Tenant Leases. With respect to the Property, a true, correct and complete copy of all leases, licenses, tenancies, possession agreements and occupancy agreements with the tenants of the Property, including all amendments, supplements, and modifications to such agreements (the “Company Leases”) have been made available to MAMP. The rent roll for the Property, as of April 30, 2019, included on Schedule 3.12(a) is true and correct in all material respects. Each Company Lease that equals or exceeds 25,000 rentable square feet is set forth on Schedule 3.12(b) (each, a “Major Lease”). Each Major Lease is in full force and effect and no breach or default by the Company or, to Company’s Knowledge, by the tenant thereunder, has occurred and is continuing under any Major Lease. No event has occurred which, with the notice or lapse of time (or both) would reasonably be expected to constitute an event of default under any Major Lease by the Company or any Company Subsidiary or, to the Company’s Knowledge, by the tenant thereunder. Except as set forth on Schedule 3.12(b) attached hereto, (1) no fixed or so-called base rent payments, reimbursements or payments in respect of operating expenses, real estate taxes, and other charges (collectively, “Rents”) or other payment due from the tenant under any Major Lease is delinquent for greater than thirty (30) days past its due date or has been paid more than thirty (30) days in advance of its due date, (2) there is no remaining obligation on the part of any landlord under any Major Lease to construct, install or pay or reimburse the cost of any tenant improvements, fixtures, furnishings or equipment or otherwise to make any payments to the tenant that, in each case, is not documented in the Major Lease, (3) to the Company’s Knowledge, except for tenants in possession under the Company Leases and permitted and disclosed subleases, there are no parties in possession or claiming any right to possession, of any portion of the Property as lessees, tenants at sufferance, trespassers or otherwise, (4) none of the tenants under any Major Lease has provided written notice to the Company or any Company Subsidiary that such tenant is subject to any bankruptcy, reorganization, insolvency or similar proceedings, and (5) to the Company’s Knowledge, no Rents have been paid or collected more than one (1) month in advance from any tenant under any Major Lease.
Tenant Leases. Each of the leases pertaining to the Properties has been duly authorized by the Company, the Operating Partnership or one of the subsidiaries, as applicable, has been entered into in the ordinary course of business of such entity, is in full force and effect and is a valid, subsisting and enforceable agreement of the Company, the Operating Partnership or such subsidiary, as applicable, and, to the Company’s knowledge, each other party thereto, enforceable in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting creditors’ rights generally or general equitable principles. To the knowledge of the Company, no tenant of any portion of any of the Properties is in default under any of the leases governing such Properties and there is no event which, but for the passage of time or the giving of notice or both would constitute a default under any of such leases, except as described in the Registration Statement or such defaults that would not reasonably be expected to have a Material Adverse Effect.
Tenant Leases. Except for any other leases which may be approved and executed pursuant to the provisions of this Agreement, there are no leases of space in the Property which will be in force after the Closing and under which Seller is the landlord (whether by entering into the leases or acquiring the Property subject to the leases) other than the Tenant Leases described in Exhibit L. There are no security deposits under the Tenant Leases identified in Exhibit L except as set forth in Exhibit K. As of Closing, there shall be no commissions, brokerage fees and tenant improvement cost obligations with respect to any Tenant Leases in effect as of the Closing, except for (x) extensions, expansions, options or renewals of existing Tenant Leases occurring after Closing (provided that such obligations are set forth in the applicable Tenant Lease) or (y) in connection with new Tenant Leases which are approved as provided hereunder. Seller has delivered to Buyer true, accurate and complete copies of the Tenant Leases. In connection with any Tenant Lease, there are no capital expenses, tenant improvement allowances, leasing commissions and other leasing cost obligations except as set forth on Schedule 2.
