortgage or Landlord under the Assignment Lease without the execution of Rents, any further instruments on the lessee thereunder part of any of the parties hereto; and (c) Tenant shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor therefore in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor landlord under the Lease; provided, and Tenanthowever, as lessee that Tenant shall be under the Lease, does hereby attorn no obligation to pay rent to Purchaser until Tenant receives written notice from Purchaser that it has succeeded to the Purchaser and Agent if it takes possession interest of the Property, as its lessor Landlord under the Lease. Such attornment Tenant shall have the right to rely upon the notice from Lender or any Purchaser and shall pay such rents and other amounts to Lender or any Purchaser without any obligation to determine the actual existence of the right of Lender or any Purchaser to receive such rents and other amounts. Landlord shall have no right or claim against Tenant for any such rents and other amounts so paid by Tenant to Lender or any Purchaser and Landlord waives and releases Tenant from any such claims. Landlord and Lender agree that Tenant shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor credited under the Lease for any payments sent to Lender pursuant to such written notice. In the event that Tenant makes such payment(s) to Lender as provided for in this Section, Landlord agrees not to commence any action at law or in equity against Tenant to recover: (x) the taking proceeds of said payment(s); or (y) possession of the Property by Agent. Nevertheless, Tenant shall, from time Premises except pursuant to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice the exercise of such taking of possessionany rights under the Lease. The respective rights and obligations of Purchaser, Agent Tenant and of the lessee under the Lease Lender upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawtherein.
Appears in 1 contract
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests event of a foreclosure or other acquisition of the lessor under Premises, the Lease shall be transferred by reason of recognized as a direct lease from the exercise of Beneficiary, the power of sale contained in purchaser at the Mortgage foreclosure sale, or any such subsequent owner (if applicablecollectively referred to as "Purchaser"), except Purchaser shall not be (i) liable for any previous act or by any foreclosure or other proceeding for enforcement omission of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor Owner under the Lease or the taking of possession of the Property by Agent. Nevertheless(excluding any ongoing maintenance, Tenant shall, from time to time, execute repair and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and replacement obligations of Purchaser, Agent and of the lessee Landlord under the Lease upon such attornmentcontinuing after the foreclosure sale or other acquisition of the Premises by a Purchaser, to the extent accruing after such sale or acquisition); (ii) subject to any offset which shall theretofore have accrued to Tenant against Owner; (iii) subject to any obligation with respect to any security deposit under the Lease unless such security deposit has been physically delivered to Purchaser; (iv) bound by or liable for any representations or warranties of Owner (whether or not set forth in the Lease); (v) liable for any condition in, on or about the Premises (or the land or improvements containing the Premises) existing prior to the Purchaser's foreclosure or other acquisition of the then remaining balance of the term of the Lease and Premises (a "Preexisting Condition") or liable under any such extensions and renewalsindemnity, shall be and are the same as now defense or hold harmless obligation or similar obligation set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise extent it relates to or covers a Pre-Existing Condition Lease (excluding any ongoing maintenance, repair and replacement obligations of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant Lease continuing after the foreclosure sale or other acquisition of the Premises by a Purchaser, to be made a party thereto as a condition to proceeding against Landlord the extent accruing after such sale or in order to prosecute or otherwise fully enforce such rights and remediesacquisition); or (bvi) such joinder bound by any previous modification or prepayment of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant rents or other sums due under the LeaseLease greater than one month unless such modification or prepayment shall have been expressly approved in writing by Beneficiary, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section which approval shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawunreasonably withheld.
Appears in 1 contract
Attornment. Unless If the Lease is terminated in accordance with Paragraph 1holder of any ground lease, if the interests mortgage, deed of the lessor trust or security described above (or its successor-in-interest), enforces its remedies provided by law or under the Lease shall be transferred by reason pertinent mortgage, deed of the exercise of the power of sale contained trust or security instrument and succeeds to Landlord’s interest in the Mortgage (if applicable)Leased Premises, or by Tenant shall, upon request of any foreclosure person succeeding to the interest of such lender as result of such enforcement, attorn to and recognize as its landlord and become the Tenant of said successor-in-interest without change in the terms or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage this Lease or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon instrument by Tenant, provided, however, that said successor-in-interest shall not be (i) bound by any payment of rent for more than thirty (30) days in advance, except prepayment in the nature of security for the performance by Tenant of its obligations under this Lease, (ii) liable for any act or omission of any previous landlord (including Landlord), provided that as Divco\Gateway/Tobira Lease successor landlord it shall be obligated to cure any continuing default of the prior landlord of which it has received prior written notice and shall be liable for acts or omissions accruing or arising after such successor’s succession by Purchaser to the interest position of landlord and commencement of control and management of the lessor under the Lease Property, (iii) subject to any offset, defense, recoupment or the taking counterclaim that Tenant may have given to any previous landlord (including Landlord), or (iv) liable for any deposit that Tenant may have given to any previous landlord (including Landlord) that has not, as such, been transferred to said successor-in-interest. Within ten (10) days after receipt of possession of the Property request by Agent. Neverthelesssaid successor-in-interest, Tenant shall, from time to time, shall execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon confirming such attornment, to the extent of the then remaining balance of the term of the Lease including a non-disturbance, attornment and subordination agreement in a form reasonably required by any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawsuccessor-in-interest.
Appears in 1 contract
Attornment. Unless In the event of foreclosure of or other execution on the Security Instrument or conveyance in lieu of foreclosure, which foreclosure, execution or conveyance occurs prior to the expiration date of the Lease, including any extensions and renewals of the Lease now provided thereunder, it is terminated in accordance with Paragraph 1, if agreed that notwithstanding the interests subordination of the lessor Lease provided for herein, Tenant shall attorn to Lender or Purchaser and recognize Lender or Purchaser as Tenant’s landlord under the Lease, and so long as Tenant is in possession of the premises demised under the Lease shall be transferred by reason of the exercise of the power of sale contained and is not in the Mortgage (if applicable), or by default under any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for beyond any applicable grace or cure period, Lender or Purchaser shall recognize and accept Tenant as its tenant thereunder, whereupon the balance of the term thereof and any extensions or renewals thereof which may be effected Lease shall continue, without further agreement, in accordance with any option therefor in the Lease, with the same full force and effect as if a direct lease between Lender or Purchaser and Tenant for the Purchaser or Agent were remaining term thereof, together with all extensions and renewals now provided thereunder, upon the lessor under same terms, covenants and conditions as therein provided, subject to the Leaseprovisions contained in Section 4 and Section 8 below, and TenantTenant shall thereafter make all rent payments directly to either Lender or Purchaser, as lessee under the Leasecase may be, does hereby attorn subject to the limitations and other provisions contained in Section 4 and Section 8 below. Landlord hereby authorizes Tenant to make such rent payments directly to Lender or Purchaser and Agent if it takes possession of the Property, as its lessor under the Leasewaives all claims against Tenant for any sums so paid at Lender’s or Purchaser’s request and direction. Such attornment as provided herein shall be effective and self-operative without the further aid or execution of any further instruments by parties to this Agreement, immediately upon the succession by Lender or Purchaser succeeding to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 1 contract
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a “Prior Landlord”) to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or Lease, (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, (c) liable for the recovery by Agent return of any rent at any time owing rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, whether made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser's consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of rents set forth the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Mortgage Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or otherwise; its successors or (c) assigns, Tenant shall enter into a new lease of the Premises with Lender or such joinder is required in order to enforce any right of Agent to enter the Property successor or assign for the purpose then remaining term of making the Lease, upon the same terms and conditions as contained in the Lease (including without limitation any inspection or assessmentrenewal options), or except as otherwise specifically provided in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawAgreement.
Appears in 1 contract
Samples: Disturbance and Attornment Agreement (American Assets Trust, Inc.)
Attornment. Unless In the Lease is terminated event any proceedings are brought for the foreclosure of, or in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained under any mortgage and/or deed of trust made by Landlord covering the Premises, or in the Mortgage (if applicable)event Landlord sells, conveys or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor otherwise transfers its interest in the LeaseShopping Center and/or the Development or any portion thereof containing the Premises, with the same this Lease shall remain in full force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does Tenant hereby attorn automatically attorns to the Purchaser new owner. Tenant covenants and Agent if it takes possession of the Propertyagrees, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser at such new owners request, to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments an instrument evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, reasonably satisfactory to the extent of new owner, recognizing the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long new owner as the Lease has not been terminated on account of Tenant’s default landlord under this Lease. Tenant acknowledges that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section new owner shall not be construed in any manner that would prevent Agent from bound by (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, prepayment of more than one (1) month's Rent (except rental deposit but only to he extent received by said successor) or (ii) obtaining any material amendment of the appointment Lease made after the later of a receiver the Commencement Date, or the date that such successor's lien or interest first arose, unless said successor shall have consented to such amendment or (iii) any claims, offsets or defenses of Tenant arising prior to such attornment, except for those specifically provided in the Property Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord's consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. At Tenant's request, the new owner shall acknowledge in writing that, subject to the provisions of this Section, Tenant's interest in the Premises and rights under this Lease shall not be disturbed so long as and when Tenant is not in default under the terms of this Lease beyond the time permitted under applicable lawto cure such default.
Appears in 1 contract
Samples: Lease (Melt Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender on such other proceedingpurchaser being hereinafter referred as "Purchaser"), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a "Prior Landlord") to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser's obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant as a defendant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any judicial action payment of rents, additional rents or proceeding that is commenced pursuant other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender's or Purchaser's prior written consent prior to the time Purchaser succeeded to Landlord's interest, other than with respect to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord any right, options, or elections presently contained in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether including, without limitation, options to terminate and options to extend. In the event that any liability of Purchaser does arise pursuant to the assignment of rents set forth this Agreement, such liability shall be limited and restricted to Purchaser's interest in the Mortgage or otherwise; or (c) Property and shall in no event exceed such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawinterest.
Appears in 1 contract
Samples: Lease Agreement (Informax Inc)
Attornment. Unless Notwithstanding anything to the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contrary contained in the Mortgage Lease, should title to the leased premises and the landlord’s interest in the Lease be transferred to Lender or any other person or entity (if applicable)“New Owner”) by, or by any in lieu of judicial or nonjudicial foreclosure or other proceeding for enforcement of the Mortgage, or Tenant agrees, for the benefit of New Owner and effective immediately and automatically upon the occurrence of any such transfer, that: (a) Tenant shall pay to New Owner all rental payments required to be made by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property Tenant pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions terms of the Lease for the balance remainder of the term thereof and any extensions or renewals thereof which may Lease term; (b) Tenant shall be effected bound to New Owner in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession all of the Property, provisions of the Lease for the remainder of the Lease term; (c) Tenant hereby attorns to New Owner as its lessor under the Lease. Such landlord, such attornment shall to be effective and self-operative without the execution of any further instruments upon instrument; (d) New Owner shall not be liable for any default of any prior landlord under the succession by Purchaser Lease, including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the interest of the lessor leased premises and New Owner fails to cure same after receiving notice thereof; (e) New Owner shall not be subject to any offsets or defenses which Tenant may have against any prior landlord under the Lease Lease, including, without limitation, Owner, except where such offsets or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and defenses are the same as now specifically set forth in the Lease except as otherwise expressly provided herein. So long as and arise out of a default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; (f) New Owner shall not be liable for any obligations of landlord arising under the Lease has following any subsequent transfer of the title to the leased premises by New Owner; (g) New Owner shall not been terminated on account of Tenant’s default that has continued beyond applicable cure periods be bound by any rent or additional rent which Tenant might have paid for more than the then current rental period to any prior landlord (an “Event of Default”including the Landlord), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant except to the exercise of Agent’s rights and remedies arising upon a default extent actually received by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remediesNew Owner; or (bh) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section New Owner shall not be construed in bound by any manner that would prevent Agent from amendment or modification of the Lease made without New Owner’s prior written consent; and (i) carrying out New Owner shall not be bound by or responsible for any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawsecurity deposit not actually received by New Owner.