Tenant Leases. Any rents and other amounts prepaid, accrued or due and payable under the Tenant Leases shall be prorated as of the Cut-Off Time between Seller and Purchaser. Purchaser shall receive a credit for all assignable security deposits held by any Starwood Entity under the Tenant Leases which are not transferred to Purchaser, and Purchaser thereafter shall be obligated to refund or apply such deposits in accordance with the terms of such Tenant Leases. Purchaser shall not receive a credit for any non assignable security deposits held by any Starwood Entity which Seller shall return to the tenant under such Tenant Lease, and Purchaser shall obtain any replacement security deposit from such tenant.
Tenant Leases. All leases, subleases, licenses, concessions and/or similar agreements granting to any other Person the right to use or occupy any portion of the Real Property, other than the Bookings, together with all security deposits held by or on behalf of Seller or Operating Tenant thereunder, to the extent the same and such security deposits are transferable or the Parties obtain any consent necessary to effectuate such a transfer (each, a “Tenant Lease” and, collectively, the “Tenant Leases”). The Tenant Leases are more particularly described on Schedule 2.1.8 attached hereto;
Tenant Leases. Schedule 9.1(v) sets forth a true, correct and complete rent roll with respect to the Tenant Leases. True, correct and complete copies of all Tenant Leases have been provided to Buyer through the Data Room prior to the Effective Date, no Tenant Lease has been amended except as evidenced by amendments similarly provided and each Tenant Lease constitutes the entire agreement between the applicable Seller and the applicable Tenant. Except as set forth on Schedule 9.1(v): (i) to the knowledge of Sellers, each of the Tenant Leases is in full force and effect on the terms set forth therein; (ii) to the knowledge of Sellers, there are no defaults or circumstances which, with the giving of notice, the passage of time or both, would constitute a default by either party under any Tenant Lease; (iii) no Tenant has asserted in writing and, to the knowledge of Sellers, no Tenant has any defense to, offsets or claims against, rent payable by it or the performance of its other obligations under its Tenant Lease; (iv) no Tenant has prepaid any rent or other charges; (v) no Seller has any present or future obligation to provide any Tenant with an allowance to construct, or to construct at its own expense, any tenant improvements except as specifically set forth in each Tenant Lease or in any approved budgets; (vi) no Seller has any present or future obligation to pay any lease commissions with respect to any Tenant Lease and all such lease commissions have been paid in full; (vii) no Tenant has requested in writing a modification of its Tenant Lease, or a release of its obligations under its Tenant Lease or has given any written notice terminating its Tenant Lease, and no Tenant has been released of its obligations under its Tenant Lease; and (viii) no guarantor has been released or discharged, voluntarily or involuntarily, or by operation of law, from any obligation under or in connection with any Tenant Lease.
Tenant Leases. Except for the 6th Floor Lease, Seller shall not continue to offer the Property for lease after the Date of this Agreement. Seller shall provide Buyer with a copy of any correspondence with any tenant with whom Seller negotiates a 6th Floor LOI or a 6th Floor Lease at least two (2) business days prior to delivering the same to such tenant prospect or its broker and shall make any reasonable changes required by Buyer to any such communication. Seller shall immediately deliver to Buyer a copy of any correspondence received from the tenant prospect or its broker. Seller shall not enter into any new leases (including the 6th Floor Lease) or modifications of existing Tenant Leases nor waive performance of any tenant’s obligations under its lease without Buyer’s written consent, which consent, which consent shall not be unreasonably withheld, conditioned or delayed; provided, however, that if Buyer requests changes or does not approve any changes for which Seller requests approval and Seller does not make the requested changes or makes the changes ADDENDUM A disapproved by Buyer then Buyer may elect to terminate this Agreement, the Exxxxxx Money shall be refunded to Buyer and Seller shall reimburse Buyer for its Transaction Costs. Buyer shall notify Seller in writing of its disapproval with an explanation of its objections thereto set forth in reasonable detail within three (3) business days of Buyer’s receipt of a copy of the proposed lease or lease modification, or Buyer shall be deemed to have disapproved the same. If the Closing occurs, Buyer shall bear all costs and expenses related to the tenant improvements set forth on Exhibit K and Seller shall be responsible for all other costs and expenses related to any other tenant improvements as well as all costs and expenses related to the Tenant Leases, any amendments, modifications, extensions, expansions, options or renewals of existing Tenant Leases and the 6th Floor Lease (including, without limitation, tenant improvement costs, architects’ fees, attorneys’ fees, moving allowances and leasing commissions) and the prorations at Closing shall include an allocation consistent with the foregoing. After the Date of this Agreement, Seller shall not apply any tenant security deposits to cure delinquencies under any Tenant Leases and shall ensure that each Tenant has paid any sums required under the terms of its Lease to maintain the security deposit in the amount required by its Lease.