Appears in 1 contract
Attornment. Unless If the Lease is terminated interest of Landlord in accordance with Paragraph 1, if the interests of the lessor Property and under the Lease shall be transferred acquired by Agent by reason of the exercise foreclosure of the power of sale contained in Mortgage or any other act or proceeding(s) made or brought to enforce the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement rights of the MortgageAgent, or including, but not limited to, by deed in lieu of foreclosure or such as a result of any other proceedingmeans, then the Lease and all terms therein, and the rights of Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or if Agent takes possession disturbed, except in accordance with the terms of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentslease, the lessee thereunder and Tenant shall be bound to Agent and Agent shall be bound to Tenant, subject to the Purchaser or Agent, as the case may be, terms hereof under all of the terms, covenants and conditions of the Lease for the balance of the term thereof terms, and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor Landlord under the Lease. Such In the event Agent acquires the interest of Landlord, Tenant hereby agrees to attorn to Agent as his landlord, said attornment shall to be effective and self-operative without the execution of any further other instruments on the part of either party hereto, immediately upon the succession by Purchaser Agent succeeding to the interest of the lessor Landlord under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant with written notice of such taking same being delivered to Tenant. Upon receipt by Tenant of possession. The respective rights and obligations of Purchaser, said written notice from Agent and of the lessee under the Lease upon such attornment, that Agent has succeeded to the extent interest of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Lease, Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder will make all payments of Tenant is required for the recovery by Agent of any rent at any time owing monetary obligations due by Tenant under the LeaseLease -at the address provided by Initials Agent in the notice. Tenant agrees, whether pursuant however, upon the election of and written demand by Agent within sixty (60) days after Agent receives title to Property, to execute an instrument in confirmation of the assignment of rents foregoing provisions, satisfactory to Agent and Tenant, in which Tenant shall acknowledge this agreement to attorn which shall set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section terms and conditions hereof and shall not be construed deemed or construed, in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding way, as expanding or modifying Tenant’s obligations as tenant under the MortgageLease, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawexcept where specifically set forth herein.
Appears in 1 contract
Samples: Lease (Verisity LTD)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant Tenant agrees to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shallattorn, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser to each Mortgagee, or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and any purchaser of the lessee under Premises, for the Lease upon such attornment, to the extent of the then remaining balance of the term remainder of the Lease and any term, provided that such extensions and renewals, Mortgagee or such purchaser shall then be and are entitled to possession of the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant Premises subject to the exercise provisions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not inure to the benefit of such Mortgagee or such purchaser, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon foreclosure of the Mortgage (in which event the parties shall execute a new lease for the remainder of the Lease term, such new lease to be construed in the same form and substance as the Lease), shall be self-operative upon any manner that would prevent Agent from such demand, and no further instrument shall be required to give effect to said provisions. If any Mortgage is foreclosed or Landlord's interest in the Lease is conveyed or transferred in lieu of foreclosure: (ia) carrying out no person or entity which as a result of foreclosure of a Mortgage or deed in lieu thereof has succeeded to the interests of Landlord in the Lease (a "Successor") shall be liable for any nonjudicial foreclosure proceeding default by Landlord or any other matter which occurred prior to the date such Successor succeeded to Landlord's interests in the Lease, nor shall such Successor be bound by or subject to any offsets or defenses which Tenant may have against Landlord or any other predecessor in interest to such Successor; (b) no Successor shall be bound to recognize any prepayment of rent made by Tenant more than one (1) month in advance of the date due under the Mortgage, Lease; and (c) no Successor shall be bound to recognize any amendment or (ii) obtaining modification of the appointment Lease made without the written consent of a receiver for the Property as and when permitted under applicable lawMortgagee.
Appears in 1 contract
Samples: Industrial Building Lease (Alliance Data Systems Corp)
Attornment. Unless In the Lease is terminated event of (a) a transfer of Landlord’s interest in accordance with Paragraph 1the Building, if (b) the interests termination of any ground or underlying lease of the lessor under Building or the Lease shall be transferred by reason Land, or both, or (c) the purchase or other acquisition of the exercise of the power of Building or Landlord’s interest therein in a foreclosure sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure under any Mortgage or such other proceeding, or if Agent takes possession of the Property pursuant to a power of sale contained in any provisions Mortgage, then in any of such events Tenant shall, at the Mortgage request of Landlord or Landlord’s successor in interest, attorn to and recognize the transferee or purchaser of Landlord’s interest or the Assignment of Rents, lessor under the lessee thereunder shall be bound to the Purchaser terminated ground or Agentunderlying lease, as the case may be, as Landlord under all of the terms, covenants and conditions of the this Lease for the balance then remaining of the term thereof Term, and thereafter this Lease shall continue as a direct lease between such Person, as “Landlord,” and Tenant, as “Tenant,” except that such lessor, transferee or purchaser shall not be liable for any extensions act or renewals thereof which may omission of Landlord before such lease termination or before such Person’s succession to title, nor be effected subject to any offset, defense or counterclaim accruing before such lease termination or before such Person’s succession to title, nor be bound by any payment of Basic Rent or Additional Charges before such lease termination or before such Person’s succession to title for more than one month in accordance with any option therefor in advance. Except as set forth above, the Leasenew landlord shall agree to undertake all obligations of Landlord hereunder. Tenant shall, with within ten (10) days after request by Landlord or the same force and effect as if the Purchaser transferee or Agent were purchaser of Landlord’s interest or the lessor under the Lease, and Tenantterminated ground or underlying lease, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to timecase may be, execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of confirming the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in Section. Tenant hereby waives the provisions of any manner that would prevent Agent from (i) carrying out present or future law or regulation which gives or purports to give Tenant any nonjudicial foreclosure proceeding under the Mortgageright to terminate or otherwise adversely affect this Lease, or (ii) obtaining the appointment obligations of Tenant hereunder, upon or as a receiver for result of the Property as termination of any such ground or underlying lease or the completion of any such foreclosure and when permitted under applicable lawsale.
Appears in 1 contract
Attornment. Unless In the event that Landlord transfers title to the Premises, or the Premises are acquired by another upon the foreclosure or termination of an Encumbrance to which this Lease is terminated in accordance with Paragraph 1subordinated (i) Tenant shall, if subject to the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any non-disturbance provisions of the Mortgage or the Assignment of RentsSection 20.3, the lessee thereunder shall be bound attorn to the Purchaser or Agentsuch new owner, as the case may beand upon request, under enter into a new lease, containing all of the termsterms and provisions of this Lease, covenants and conditions of the Lease with such new owner for the balance remainder of the term thereof hereof, or, at the election of such new owner, this Lease shall automatically become a new Lease between Tenant and any extensions or renewals thereof which may be effected in accordance with any option therefor in such new owner, upon all of the Leaseterms and conditions hereof, with for the same force and effect as if remainder of the Purchaser or Agent were the lessor under the Leaseterm hereof, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment (ii) Landlord shall thereafter be effective and self-operative without the execution relieved of any further instruments upon the succession by Purchaser to the interest obligations hereunder and such new owner shall assume all of the lessor under the Lease or the taking of possession of the Property by Agent. NeverthelessLandlord’s obligations hereunder, Tenant shall, from time to time, execute and deliver except that such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent new owner shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless not: (a) applicable law requires Tenant be liable for any act or omission of any prior landlord or with respect to be made a party thereto as a condition events occurring prior to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remediesacquisition of ownership; or (b) such joinder of Tenant is required for the recovery by Agent of be subject to any rent at offsets or defenses which tenant might have against any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwiseprior landlord; or (c) such joinder is required in order to enforce any right be bound by prepayment of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agentmore than one month’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgagerent, or (iid) obtaining the appointment of a receiver be liable for the Property return of any security deposit paid to any prior landlord. Tenant waives its right under any current or future law which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease as and when permitted under applicable lawa result of any sale of the Premises or the foreclosure or termination of any Encumbrance.
Appears in 1 contract
Attornment. Unless The final, basic element of an SNDA is the Lease is terminated tenant’s agreement to attorn to and recognize the lender (or another party acquiring the property in accordance connection with Paragraph 1a foreclosure or deed in lieu thereof) as its landlord under the lease. As discussed in more detail below, if the tenant will seek to preserve as much of the benefit of its bargain with the original landlord as possible, while the lender will seek to limit certain of landlord’s obligations and liabilities under the lease. A balanced attornment provision might read like this: “If the interests of the lessor Landlord under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent Lender takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentsotherwise, the lessee thereunder Tenant thereafter shall be bound to the Purchaser (hereinafter defined) or AgentLender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent Lender were the lessor landlord under the Lease, and Tenant, as lessee under the Lease, Tenant does hereby attorn to Purchaser or Lender, as the Purchaser and Agent case may be (if it takes title to or possession of the Property), as its lessor landlord under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser Xxxxxxxxx to the interest of the lessor Landlord under the Lease or the taking of title to or possession of the Property by AgentXxxxxx. Nevertheless, Tenant shall, from time to timetime at no cost to Tenant, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent Lender may reasonably require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of the Purchaser, Agent Lender and of the lessee under the Lease Tenant upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided in Section __ hereof. As used herein. So long as , the term “Purchaser” means any person acquiring the interest of Landlord under the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in result of any judicial foreclosure or other action or proceeding that is commenced pursuant to in the exercise nature of Agent’s rights and remedies arising upon a default foreclosure or by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent way of any rent at deed in lieu of any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage such action or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawproceeding.”
Appears in 1 contract
Samples: Recognition Agreement
Attornment. Unless the Lease is terminated in accordance with Paragraph 1Tenant covenants and agrees that, if the interests of the lessor under the Lease shall be transferred by reason of default ---------- under any mortgage which may now or hereafter affect the exercise Premises, including, without limitation, the Mortgage and Security Agreement dated as of March 29, 1990, between the owner of the power Premises hereunder or a successor in title or interest, as Mortgagor, and Kansallis-Osake-Pankki, New York Branch, as Mortgagee, and any amendments, supplements or modifications thereof (the "Mortgage"), the mortgagee thereunder enters into and becomes possessed of sale contained the mortgaged property of which the Premises form a part either through possession or foreclosure action or proceeding, or in the Mortgage (if applicable)event of the sale of the said action or proceeding, or by any foreclosure or other proceeding for enforcement in the event of the Mortgage, sale of the said mortgaged property as a result of any action or by deed proceeding to foreclose said mortgage or as a result of a conveyance in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rentsforeclosure, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby Tenant will attorn to the Purchaser mortgagee or such then owner as its Landlord under this Lease, unless the mortgagee or such then owner shall elect to terminate this Lease and Agent if it takes possession the rights of the PropertyTenant hereunder. The Tenant agrees to execute and deliver, as its lessor under the Lease. Such attornment shall be effective at any time and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, upon the request of the mortgagee or the then owner of the mortgaged property, any instrument which may be necessary or appropriate to evidence such attornment and the Tenant hereby appoints the mortgagee or the then owner of the Premises the attorney-in-fact, irrevocable, of the Tenant to execute and deliver for and on behalf of the Tenant any such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessioninstrument. The respective rights and obligations Tenant further waives the provision of Purchaser, Agent and any statute or rule of law now or hereafter in effect which may terminate this Lease or to surrender possession of the lessee Premises in the event of foreclosure or any proceeding is brought by the mortgagee under any such mortgage to terminate the same, and agrees that unless and until the mortgagee, in connection with any such proceeding, shall elect to terminate this Lease upon such attornment, to and the extent rights of the then remaining balance of the term of the Tenant hereunder, this Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed affected in any manner that would prevent Agent from (i) carrying out way whatsoever by any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawsuch proceeding.
Appears in 1 contract
Samples: Aastrom Biosciences Inc
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage Security Deed (if applicable), or by any foreclosure or other proceeding for enforcement of the MortgageSecurity Deed, or by deed in lieu of foreclosure or such other proceeding, or if Agent Lender takes possession of the Property pursuant to any provisions of the Mortgage Security Deed or the Assignment of RentsLeases, the lessee thereunder shall be bound to the Purchaser or AgentLender, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent Lender were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent Lender if it takes possession of the Property, as its lessor under the Lease. Purchaser, and Lender if it takes possession of the Property, hereby further agree that it will accept such attornment and, subject to the provisions of this Agreement including, without limitation, the provisions of paragraph 1 hereinabove, as of the date of such purchase or possession and for any obligations of Landlord that arise under the Lease from and after such date, it will assume and perform (but only while the owner or in possession of the Property) all of Landlord's obligations under the Lease and be bound to Tenant under the provisions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Lender were the Landlord under the Lease, except as otherwise provided in this Agreement. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of xxxxxx xf possession of the Property by AgentLender. Nevertheless, Tenant shall, from time to time, execute and deliver xxx xeliver such reasonable instruments evidencing such attornment as Purchaser or Agent Lender may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionrequire in forms reasonably acceptable to Lender and Tenant. The respective rights and obligations of Purchaser, Agent Lender and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawParagraph 1.
Appears in 1 contract
Samples: Acme Packet Inc
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as "Purchaser"), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a "Prior Landlord") to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser's obligations under the Lease to correct any conditions of a continuing nature that existed as of the date Purchaser shall become the owner of the Property; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remediesLease; or (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required for the recovery by Agent of against any rent at any time owing by Tenant under the Lease, whether pursuant Prior Landlord prior to the assignment date upon which Purchaser shall become the owner of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.Property,
Appears in 1 contract
Samples: Lease Agreement (Truserv Corp)
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason of the foreclosure of, or exercise of the power of sale contained in the Mortgage (if applicable)under, or by any foreclosure or other proceeding for enforcement of the Mortgage, or in the event of a deed given in lieu of foreclosure, then (a) upon the request of the purchaser in such foreclosure or sale, or the grantee under such deed in lieu (any such party, the “New Owner”), Tenant shall attorn, without any deductions or setoffs whatsoever, to the New Owner and recognize the New Owner as the Landlord under this Lease; (b) upon the request of the New Owner, Tenant shall enter into a new lease, containing all of the terms and provisions of this Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the terms and provisions of this Lease for the remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the New Owner’s request therefor; (c) the New Owner shall not be liable for any act or omission of Landlord under this Lease occurring prior to the New Owner stepping into the shoes of Landlord, except for the return of the Security Deposit (and all interest accrued thereon) to Tenant as provided under the terms and conditions of this Lease; and (d) the New Owner shall not be bound by any modification of this Lease that was not consented to by the New Owner or any previous payment of more than one month of Base Rent that was not consented to by the New Owner. Tenant waives the provisions of any laws that may give or purport to give to Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant under this Lease in the event of any foreclosure, sale or deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawforeclosure.
Appears in 1 contract
Samples: Lease Agreement (Innovative Industrial Properties Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lessee agrees that this Lease shall not be transferred terminable by Lessee by reason of any foreclosure of a Mortgage, nor by reason of the exercise institution of the power of sale contained in the Mortgage (if applicable)any suit, or by any foreclosure action, summary or other proceeding for enforcement of the Mortgage, against Lessor or any foreclosure proceeding brought by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant a Mortgagee to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of recover possession of the Property by Agentoperation of law or otherwise and that the same shall not result in the cancellation or termination of this Lease by Lessee or of the obligations of Lessee hereunder. NeverthelessIf at any time prior to the expiration of the Term, Tenant shallany Mortgagee comes into possession of the Property or a receiver shall be appointed for Lessor’s Interests, Lessee agrees, at the election and upon demand of any such Mortgagee in possession, to attorn, from time to time, execute to any such Mortgagee or any Person acquiring the interest of Lessor as a result of any such foreclosure of a Mortgage or the granting of a deed or assignment in lieu of foreclosure, upon the then executory terms and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice conditions of such taking this Lease for the remainder of possessionthe Term. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section 24.2 shall not be construed in inure to the benefit of any manner that would prevent Agent from (i) carrying out any nonjudicial such successor Lessor, shall apply notwithstanding that, as a matter of law, this Lease may terminate upon the foreclosure proceeding under the of a Mortgage, and shall be self-operative upon any such demand, and no further instrument shall be required to give effect to said provisions. Lessee, however, upon demand of any such successor Lessor, shall execute, from time to time, instruments in confirmation of the forgoing provisions of this Section 24.2 reasonably satisfactory to any such successor Lessor and Lessee, acknowledging such attornment. Notwithstanding anything in this Section 24.2 to the contrary, the obligations of Lessee, and the rights of any Mortgagee or other Person, under this Section 24.2 shall be subject to the Mortgagee’s assumption (iisubject to the terms of any Mortgagee Nondisturbance Agreement in favor of Lessee from such Mortgagee) obtaining of the appointment obligations of a receiver for the Property as and when permitted under applicable lawLessor hereunder.
Appears in 1 contract
Samples: Lease Agreement (Ca, Inc.)
Attornment. Unless the Lease is terminated If Lender takes any proceedings in accordance with Paragraph 1, if the interests respect of the lessor Leased Premises (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Lease Security Documents, Tenant shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall attorn and be bound to the Purchaser or Agent, as the case may be, Lender under all of the terms, covenants and conditions terms of the Lease for the balance of the term thereof remaining, including any renewals, with the same force and any extensions or renewals thereof which may be effected in accordance with any option therefor in effect as if Lender were the sublandlord under the Lease, and Tenant hereby attorns to Lender as sublandlord under the Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon Lender taking possession of the Leased Premises or foreclosing under the Security Documents or otherwise becoming the owner of the Leased Premises; provided that notwithstanding such attornment, Tenant shall be under no obligation to pay rent or additional rent to Lender by virtue of this Agreement until Tenant receives written notice pursuant to the Security Documents from Lender or its agent (including any receiver or receiver and manager) that a default under the Security Documents has occurred and that Lender is attorning such rents pursuant to the Security Documents. If Lender exercises a power of sale as a result of the occurrence of a default under the Security Documents, Tenant shall attorn and be bound to the purchaser pursuant to such power of sale under all of the terms of the Lease for the balance of the term thereof remaining, including any renewals, with the same force and effect as if the Purchaser or Agent purchaser were the lessor sublandlord under the Lease, and Tenantsuch attornment to take effect automatically, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments instrument on the part of the purchaser or Tenant, immediately upon the succession by Purchaser to the interest of the lessor under the Lease or the purchaser taking of possession of the Property by AgentLeased Premises. NeverthelessXxxxxx agrees, Tenant shallhowever, to execute and deliver at any time and from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser upon the request of Lender or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.purchaser:
Appears in 1 contract
Samples: Lease Agreement
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor Tenant agrees to attorn and recognize as its landlord under the Lease shall be transferred each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the exercise Security Instrument, deed-in-lieu of the power of sale contained in the Mortgage (if applicable)foreclosure, or by any foreclosure or other proceeding for sale in connection with enforcement of the Mortgage, Security Instrument or by deed otherwise in lieu of foreclosure or such other proceeding, or if Agent takes possession satisfaction of the Property pursuant to any provisions underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owners of the Mortgage or Property, Successor Owner shall perform all obligations of the Assignment of Rents, landlord under the lessee thereunder shall be bound Leases arising from and after the date title to the Purchaser Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or Agent, as the case may be, under all omission of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor prior landlord under the Lease, (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and Tenantcontinuing in nature, as lessee and such that Successor Owner’s failure to cure would constitute a continuing default under the Lease, does hereby attorn ); (b) subject to the Purchaser and Agent if it takes possession of the Property, as its lessor any offset or defense which Tenant may have against any prior landlord under the Lease. Such attornment shall be effective and self-operative ; (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, or waiver of Lease terms, made without Lender’s written consent thereto; (e) liable for the execution return of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease security deposit or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing other prepaid charge paid by Tenant under the Lease, whether pursuant except to the assignment extent such amounts were actually received by Lender; (f) liable or bound by any right of rents set forth in first refusal or option to purchase all or any portion of the Mortgage or otherwiseProperty; or (cg) such joinder is required in order liable for construction or completion of any improvements to enforce any right of Agent to enter the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section .Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall not be construed limited to Successor Owner’s interest in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawProperty.
Appears in 1 contract
Samples: Non Disturbance and Attornment Agreement (Aspen Technology Inc /De/)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if If the interests of Lessor in and to ---------- the lessor under the Lease shall be transferred Demised Premises are owned by Mortgagee by reason of the exercise any deed- in-lieu of the foreclosure, judicial foreclosure, sale pursuant to any power of sale contained in the Mortgage (if applicable), or other proceedings brought by it or by any foreclosure or other proceeding for enforcement manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the Mortgageinterest of Lessor under the Lease, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder Lessee shall be bound to the Purchaser or Agent, as the case may be, Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals extension thereof which may be effected in accordance with any option therefor in the Lease, duly exercised by Lessee with the same force and effect as if the Purchaser or Agent Mortgagee were the lessor Lessor under the Lease, ; and Tenant, as lessee under the Lease, Lessee does hereby attorn to the Purchaser and Agent if it takes possession of the PropertyMortgagee, as its lessor under the Lease. Such lessor, said attornment shall to be effective and self-operative operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the succession by Purchaser interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the lessor Lessor under the Lease or otherwise has the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time right to time, execute and deliver receive such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionrents. The respective rights and obligations of Purchaser, Agent Lessee and of the lessee under the Lease Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewalsLease, shall be and are the same as now set forth in therein, it being the intention of the parties hereto for this purpose to incorporate the Lease except in this Agreement by reference, with the same force and effect as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents if set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgagefull herein. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law3.
Appears in 1 contract
Samples: Loan Agreement (Winston Hotels Inc)
Attornment. Unless Each New Lease entered into from and after the Lease is terminated date hereof shall provide that in accordance with Paragraph 1, if the interests event of the lessor enforcement by Lender of any remedy under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage this Agreement or the Assignment of RentsSecurity Instrument, the lessee thereunder shall be bound Tenant under such Lease shall, so long as Lender agrees not to disturb such Tenant’s right to occupancy, at the Purchaser option of Lender or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser other Person succeeding to the interest of Lender as a result of such enforcement, attorn to Lender or to such Person and shall recognize Lender or such successor in the interest as lessor under such Lease without change in the provisions thereof; provided, however, Lender or such successor in interest shall not be liable for or bound by (i) except as may be included in any Lease approved by Lender, any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the taking due date of possession such installment, (ii) any act or omission of or default by Borrower under any such Lease (but the Lender, or such successor, shall be subject to the continuing obligations of the Property by Agent. Nevertheless, Tenant shall, landlord to the extent arising from time or continuing to time, execute occur from and deliver after such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, succession to the extent of Lender’s, or such successor’s, interest in the then remaining balance of Property), or (iii) any credits, claims, setoffs or defenses which any Tenant may have against Borrower. Each such Tenant, upon the term of reasonable request by Lender or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the Lease and foregoing, in the event Lender shall have entered into a separate Non-Disturbance Agreement directly with any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant governing such Tenant’s default that has continued beyond applicable cure periods (an “Event obligation to attorn to Lender or such successor in interest as lessor, the terms and provisions of Default”), Agent such agreement shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to supersede the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section 8.8.8 and the provisions of this Section 8.8.8 shall not be construed deemed satisfied regardless of whether such attornment language is contained in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawsuch New Lease.