Tenant Leases. Any rents and other amounts prepaid, accrued or due and payable under the Tenant Leases shall be prorated as of the Cut-Off Time between the Buyer and the Seller. The Buyer shall receive a credit for all cash security deposits held by the Seller under the Tenant Leases and the Buyer thereafter shall be obligated to refund or apply such deposits in accordance with the terms of such Tenant Leases.
Tenant Leases. There are no leases, licenses or concessions for space which will affect the Real Property or any portion thereof following the Close of Escrow other than as set forth on the Schedule of Tenant Leases. Seller has delivered to Buyer a true, correct and complete copy of each lease and agreement listed on the Schedule of Lease. Seller has not received written notice of any sublease and/or assignment of any Tenant Lease except as set forth on SCHEDULE 6.3.2. No outstanding written notice of any Material default has been delivered by Seller or received by Seller with respect to any Tenant Lease, except as disclosed on the SCHEDULE 6.3.2 annexed hereto and made a part hereof. To Seller's knowledge, all rent under the leases listed on the Schedule of Leases is being paid currently. All Material brokerage, leasing and other commissions due in connection with the Tenant Leases have been paid by Seller other than those payable with respect to the renewal or extension of such Tenant Leases or expansion of the leased premises thereunder after the Closing Date, each of which are payable under agreements described on SCHEDULE 6.3.2.
Tenant Leases. As of the Effective Date, the Property Owner is the lessor or landlord or the successor lessor or landlord under the Tenant Leases, and as of the Closing Date, the Company will be the lessor or landlord or the successor lessor or landlord under the Tenant Leases. The Lease Schedule/Rent Roll is true, accurate and correct in all material respects with respect to (i) the description of the Tenant Leases; (ii) to Property Owner's knowledge, the identities of the Tenants under the Tenant Leases; (iii) the space occupied by the Tenants; (iv) the expiration dates of the Tenant Leases; (v) the monthly base rental payable thereunder; (vi) unpaid Leasing Costs; (vii) commissions; (viii) the Tenant Security Deposits, and (ix) the Lease/amendments dates. Except as set forth on the Lease Schedule/Rent Roll, the Tenant Leases are in full force and effect and have not been modified. There are no written or oral promises, understandings or commitments between Property Owner and any Tenant other than those contained in the Tenant Leases. To Property Owner's knowledge, none of the Tenants have asserted any defense, set-off or counterclaim or raised any dispute with regard to its tenancy or its Tenant Lease. Except as set forth in the Lease Schedule/Rent Roll, there are no other leases or occupancy agreements to which Property Owner or the Company is a party affecting the Property, no rents under any of the Tenant Leases have been prepaid for more than one month, and there are no arrears in the payment of rents for than one month. Other than Leasing Costs pursuant to the Pending Transactions and other than the Tenant Leases or expansions or renewals between the Effective Date and Closing which have been approved by CBL/OP, there are no Leasing Costs for which CBL/OP or the Company shall become liable or that shall constitute a lien on the Property after Closing. Property Owner has delivered to CBL/OP a true, correct and complete copy of all Tenant Leases (including all amendments thereto).