Appears in 1 contract
Samples: Loan and Security Agreement (Hudson Pacific Properties, Inc.)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1Subject to Section 3 of this Agreement, if the interests ---------- of Lessor in and to the lessor under the Lease shall be transferred Project are owned by Mortgagee by reason of the exercise any deed-in- lieu of the foreclosure, judicial foreclosure, sale pursuant to any power of sale contained in the Mortgage (if applicable), or other proceedings brought by it or by any foreclosure or other proceeding for enforcement manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the Mortgageinterest of Lessor under the Lease, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder Lessee shall be bound to the Purchaser or Agent, as the case may be, Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals extension thereof which may be effected in accordance with any option therefor in the Lease, duly exercised by Lessee with the same force and effect as if the Purchaser or Agent Mortgagee were the lessor Lessor under the Lease, ; and Tenant, as lessee under the Lease, Lessee does hereby attorn to the Purchaser and Agent if it takes possession of the PropertyMortgagee, as its lessor under the Lease. Such lessor, said attornment shall to be effective and self-operative operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the succession by Purchaser interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the lessor Lessor under the Lease or otherwise has the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time right to time, execute and deliver receive such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionrents. The respective rights and obligations of Purchaser, Agent Lessee and of the lessee under the Lease Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewalsLease, shall be and are the same as now set forth in therein, it being the intention of the parties hereto for this purpose to incorporate the Lease except in this Agreement by reference, with the same force and effect as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents if set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawfull herein.
Appears in 1 contract
Samples: Lease (Sycamore Networks Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure (other than with respect to a default of a continuing nature) of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a “Prior Landlord”) to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or Lease, (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except for those that are specifically provided for in the Lease, (c) liable for the recovery by Agent return of any rent at any time owing rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, whether made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest (provided, however, Purchaser's consent is not required for a termination of the Lease exercised pursuant to the original terms of the Lease) or (f) bound by any assignment of rents set forth the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Mortgage Property and shall in no event exceed such interest. Alternatively, upon the written request of Lender or otherwise; its successors or (c) assigns, Tenant shall enter into a new lease of the Premises with Lender or such joinder is required in order to enforce any right of Agent to enter the Property successor or assign for the purpose then remaining term of making the Lease, upon the same terms and conditions as contained in the Lease (including without limitation any inspection or assessmentrenewal options), or except as otherwise specifically provided in order to protect the value of Agent’s security provided by the Mortgagethis Agreement. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law4.
Appears in 1 contract
Samples: Trust and Security Agreement
Attornment. Unless 8. If, at any time Lender (or any person, or such person's successors or assigns, who acquire the interest of the Landlord under the Lease is terminated in accordance with Paragraph 1, if the interests through foreclosure action of the lessor Deed of Trust, or upon a transfer of the Property by conveyance in lieu of foreclosure, or otherwise) shall succeed to the rights of the Landlord under the Lease as a result of a default under the Lease (beyond the time permitted therein, of any, to cure such default), then (a) the Lease shall not terminate, (b) upon receipt by Tenant of written notice of such succession, Tenant shall attorn to and recognize such person as succeeding to the rights of the Landlord under the Lease (herein sometimes called "Successor Landlord", upon the terms and conditions of the Lease, and (c) Successor Landlord shall accept such attornment and recognize Tenant as the Successor Landlord's tenant under the Lease. Upon such attornment and recognition, the Lease shall continue in full force and effect as, or as if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants (including any right under the Lease on the part of the Tenant to extend the term of the Lease) as are set forth in the Lease and which shall be applicable after such attornment and recognition. Notwithstanding anything to the contrary set forth herein, Lender or such Successor Landlord shall not be (i) liable for any act or omission of any previous landlord, including the Landlord, (ii) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any previous landlord, including the Landlord, (iii) bound by any payment of rent or additional rent made by the Tenant to any previous landlord (including the Landlord) for more than one (1) month in advance, unless the same was paid to and received by Successor Landlord (iv) bound by and amendment or modification of the Lease hereafter made without the written consent of Lender, or (v) liable for any deposit that Tenant may have given to any previous landlord (including the Landlord) which has not been transferred to the Successor Landlord. Further, notwithstanding anything to the contrary set forth herein, the liability of Lender for any obligations under the Lease shall be transferred by reason of the exercise of the power of sale contained limited to Lender's interest in the Mortgage (if applicable), Property. Lender shall not have any liability or by any foreclosure responsibility under or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions terms of the Lease for the balance of the term thereof and any extensions after it ceases to own an interest in or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 1 contract
Samples: Commission Agreement (Avanex Corp)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Lease has not been terminated on account of Tenant’s default Property shall be deemed to have agreed to accept such attornment, provided, however, that has continued beyond applicable cure periods (an “Event of Default”), Agent Purchaser shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless be (a) applicable law requires Tenant liable for the failure of any prior landlord (any such prior landlord, including Landlord and any prior successor landlord, being hereinafter referred to be made a party thereto as a condition “Prior Landlord”) to proceeding against Landlord perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have a reasonable period of time after the date on which Purchaser becomes owner of the Property to perform such obligation or in order to prosecute or otherwise fully enforce correct such rights and remedies; or condition, (b) such joinder subject to any offsets, defenses, abatements (other than continuing abatement rights pursuant to express terms of the Lease) or counterclaims which shall have accrued in favor of Tenant is required against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the recovery by Agent return of any rent at any time owing rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date (other than as the term or commencement date may be adjusted by the Commencement Date Agreement attached as Exhibit D to the Lease) or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest; provided that such consent shall not be required for any amendment that solely evidences and memorializes the exercise (in strict accordance with the terms and conditions of the Lease) of any right of Tenant expressly set forth in the Lease. or (f) liable with respect to any representations, warranties or indemnities made by or from any Prior Landlord, whether pursuant to the assignment Lease or otherwise. In the event that any liability of rents set forth Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Mortgage or otherwise; or (c) Property and shall in no event exceed such joinder is required in order interest. Notwithstanding anything to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from contrary herein contained: (i) carrying out any nonjudicial foreclosure proceeding under nothing herein shall relieve Purchaser from its obligations as landlord arising from or after the Mortgagedate which is the earlier of the date that such Purchaser takes title to, or possession of, the Property (“Succession Date”); and (ii) obtaining in no event shall any Purchaser be relieved from any obligation which Landlord has to perform repairs or maintenance which arises after the appointment of a receiver Succession Date based upon the fact that the need for such repairs or maintenance first arose prior to the Property as and when permitted under applicable lawSuccession Date.
Appears in 1 contract
Samples: Office Lease Agreement (Zipcar Inc)
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason foreclosure of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of execution on the Mortgage, Security Instrument or by deed conveyance in lieu of foreclosure foreclosure, which foreclosure, execution or such other proceeding, or if Agent takes possession conveyance occurs prior to the expiration date of the Property pursuant Lease (the purchaser therein being referred to herein as "Purchaser"), including any provisions extensions and renewals of the Mortgage or Lease now provided thereunder, it is agreed that notwithstanding the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all subordination of the Lease provided for herein above Tenant shall attorn to Lender or Purchaser and recognize Lender or Purchaser as Tenant's landlord under the Lease, and so long as Tenant is not in default under any of the material terms, covenants and conditions of the Lease for beyond any applicable grace or cure period, Lender or Purchaser shall recognize and accept Tenant as its tenant thereunder, whereupon the balance of the term thereof and any extensions or renewals thereof which may be effected Lease shall continue, without further agreement, in accordance with any option therefor in the Lease, with the same full force and effect as if a direct lease between Lender or Purchaser and Tenant for the remaining term thereof, together with all extensions and renewals now provided thereunder, upon the same terms, covenants and conditions as therein provided, and Lender or Purchaser or Agent were the lessor shall thereafter assume and perform all of Landlord's obligations, as landlord under the Lease, and TenantTenant shall thereafter make all rent payments directly to either Lender or Purchaser, as lessee under the Leasecase may be, does hereby attorn subject to the Purchaser limitations contained in Section 4 and Agent if it takes possession of the Property, as its lessor under the LeaseSection 8 below. Such attornment as provided herein shall be effective and self-operative without the further aid or execution of any further instruments by parties to the Agreement immediately upon the succession by Lender or Purchaser succeeding to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 1 contract
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor Tenant agrees to attorn to and recognize as its landlord under the Lease shall be transferred each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the exercise Security Instrument, deed-in-lien of the power of sale contained in the Mortgage (if applicable)foreclosure, or by any foreclosure or other proceeding for sale in connection with enforcement of the Mortgage, Security Instrument or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession otherwise m satisfaction of the Property pursuant to any provisions underlying loan (“Successor Owner”) Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owner of the Mortgage or Property, Successor Owner shall perform all obligations of the Assignment of Rents, landlord under the lessee thereunder shall be bound Lease arising from and after the date title to the Purchaser Property is transferred to Successor Owner In no event, however, will any Successor Owner be (a) liable for any default, act or Agent, as the case may be, under all omission of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor prior landlord under the Lease, (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and Tenantcontinuing in nature, as lessee and such that Successor Owner’s failure to cure would constitute a continuing default under the Lease), does hereby attorn (b) subject to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor offset or defense which Tenant may have against any prior landlord under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute (unless and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease related to defaults which are non-monetary and any continuing in nature, such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenantthat Successor Owner’s default that has continued beyond applicable failure to cure periods (an “Event of Default”would constitute a continuing default), Agent (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance, except to the extent such amounts were actually received by Lender, (d) bound by any modification or supplement to the Lease, or waiver of Lease terms, made without Lender’s written consent thereto which consent shall not name be unreasonably withheld, conditioned or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless delayed; (ae) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required liable for the recovery by Agent return of any rent at any time owing security deposit or other prepaid charge paid by Tenant under the Lease, whether pursuant except to the assignment extent such amounts were actually received by Lender, (f) liable or bound by any right of rents set forth in first refusal or option to purchase all or any portion of the Mortgage or otherwiseProperty; or (cg) such joinder is required in order liable for construction or completion of any improvements to enforce any right of Agent to enter the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising), provided however, this clause (g) shall in no way modify, limit or impair any obligation of Successor Owner to comply with the purpose of making any inspection or assessment, or casualty and condemnation restoration provisions included in order to protect the value of Agent’s security provided by Lease. Although the Mortgage. The foregoing provisions of this Section Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments reasonably acceptable to Tenant as Lender or a Successor Owner may from time to time request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for limited to Successor Owner’s interest m the Property as (including the rents, issues and when permitted under applicable lawprofits therefrom).
Appears in 1 contract
Attornment. Unless In the event that a Successor Landlord acquires title to the Premises through Foreclosure, (a) the Lease is terminated in accordance with Paragraph 1, if the interests and all of the lessor under rights of Landlord pursuant to the Lease shall be transferred by reason of the exercise of the power of sale contained remain in the Mortgage full force and effect, (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder b) Tenant shall be bound to the Purchaser or Agent, as the case may be, Successor Landlord under all of the terms, covenants and conditions provisions of the Lease for the balance of the term thereof and (including any extensions or renewals thereof which may be effected in accordance with any option therefor options contained in the Lease, ) with the same force and effect as if the Purchaser or Agent were Successor Landlord was the lessor original landlord under the Lease, and Tenant, (c) Tenant shall attorn to and recognize the Successor Landlord as lessee its landlord under the Lease, does hereby Lease as aforesaid. Tenant further agrees to attorn to the Purchaser and Agent if it takes to: (i) Lender when in possession of the Property, as its lessor Premises pursuant to Lender’s rights under the LeaseMortgage or the Assignment; and (ii) any receiver appointed in an action or proceeding to foreclose the Mortgage or otherwise pursuant to Lender’s rights under the Mortgage or the Assignment. Such These provisions of attornment and recognition shall be effective and self-operative and shall operate automatically without the execution of any further instruments upon on the succession by Purchaser to the interest part of either of the lessor under the Lease or the taking of possession of the Property by Agentparties hereto. NeverthelessTenant agrees, Tenant shallhowever, to execute and deliver at any time, and from time to time, execute and deliver upon the request of Landlord, Lender or any Successor Landlord, any reasonable further instrument or certificate which, Landlord, Lender or such reasonable instruments evidencing Successor Landlord, as the case may be, deems to be reasonably necessary or appropriate in any such attornment as Purchaser Foreclosure proceeding or Agent may require. Purchaser conveyance or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon otherwise to evidence such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 1 contract
Attornment. Unless Notwithstanding anything to the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contrary contained in the Mortgage Lease, should title to the Property and Owner’s interest in the Lease be transferred to Lender or any other person or entity (if applicable)“New Owner”) by, or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of judicial or non-judicial foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or (collectively, a “Transfer”), Subtenant agrees, for the Assignment benefit of RentsNew Owner and effective immediately and automatically upon the occurrence of any such Transfer, the lessee thereunder that: (a) Subtenant shall pay to New Owner all rental payments required to be bound made by Subtenant pursuant to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions terms of the Lease for the balance remainder of the term thereof and any extensions or renewals thereof which may Lease term; (b) Subtenant shall be effected bound to New Owner in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession all of the Property, provisions of the Lease for the remainder of the Lease term; (c) Subtenant hereby attorns to New Owner as its lessor under the Lease. Such landlord, such attornment shall to be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods instrument; (an “Event of Default”), Agent d) New Owner shall not name or join Tenant as a defendant in be liable for any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant prior landlord under the Lease, whether pursuant including, without limitation, Owner, except where such default is continuing at the time New Owner acquires title to the assignment of rents set forth in the Mortgage or otherwiseleased premises and New Owner fails to cure same after receiving notice thereof; or (ce) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section New Owner shall not be construed in subject to any manner that would prevent Agent from (i) carrying out offsets or defenses which Subtenant may have against any nonjudicial foreclosure proceeding prior landlord under the MortgageLease, including, without limitation, Owner, except where such offsets or (ii) obtaining the appointment defenses arise out of a receiver default of the prior landlord which is continuing at the time New Owner acquires title to the leased premises and New Owner fails to cure same after receiving notice thereof; and (f) New Owner shall not be liable for any obligations of landlord arising under the Property as and when permitted under applicable lawLease following any subsequent transfer of the title to the leased premises by New Owner.
Appears in 1 contract
Samples: Disturbance and Attornment Agreement (American Bank Note Holographics Inc)
Attornment. Unless the Lease is terminated If Lender takes any proceedings in accordance with Paragraph 1, if the interests respect of the lessor Leased Premises (including taking possession, foreclosure or power of sale) as a result of the occurrence of a default under the Lease Security Documents, Tenant shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall attorn and be bound to the Purchaser or Agent, as the case may be, Lender under all of the terms, covenants and conditions terms of the Lease for the balance of the term thereof remaining, including any renewals, with the same force and any extensions or renewals thereof which may be effected in accordance with any option therefor in effect as if Lender were the sublandlord under the Lease, and Tenant hereby attorns to Lender as sublandlord under the Lease, such attornment to take effect automatically, without the execution of any further instrument on the part of any of the parties hereto, immediately upon Lender taking possession of the Leased Premises or foreclosing under the Security Documents or otherwise becoming the owner of the Leased Premises; provided that notwithstanding such attornment, Tenant shall be under no obligation to pay rent or additional rent to Lender by virtue of this Agreement until Tenant receives written notice pursuant to the Security Documents from Lender or its agent (including any receiver or receiver and manager) that a default under the Security Documents has occurred and that Lender is attorning such rents pursuant to the Security Documents. If Lender exercises a power of sale as a result of the occurrence of a default under the Security Documents, Tenant shall attorn and be bound to the purchaser pursuant to such power of sale under all of the terms of the Lease for the balance of the term thereof remaining, including any renewals, with the same force and effect as if the Purchaser or Agent purchaser were the lessor sublandlord under the Lease, and Tenantsuch attornment to take effect automatically, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments instrument on the part of the purchaser or Tenant, immediately upon the succession by Purchaser to the interest of the lessor under the Lease or the purchaser taking of possession of the Property by AgentLeased Premises. NeverthelessTenant agrees, Tenant shallhowever, to execute and deliver at any time and from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser upon the request of Lender or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.purchaser:
Appears in 1 contract
Samples: Lease Agreement
Attornment. Unless Each New Real Property Lease entered into from and after the Lease is terminated Closing Date shall, unless otherwise consented to by the Administrative Agent (which consent shall not be unreasonably withheld, delayed or conditioned), provide that in accordance with Paragraph 1, if the interests event of the lessor enforcement by the Administrative Agent of any remedy under this Agreement or the Mortgages, the Tenant under such Real Property Lease shall be transferred by reason shall, at the option of the exercise of the power of sale contained in the Mortgage (if applicable), Administrative Agent or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser other Person succeeding to the interest of the Administrative Agent as a result of such enforcement, attorn to the Administrative Agent or to such Person and shall recognize the Administrative Agent or such successor in the interest as lessor under such Real Property Lease without change in the provisions thereof; provided, however, the Administrative Agent or such successor in interest shall not be liable for or bound by (i) any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of or default by the Borrower or any Restricted Subsidiary under any such Real Property Lease (but the Administrative Agent, or such successor, shall be subject to the taking of possession continuing obligations of the Property by Agent. Nevertheless, Tenant shall, landlord to the extent arising from time to time, execute and deliver after such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, succession to the extent of the then remaining balance Administrative Agent’s, or such successor’s, interest in the applicable Mortgaged Property), (iii) any credits, claims, setoffs or defenses which any Tenant may have against the Borrower or any Restricted Subsidiary, (iv) any obligation on the part of the term Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, to perform any tenant improvement work, or (v) any obligation on the part of the Lease and Borrower or any Restricted Subsidiary, pursuant to such Real Property Lease, to pay any sum of money to any Tenant but only to the extent that the Administrative Agent or such successor in interest is not in receipt of any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly funds provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessmentcovering (i) through (v) above. In addition, or in order each such New Real Property Lease shall, unless otherwise consented to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section Administrative Agent (which consent shall not be construed unreasonably withheld, delayed or conditioned), provide that, upon the reasonable request by the Administrative Agent or such successor in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under interest, the Mortgage, Tenant shall execute and deliver an instrument or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawinstruments confirming such attornment.
Appears in 1 contract
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If Lender or any other subsequent purchaser of the lessor under Property shall become the Lease shall be transferred owner of the Property by reason of the exercise foreclosure of the power Security Instrument or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other proceedingpurchaser being hereinafter referred as “Purchaser”), or if Agent takes possession and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsProperty, the lessee thereunder Lease shall not be bound to the terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser or Agent, as the case may be, under and Tenant upon all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as otherwise expressly provided herein. So long as a “Prior Landlord”) to perform any of its obligations under the Lease has not been terminated which have accrued prior to the date on account which Purchaser shall become the owner of Tenant’s default the Property, provided that has continued beyond applicable cure periods (an “Event of Default”), Agent the foregoing shall not name limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser’s obligations as Landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or join Tenant as violations and has had a defendant in any judicial action or proceeding that is commenced reasonable opportunity to cure the same, all pursuant to the exercise terms and conditions of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remediesLease; or (b) such joinder subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant is required for against any Prior Landlord prior to the recovery date upon which Purchaser shall become the owner of the Property, (c) bound by Agent any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any rent at Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser, (d) bound by any time owing by Tenant agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, whether made without Lender’s prior written consent or (e) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the assignment provisions of rents set forth the Lease. Alternatively, upon the written request of Lender or its successors or assigns, Tenant shall enter into a new lease of the Premises with Lender or such successor or assign, at Lender’s or such successor or assign’s cost and expense, for the then remaining term of the Lease, upon the same terms and conditions as contained in the Mortgage or otherwise; or (c) such joinder is required Lease, except as otherwise specifically provided in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawAgreement.
Appears in 1 contract
Samples: Tenant Estoppel Agreement (Pacific Premier Bancorp Inc)
Attornment. Unless Lender and Tenant agree that upon the Lease is terminated in accordance with Paragraph 1, if the interests conveyance of the lessor under the Lease shall be transferred Property by reason of the exercise foreclosure of the power Mortgage or the acceptance of sale contained in the Mortgage (if applicable), a deed or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed assignment in lieu of foreclosure or such other proceedingotherwise, the Lease shall not be terminated or if Agent takes possession affected thereby (at the option of the transferee of the Property pursuant to any provisions (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the Mortgage or terms, covenants and conditions set forth in the Assignment of RentsLease and in that event, the lessee thereunder shall be bound Tenant agrees to attorn to the Purchaser or AgentTransferee and the Transferee shall accept such attornment, as whereupon, subject to the case may beobservance and performance by Tenant of all the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent Transferee were the lessor under the Lease; provided, and however, that Transferee shall not be: (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, as lessee (b) liable (i) for Landlord’s failure to perform any of its obligations under the Lease, does hereby attorn Lease which have accrued prior to the Purchaser and Agent if it takes possession date on which the Transferee shall become the owner of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining for any act or omission of Landlord, whether prior to or after such foreclosure or sale, (c) required to make any repairs to the appointment Property or to the premises demised under the Lease required as a result of a receiver fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (d) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsets, defenses, abatements or counterclaims which shall have accrued to Tenant against Landlord prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the Property as and when permitted return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such sums are actually received by the Transferee, (g) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any prior Landlord unless (i) such sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved of by the Transferee, (h) bound to make any payment to Tenant which was required under applicable lawthe. Lease, or otherwise, to be made prior to the time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time the Transferee succeeded to Landlord’s interest or (j) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease.
Appears in 1 contract
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests Upon request of the lessor under holder of any note secured by a mortgage or deed of trust on the Lease Building or Property, Exhibitor will agree in writing that no action taken by such holder to enforce said mortgage or deed of trust shall be transferred by reason terminate this Agreement or invalidate or constitute a breach of any of the exercise provisions hereof and Exhibitor will attorn to such mortgagee or holder, or to any purchaser of the power of sale contained in the Mortgage (if applicable)Property or Building, or by at any foreclosure sale or other proceeding for enforcement of the Mortgage, or by deed sale in lieu of foreclosure or such other proceedingforeclosure, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof Term and any extensions or renewals thereof which may be effected in accordance with any option therefor on all other terms and conditions herein set forth. Exhibitor by entering into this Agreement, covenants and agrees that (a) upon the written direction of Lender it shall pay all rents arising under this Agreement as directed by such Lender; and (b) in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor event such Xxxxxx enforces its rights under the Leasemortgage or deed of trust due to a default by Show Management, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession this Agreement is not extinguished by a foreclosure of the Propertymortgage or deed of trust. Exhibitor will, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution upon request of any further instruments upon the succession by Purchaser person succeeding to the interest of the lessor under the Lease or the taking of possession of Show Management in the Property (“successor in interest”) as the result of said enforcement, automatically attorn to such successor in interest, without any change in terms or other provisions of this Agreement; provided, however, that said successor in interest shall not be: (i) liable for any previous act or omission of any prior landlord, including Show Management, under this Agreement; (ii) bound by Agent. Neverthelessany payment of rent or additional rent for more than one month in advance, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice except payments in the nature of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, security but only to the extent such payments have been delivered to such successor in interest; (iii) bound by any modifications to the Agreement (including any agreement providing to early termination or cancellation of the then remaining balance Agreement made without any requisite consent of the term of the Lease and Lender or any such extensions and renewalssuccessor in interest; (iv) bound by any covenant or obligation of Show Management to perform, shall be and are the same as now set forth undertake or complete any work in the Lease Premises or to prepare it for occupancy; (v) bound by any obligation to make any payment to Exhibitor or to grant any credits, except as otherwise expressly for service, repairs, maintenance and restoration provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord for under the Mortgage unless (a) applicable law requires Tenant this Agreement to be made a party thereto as a condition performed by Show Management after the date of Exhibitor’s attornment; (vi) responsible for any funds, including security deposits, owing to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; Exhibitor or (bvii) such joinder of Tenant is required for the recovery by Agent of subject to any rent at demands, claims, counterclaims, offsets or defenses which Exhibitor might have against any time owing by Tenant under the Leaseprior landlord, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawincluding Show Management.
Appears in 1 contract
Samples: Interactive Health, Inc.
Attornment. Unless In the Lease is terminated event any proceedings are brought for the foreclosure of, or in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained under any mortgage and/or deed of trust made by Landlord covering the Premises, or in the Mortgage (if applicable)event Landlord sells, conveys or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor otherwise transfers its interest in the LeaseCenter or any portion thereof containing the Premises, with the same this Lease shall remain in full force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does Tenant hereby attorn automatically attorns to the Purchaser new owner. Tenant covenants and Agent if it takes possession of the Propertyagrees, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser at such new owners request, to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments an instrument evidencing such attornment reasonably satisfactory to the new owner, recognizing the new owner as Purchaser or Agent may requirethe landlord under this Lease. Purchaser or Agent Tenant acknowledges that such new owner shall give Tenant written notice not be bound by (i) any prepayment of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, more than one (1) month's Rent (except rental deposit but only to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default received by Landlord under the Mortgage unless (asaid successor) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining any material amendment of the appointment Lease made after the later of a receiver the Opening Date, or the date that such successor's lien or interest first arose, unless said successor shall have consented to such amendment or (iii) any claims, offsets or defenses of Tenant arising prior to such attornment, except for those specifically provided in the Property Lease. Payment by or performance of this Lease by any person, firm or corporation claiming an interest in this Lease or the Premises by, through or under Tenant without Landlord's consent in writing shall not constitute an attornment or create any interest in this Lease or the Premises. At Tenant's request, the new owner shall acknowledge in writing that, subject to the provisions of this Section, Tenant's interest in the Premises and rights under this Lease shall not be disturbed so long as and when Tenant is not in default under the terms of this Lease beyond the time permitted under applicable lawto cure such default.
Appears in 1 contract
Samples: Lease (Chicago Pizza & Brewery Inc)
Attornment. Unless Upon the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution written request of any further instruments upon the succession by Purchaser person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the lessor under the Lease or the taking tenant of possession and attorn to such successor in interest without any change in any of the Property terms of this Lease. No successor in interest shall be (a) bound by Agent. Neverthelessany payment of Rent for more than one month in advance, except payments of security for the performance by Tenant shallof Tenant’s obligations under this Lease, from time or (b) subject to timeany offset, execute and deliver such reasonable instruments evidencing such attornment as Purchaser defense or Agent may require. Purchaser or Agent shall give Tenant written notice damages arising out of such taking a default of possession. The respective rights and any obligations of Purchaserany preceding Landlord, Agent and of the lessee under the Lease upon such attornment, except to the extent of the then remaining balance any non-monetary default that continues after such successor-in-interest takes ownership of the term Building. Any transferee or successor-in-interest of Landlord shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit (except for deposits actually paid to the successor or transferee), except with respect to any non-monetary defaults which continue after such transferee or successor-in-interest takes ownership of the Lease and Building. Tenant agrees to give written notice of any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto this Lease arising as a condition result of any default by Landlord (other than Rent abatement and/or self-help rights as expressly provided in this Lease), the holder of any Mortgage or other successor-in-interest shall have the right, but not the obligation, to proceeding against cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor by Landlord or in order Landlord’s Mortgagee or any such survivor, and without any compensation or consideration being payable to prosecute or otherwise fully enforce Tenant, Tenant agrees to execute, have acknowledged and deliver such rights and remedies; or (b) instruments of subordination, attornment and/or mortgagee protection as such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawparty may reasonably request.
Appears in 1 contract
Samples: Lease Agreement (Fusion-Io, Inc.)
Attornment. Unless To the Lease is terminated extent expressly required under the leases in existence on the Issue Date, the Trustee, on behalf of the Holders of the Notes, hereby acknowledges and agrees that the Liens granted pursuant to the Security Agreements are subject to the rights of certain lessees under such leases (and expressly required thereunder) and will be subject to the rights of lessees under any leases entered into by the Company or any Subsidiary Guarantor after the date hereof which are permitted pursuant to this Indenture (collectively, the "Leases") subject to the express rights contained in the applicable lease. The rights of the tenants under the leases to the leased premises shall not be unreasonably affected by the exercise by the Trustee (or the Collateral Agent or other representative of the Holders under any Security Agreement) of any of their rights under this Indenture or any of the Security Agreements, nor shall any such tenant be in any other way deprived of its rights under the applicable lease except in accordance with Paragraph 1, if the interests terms of such lease. In the event that the Trustee (or any Collateral Agent or other representative of the lessor Holders under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser Security Agreement) succeeds to the interest of the lessor Company or any Subsidiary Guarantor under a Lease, such lease shall not be terminated or affected thereby except as set forth herein or therein, and any sale of the Lease applicable leased premises by the Trustee (or the taking of possession Collateral Agent or other representative of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser Holders under any Security Agreement) under or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise judgment of Agent’s rights and any court in an action to enforce the remedies arising upon a default by Landlord under provided for in the Mortgage unless (a) applicable law requires Tenant to Indenture or any of the Security Agreements shall be made a party thereto as a condition subject to proceeding against Landlord or in order to prosecute or otherwise fully enforce such lease and the rights and remedies; or (b) of such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents tenant expressly set forth in thereunder. If the Mortgage Trustee (or otherwise; the Collateral Agent or (c) such joinder is required in order to enforce any right other representative of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding Holders under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.any
Appears in 1 contract
Samples: Indenture (Sterling Chemical Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if If the interests of Lessor in and to the lessor under the Lease shall be transferred Demised Premises are owned by Mortgagee by reason of the exercise any deed-in- lieu of the foreclosure, judicial foreclosure, sale pursuant to any power of sale contained in the Mortgage (if applicable), or other proceedings brought by it or by any foreclosure or other proceeding for enforcement manner, including, but not limited to, Mortgagee's exercise of its rights under any assignment of leases and rents, and Mortgagee succeeds to the Mortgage, or by deed in lieu interest of foreclosure or such other proceeding, or if Agent takes possession of Lessor under the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder Lease; Lessee shall be bound to the Purchaser or Agent, as the case may be, Mortgagee under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, extension thereto duly exercised by Lessee with the same force and effect as if the Purchaser or Agent Mortgagee were the lessor Lessor under the Lease, and Tenant, as lessee under the Lease, Lessee does hereby attorn to the Purchaser and Agent if it takes possession of the PropertyMortgagee, as its lessor under the Lease. Such lessor, said attornment shall to be effective and self-operative operative, without the execution of any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the succession by Purchaser interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the lessor Lessor under the Lease or otherwise has the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time right to time, execute and deliver receive such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionrents. The respective rights and obligations of Purchaser, Agent Lessee and of the lessee under the Lease Mortgagee upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewalsLease, shall be and are the same as now set forth in therein, it being the intention of the parties hereto for this purpose to incorporate the Lease except in this Agreement by reference, with the same force and effect as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents if set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawfull herein.
Appears in 1 contract
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason purchase or other acquisition of the exercise of the power of Leased Premises or Landlord's interest therein in a foreclosure sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure under any Facility Mortgage or such other proceeding, or if Agent takes possession of the Property pursuant to a power of sale contained in any provisions Facility Mortgage, then in any of such events Tenant shall, at the Mortgage request of Landlord or Landlord's successor in interest, attorn to and recognize the Assignment transferee or purchaser of Rents, the lessee thereunder shall be bound to the Purchaser or AgentLandlord's interest, as the case may be, lessor under all of the terms, covenants and conditions of the this Lease for the balance then remaining of the term thereof Term, and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Leasethereafter this Lease shall continue as a direct lease between such Person, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease"Landlord", and Tenant, as lessee under the Lease"Tenant," except that such lessor, does hereby attorn transferee or purchaser shall not be liable for any act or omission of Landlord before such lease termination or before such Person's succession to the Purchaser and Agent if it takes possession title, nor be subject to any offset, defense or counterclaim accruing before such lease termination or before such Person's succession to title, nor be bound by any payment of the Property, as its lessor under the LeaseRent before such lease termination or before such Person's succession to title for more than one month in advance. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, within ten (10) Business Days after request by Landlord or the transferee or purchaser of Landlord's interest execute and deliver such reasonable an instrument or instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of confirming the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in Section. Tenant hereby waives the provisions of any manner that would prevent Agent from (i) carrying out present or future law or regulation which gives or purports to give Tenant any nonjudicial foreclosure proceeding under the Mortgageright to terminate or otherwise adversely affect this Lease, or (ii) obtaining the appointment obligations of Tenant hereunder, upon or as a receiver for result of the Property as completion of any such foreclosure and when permitted under applicable lawsale.
Appears in 1 contract
Samples: Master Agreement (Eldertrust)
Attornment. Unless Tenant agrees that upon any termination of Landlord's ---------- interest in the Lease is terminated in accordance with Paragraph 1Premises, if Tenant shall, upon request, attorn to the interests person or organization then holding title to the reversion of the lessor under Premises (the Lease "Successor") and to all subsequent Successors, and shall be transferred by reason pay to the Successor all of the exercise rents and other monies required to be paid by Tenant hereunder and perform all of the power of sale contained other terms, covenants, conditions and obligations in the Mortgage (this Lease contained; provided, however, that if applicable)in connection with such attornment Tenant shall so request from such Successor in writing, or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant Successor shall execute and deliver to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, Tenant an instrument wherein such Successor agrees that as the case may be, under long as Tenant performs all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with the same force and effect as if the Purchaser or Agent were the lessor on Tenant's part to be performed, Tenant's possession under the Lease, and Tenant, as lessee under provisions of this Lease shall not be disturbed by such Successor. In the Lease, does hereby attorn to event that the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser Mortgagee succeeds to the interest of the lessor under the Lease Landlord hereunder and is advised by its counsel that all or the taking of possession any portion of the Property Base Rent or additional rent payable by Agent. NeverthelessTenant hereunder is or may be deemed to be unrelated business income within the meaning of the United States Internal Revenue Code or regulations issued thereunder, Tenant shallMortgagee, as Landlord, shall have the right at any time, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give to notify Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and in writing of the lessee under the Lease upon such attornment, required changes to the extent of the then remaining balance of the term of the Lease and Lease. Tenant shall execute all documents necessary to effect any such extensions and renewalsamendment within ten (10) days after written request from Mortgagee, as landlord, provided that in no event shall be and are the same as now set forth in the such amendment increase Tenant's payment obligations or other liability under this Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawreduce Landlord's obligations hereunder.
Appears in 1 contract
Attornment. Unless Upon the Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution written request of any further instruments upon the succession by Purchaser person or party succeeding to the interest of Landlord under this Lease, Tenant shall automatically become the lessor under the Lease or the taking tenant of possession and attorn to such successor in interest without any change in any of the Property terms of this Lease. No successor in interest shall be (a) bound by Agent. Neverthelessany payment of Rent for more than one month in advance, except payments of security for the performance by Tenant shallof Tenant’s obligations under this Lease, from time or (b) subject to timeany offset, execute and deliver such reasonable instruments evidencing such attornment as Purchaser defense or Agent may require. Purchaser or Agent shall give Tenant written notice damages arising out of such taking a default of possession. The respective rights and any obligations of Purchaserany preceding Landlord, Agent and of the lessee under the Lease upon such attornment, except to the extent of the then remaining balance any non-monetary default that continues after such successor-in-interest takes ownership of the term Building. Any transferee or successor-in-interest of Landlord shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit (except for deposits actually paid to the successor or transferee), except with respect to any non-monetary defaults which continue after such transferee or successor-in-interest takes ownership of the Lease and Building. Tenant agrees to give written notice of any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto this Lease arising as a condition result of any default by Landlord (other than Rent abatement and/or self-help rights as expressly provided in this Lease), the holder of any Mortgage or other successor-in- interest shall have the right, but not the obligation, to proceeding against cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor by Landlord or in order Landlord’s Mortgagee or any such survivor, and without any compensation or consideration being payable to prosecute or otherwise fully enforce Tenant, Tenant agrees to execute, have acknowledged and deliver such rights and remedies; or (b) instruments of subordination, attornment and/or mortgagee protection as such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawparty may reasonably request.
Appears in 1 contract
Samples: Lease Agreement (Fusion-Io, Inc.)
Attornment. Unless If the Lease is terminated interest of Landlord in accordance with Paragraph 1, if the interests of the lessor Property and under the ---------- Lease shall be transferred acquired by Lender by reason of the exercise foreclosure of the power of sale contained in Security Instrument or any other act or proceeding(s) made or brought to enforce the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement rights of the MortgageLender, or including, but not limited to, by deed in lieu of foreclosure or such as a result of any other proceedingmeans, then the Lease and all terms therein, and the rights of Tenant thereunder, shall continue in full force and effect and shall not be altered, terminated, or if Agent takes possession disturbed, except in accordance with the terms of the Property pursuant to any provisions of the Mortgage or the Assignment of RentsLease, the lessee thereunder and Tenant shall be bound to Lender and Lender shall be bound to Tenant, subject to the Purchaser or Agent, as the case may beterms hereof, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent Lender were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor Landlord under the Lease. Such In the event Lender acquires the interest of Landlord, Tenant hereby agrees to attorn to Lender as its landlord, said attornment shall to be effective and self-operative without the execution of any further other instruments on the part of either party hereto, immediately upon the succession by Purchaser Lender succeeding to the interest of the lessor Landlord under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant with written notice of such taking same being delivered to Tenant. Upon receipt by Tenant of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, said written notice from Lender that Lender has succeeded to the extent interest of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Lease, Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder will make all payments of Tenant is required for the recovery by Agent of any rent at any time owing monetary obligations due by Tenant under the Lease, whether pursuant to Lease at the assignment of rents set forth address provided by Lender in the Mortgage or otherwise; or notice. Tenant agrees, however, upon the election of and written demand by Lender within sixty (c60) such joinder is required days after Lender receives title to Property, to execute an instrument in order confirmation of the foregoing provisions, mutually satisfactory to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessmentLender and Tenant, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section which Lender and Tenant shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawacknowledge these agreements.
Appears in 1 contract
Attornment. Unless If, under any mortgage or deed of trust encumbering the Lease land on which the Premises is terminated in accordance with Paragraph 1located, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the any foreclosure or power of sale contained in the Mortgage (if applicable), proceedings are brought or by any foreclosure or other proceeding for enforcement of the Mortgage, or a conveyance by deed in lieu of foreclosure or such other proceedingoccurs, or if Agent takes possession of Landlord sells, conveys or otherwise transfers its interest in the Property Building or any portion thereof containing the Premises, this Lease shall remain in full force and effect, and Tenant shall attorn to and recognize such successor in interest as the landlord under this Lease, and Tenant covenants to execute an instrument in writing reasonably satisfactory to the new owner evidencing such attornment. If Tenant is required to attorn pursuant to this Section, not more than one (1) months’ rent (including the security deposit, if any) theretofore actually prepaid by Tenant to Landlord will be recognized or allowed as a credit against any provisions rental or other sums which the party to whom Tenant attorns is entitled to receive or recover from Tenant. At Tenant’s written request, Xxxxxxxx shall request that the holder of any then existing deed of trust execute a written “non-disturbance agreement” in favor of Tenant providing that if Tenant is not in default under this Lease beyond any applicable grace period, such party will recognize this Lease and Xxxxxx’s rights hereunder and will not disturb Tenant’s possession hereunder, and if this Lease is by operation of law terminated in a foreclosure, that a new lease will be entered into on the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, same terms as the case may be, under all of the terms, covenants and conditions of the this Lease for the balance of the remaining term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Leasehereof. Provided Landlord shall make such request as provided above, with the same force and effect as Landlord shall have no liability under this Lease if the Purchaser or Agent were the lessor under the Lease, and Landlord is unable to obtain such a non-disturbance agreement for Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment nor shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon failure constitute a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the this Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable law.
Appears in 1 contract
Samples: Building Lease Agreement
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if A. If the interests of the lessor under the Lease Lessor shall be transferred to and owned by Lender, its nominee or assignee or purchaser by reason of the exercise foreclosure or other proceedings brought in lieu of the power of sale contained in the Mortgage (if applicable)or pursuant to a foreclosure, or by any foreclosure other manner, and Lender, its nominee or other proceeding for enforcement assignee, or such purchaser succeeds to the interest of the MortgageLessor under the Lease, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder Lessee shall be bound to the Purchaser Lender, its nominee, assignee or Agentsuch purchaser, as the case may beapplicable, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser Lender, its nominee, assignee or Agent such purchaser, as applicable, were the lessor landlord under the Lease, and Tenant, as lessee under the Lease, Lessee does hereby attorn to Lender, or its nominee, assignee or purchaser, as the Purchaser and Agent if it takes possession of the Propertycase may be, as its lessor under the Lease. Such landlord, said attornment shall to be effective and self-operative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instruments upon on the succession part of any of the parties hereto; provided, however, that Lessee shall be under no obligation to pay rent to Lender, or its nominee, assignee or purchaser, as the case may be, by Purchaser reason of such attornment until Xxxxxx receives written notice from Xxxxxx, or its nominee, assignee or purchaser, as the case may be, that such party has succeeded to the interest of the lessor Lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionLease. The respective rights and obligations of PurchaserXxxxxx and Lender, Agent and of or their respective nominees, assignees or purchasers, as the lessee under the Lease case may be, upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in therein; it being the intention of the parties hereto for this purpose to incorporate the Lease except in this Agreement by reference with the same force and effect as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents if set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawat length herein.
Appears in 1 contract
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason of the foreclosure of, or exercise of the power of sale contained in the Mortgage (if applicable)under, or by any foreclosure or other proceeding for enforcement of the Mortgage, or in the event of a deed given in lieu of foreclosure, then (a) upon the request of the purchaser in such foreclosure or sale, or the grantee under such deed in lieu (any such party, the “New Owner”), Tenant shall attorn, without any deductions or setoffs whatsoever, to the New Owner and recognize the New Owner as the Landlord under this Lease; (b) upon the request of the New Owner, Tenant shall enter into a new lease, containing all of the terms and provisions of this Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the terms and provisions of this Lease for the remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the New Owner’s request therefor; (c) the New Owner shall not be liable for any act or omission of Landlord under this Lease occurring prior to the New Owner stepping into the shoes of Landlord, nor for the return of the Security Deposit (except to the extent that the Security Deposit has actually been transferred to the New Owner); and (d) the New Owner shall not be bound by any modification of this Lease or any previous payment of more than one month of Base Rent that was not consented to by the New Owner. Tenant waives the provisions of any Laws that may give or purport to give to Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant under this Lease in the event of any foreclosure, sale or deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawforeclosure.
Appears in 1 contract
Samples: Lease Agreement (Point.360)
Attornment. Unless So long as the Lease is terminated in accordance terms and conditions of Section 2 are being complied with Paragraph 1by the Successor Owner (as hereinafter defined), if the interests of the lessor Tenant agrees to attorn to and recognize as its landlord under the Lease shall be transferred each party acquiring legal title to the Property by reason foreclosure (whether judicial or nonjudicial) of the exercise Security Instrument, deed-in-lieu of the power of sale contained in the Mortgage (if applicable)foreclosure, or by any foreclosure or other proceeding for sale in EXHIBIT D Health Management Systems Corporate Point connection with enforcement of the Mortgage, Security Instrument or by deed otherwise in lieu of foreclosure or such other proceeding, or if Agent takes possession satisfaction of the Property pursuant to any provisions underlying loan (“Successor Owner”). Provided that the conditions set forth in Section 2 above are met at the time Successor Owner becomes owners of the Mortgage or Property, Successor Owner shall perform all obligations of the Assignment of Rents, landlord under the lessee thereunder shall be bound Lease arising from and after the date title to the Purchaser Property was transferred to Successor Owner. In no event, however, will any Successor Owner be: (a) liable for any default, act or Agent, as the case may be, under all omission of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor prior landlord under the Lease, (except that Successor Owner shall not be relieved from the obligation to cure any defaults which are non-monetary and Tenantcontinuing in nature, as lessee and such that Successor Owner’s failure to cure would constitute a continuing default under the Lease, does hereby attorn ); (b) subject to the Purchaser and Agent if it takes possession of the Property, as its lessor any offset or defense which Tenant may have against any prior landlord under the Lease. Such attornment shall be effective and self-operative ; (c) bound by any payment of rent or additional rent made by Tenant to Landlord more than 30 days in advance; (d) bound by any modification or supplement to the Lease, or waiver of Lease terms, made without Lender’s written consent thereto; (e) liable for the execution return of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease security deposit or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing other prepaid charge paid by Tenant under the Lease, whether pursuant except to the assignment extent such amounts were actually received by Lender; (f) liable or bound by any right of rents set forth in first refusal or option to purchase all or any portion of the Mortgage or otherwiseProperty; or (cg) such joinder is required in order liable for construction or completion of any improvements to enforce any right of Agent to enter the Property or as required under the Lease for Tenant’s use and occupancy (whenever arising). Although the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section Agreement are self-operative, Tenant agrees to execute and deliver to Lender or any Successor Owner such further instruments as Lender or a Successor Owner may from time to time reasonably request in order to confirm this Agreement. If any liability of Successor Owner does arise pursuant to this Agreement, such liability shall not be construed limited to Successor Owner’s interest in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawProperty.
Appears in 1 contract
Samples: Office Lease (HMS Holdings Corp)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if the interests If any mortgagee of the lessor Building comes into possession or ownership of the Premises or acquires Landlord's interest in this Lease by foreclosure of the mortgage or otherwise, then, upon such mortgagee's request, Tenant shall attorn to such mortgagee or if any purchaser at a foreclosure sale takes title to the Building (such mortgagee or foreclosure purchaser being referred to as the "New Owner"), then, upon such New Owner's request, Tenant shall attorn to the New Owner as successor Landlord under this Lease, and, in such event, the New Owner's liabilities shall be limited to liabilities accruing from and after the date that such new Owner assumes its role of successor Landlord by ownership. The new Owner shall not have any obligation to cure defaults existing as of the date it becomes the New Owner unless such defaults are of a continuing nature and Tenant has given the New Owner notice thereof and a reasonable opportunity to cure such default following the date of Tenant's notice. The New Owner shall not have any obligation to return or otherwise credit the Security Deposit to Tenant unless the New Owner has actually received such Security Deposit. The New Owner shall not be obligated to Credit Tenant for any payments under the Lease made more than one month in advance, nor shall the New Owner be transferred bound by reason of the exercise of the power of sale contained in the Mortgage (if applicable)this Lease, or by any foreclosure or modifications, terminations, extensions, grants of purchase options, grants of first refusal, declarations of default and other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default actions by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgagethis Lease is to a tenant that is not an entity controlled by, or under common control with Landlord; (ii) obtaining this Lease is for an amount that is at least a reasonable market rate as of the appointment date of this Lease; (iii) this Lease does not allow payment of any sums due hereunder more than one month in advance and, accordingly, this Lease prohibits payments by Tenant that are more than one month in advance of the related period (except for a receiver Security Deposit); (iv) any agreement for the Property as early termination or reduction in size of the Premises has been delivered to any such mortgagee not less than five (5) 42 days prior to its effective date, and when permitted under applicable lawany associated space contraction or early termination payment is delivered to such lender if so requested by such lender; (v) this Lease does not demise more than five percent (5%) of Airport Corporate Center (which contains approximately 1,106,525 net rentable square feet).
Appears in 1 contract
Samples: Office Lease (Continucare Corp)
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1event (i) any proceedings are brought for foreclosure, if the interests of the lessor under the Lease shall be transferred by reason of (ii) the exercise of the power of sale contained in under any mortgage or deed of trust encumbering the Mortgage (if applicable)Property, or by (iii) of a termination of Landlord's interest under any foreclosure ground lease or other proceeding for enforcement underlying lease (or the reversion of Landlord's interest) to the Mortgagelessor thereunder, Tenant shall attorn to the purchaser at any such foreclosure, or by to the grantee of a deed in lieu of foreclosure or such other proceedingforeclosure, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage lessor (or the Assignment of Rentsother party taking such reversionary interest) under such ground lease or underlying lease, the lessee thereunder shall be bound to the Purchaser and recognize such purchaser, grantee or Agent, lessor (as the case may be, ) (hereinafter referred to as a "Successor Landlord") as the Landlord under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the this Lease, with provided such Successor Landlord assumes, either expressly or by operation of law, the same force and effect as if obligations of "Landlord" arising under this Lease after the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser date title to the interest of the lessor under the Lease being transferred is so transferred to such purchaser or the taking of possession of the Property by Agentgrantee. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, agrees that no Successor Landlord shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out bound by any nonjudicial foreclosure proceeding under payment of Rent for more than one (1) month in advance, (ii) bound by any amendment or modification of this Lease made without the Mortgageconsent of such Successor Landlord, (iii) liable for damages for any breach, act or omission of any prior landlord, (iv) bound to effect or pay for any construction for Tenant's occupancy, (v) subject to any claim of offset or defenses that Tenant may have against any prior landlord and which have accrued prior to the date that such Successor Landlord takes legal title to the Land and the Building, or (iivi) obtaining the appointment of a receiver liable for the Property as and when permitted under applicable lawreturn of any security deposit, unless such security deposit has been physically received by such Successor Landlord. Any such Successor Landlord shall have the right, at any time, to subordinate to this Lease to any instrument to which this Lease is otherwise subordinated by operation of Section 7.1, above.
Appears in 1 contract
Samples: TechTarget Inc
Attornment. Unless In the Lease is terminated in accordance with Paragraph 1, if the interests event of the lessor under the Lease shall be transferred by reason of the foreclosure of, or exercise of the power of sale contained in the Mortgage (if applicable)under, or by any foreclosure or other proceeding for enforcement of the Mortgage, or in the event of a deed given in lieu of foreclosure, then (a) upon the request of the purchaser in such foreclosure or sale, or the grantee under such deed in lieu (any such party, the "New Owner"), Tenant shall attorn, without any deductions or setoffs whatsoever, to the New Owner and recognize the New Owner as the Landlord under this Lease; (b) upon the request of the New Owner, Tenant shall enter into a new lease, containing all of the terms and provisions of this Lease, with the New Owner for the remaining Term, or at the election of the New Owner, this Lease shall automatically become a new lease between Tenant and the New Owner upon the terms and provisions of this Lease for the remaining Term, and Tenant shall confirm such attornment and new lease in writing within 10 days after the New Owner's request therefor; (c) the New Owner shall not be liable for any act or omission of Landlord under this Lease occurring prior to the New Owner stepping into the shoes of Landlord, except for the return of the Security Deposit (and all interest accrued thereon) to Tenant as provided under the terms and conditions of this Lease; and (d) the New Owner shall not be bound by any modification of this Lease that was not consented to by the New Owner or any previous payment of more than one month of Rent that was not consented to by the New Owner. Tenant waives the provisions of any law that may give or purport to give to Tenant any right to terminate or otherwise adversely affect this Lease or the obligations of Tenant under this Lease in the event of any foreclosure, sale or deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser or Agent were the lessor under the Lease, and Tenant, as lessee under the Lease, does hereby attorn to the Purchaser and Agent if it takes possession of the Property, as its lessor under the Lease. Such attornment shall be effective and self-operative without the execution of any further instruments upon the succession by Purchaser to the interest of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawforeclosure.
Appears in 1 contract
Samples: Lease Agreement (Innovative Industrial Properties Inc)
Attornment. Unless the Lease is terminated in accordance with Paragraph 1, if A. If the interests of the lessor under the Lease Lessor shall be transferred to and owned by Lender, its nominee or assignee or purchaser by reason of the exercise foreclosure or other proceedings brought in lieu of the power of sale contained in the Mortgage (if applicable)or pursuant to a foreclosure, or by any foreclosure other manner, and Lender, its nominee or other proceeding for enforcement assignee, or such purchaser succeeds to the interest of the MortgageLessor under the Lease, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder Lessee shall be bound to the Purchaser Lender, its nominee, assignee or Agentsuch purchaser, as the case may beapplicable, under all of the terms, covenants and conditions of the Lease for the balance of the term thereof remaining and any extensions or renewals thereof which may be effected in accordance with any option therefor in the Lease, with the same force and effect as if the Purchaser Lender, its nominee, assignee or Agent such purchaser, as applicable, were the lessor landlord under the Lease, and Tenant, as lessee under the Lease, Lessee does hereby attorn to Lender, or its nominee, assignee or purchaser, as the Purchaser and Agent if it takes possession of the Propertycase may be, as its lessor under the Lease. Such landlord, said attornment shall to be effective and self-operative immediately upon Lender, or its nominee, assignee or purchaser, as the case may be, succeeding to the interest of the Lessor under the Lease without the execution of any further instruments upon on the succession part of any of the parties hereto; provided, however, that Lessee shall be under no obligation to pay rent to Lender, or its nominee, assignee or purchaser, as the case may be, by Purchaser reason of such attornment until Lessee receives written notice from Lender, or its nominee, assignee or purchaser, as the case may be, that such party has succeeded to the interest of the lessor Lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possessionLease. The respective rights and obligations of PurchaserLessee and Lender, Agent and of or their respective nominees, assignees or purchasers, as the lessee under the Lease case may be, upon such attornment, to the extent of the then remaining balance of the term of the Lease and any such extensions and renewals, shall be and are the same as now set forth in therein; it being the intention of the parties hereto for this purpose to incorporate the Lease except in this Agreement by reference with the same force and effect as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable cure periods (an “Event of Default”), Agent shall not name or join Tenant as a defendant in any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless (a) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents if set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawat length herein.
Appears in 1 contract
Attornment. Unless the Tenant and any guarantor of this Lease is terminated in accordance with Paragraph 1, if the interests of the lessor under the Lease shall be transferred by reason of the exercise of the power of sale contained in the Mortgage (if applicable), or by any foreclosure or other proceeding for enforcement of the Mortgage, or by deed in lieu of foreclosure or such other proceeding, or if Agent takes possession of the Property pursuant to any provisions of the Mortgage or the Assignment of Rents, the lessee thereunder shall be bound to the Purchaser or Agent, as the case may be, a Successor under all of the terms, covenants and conditions terms of the this Lease for the balance of the term thereof and any extensions or renewals thereof which may be effected in accordance with any option therefor in the LeaseTerm, with the same force and effect as if the Purchaser or Agent Successor were the lessor Landlord under the this Lease, . Tenant and Tenant, as lessee under the Lease, does hereby any guarantor of this Lease is deemed to attorn to the Purchaser and Agent if it takes possession of the Property, Successor as its lessor landlord (but only on the express condition that Tenant's rights under this Lease shall not be disturbed or affected so long as Tenant is not in default beyond any applicable notice and cure periods under the terms of this Lease. Such attornment ) and no further documents shall be effective required to effectuate the attornment. Provided Successor becomes legally bound to Tenant in respect of all of Landlord's duties and self-operative without the execution of any obligations accruing under this Lease on and after Successor acquires title, Landlord shall have no further instruments upon the succession by Purchaser liability under this Lease for duties or obligations thereafter accruing under this Lease and Tenant shall look solely to the interest Successor for any subsequent performance due by Landlord. Each written attornment agreement of the lessor under the Lease or the taking of possession of the Property by Agent. Nevertheless, Tenant shall, from time to time, execute and deliver such reasonable instruments evidencing such attornment as Purchaser or Agent may require. Purchaser or Agent shall give Tenant written notice of such taking of possession. The respective rights and obligations of Purchaser, Agent and of the lessee under the Lease upon such attornment, : (i) include language to the extent of the then remaining balance of the term of the effect that, provided Tenant is not in default under this Lease and any such extensions and renewals, shall be and are the same as now set forth in the Lease except as otherwise expressly provided herein. So long as the Lease has not been terminated on account of Tenant’s default that has continued beyond applicable notice and cure periods (an “Event of Default”)periods, Agent Tenant's rights under this Lease shall not name be disturbed or join Tenant as a defendant in affected by any judicial action or proceeding that is commenced pursuant to the exercise of Agent’s rights and remedies arising upon a default by Landlord under the Mortgage unless Deed of Trust; and (aiii) applicable law requires Tenant to be made a party thereto as a condition to proceeding against Landlord or in order to prosecute or otherwise fully enforce such rights and remedies; or (b) such joinder of Tenant is required include provisions customary for the recovery by Agent of any rent at any time owing by Tenant under the Lease, whether pursuant to the assignment of rents set forth in the Mortgage or otherwise; or (c) such joinder is required in order to enforce any right of Agent to enter the Property attornment agreements for the purpose of making any inspection or assessment, or in order to protect the value of Agent’s security provided by the Mortgage. The foregoing provisions commercial real estate leases of this Section shall not be construed in any manner that would prevent Agent from (i) carrying out any nonjudicial foreclosure proceeding under the Mortgage, or (ii) obtaining the appointment of a receiver for the Property as and when permitted under applicable lawtype.
Appears in 1 contract
