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. 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 existing Tenant Leases are listed in the Rent Roll. Seller has delivered, prior to the date hereof, to Buyer true and complete copies of all Tenant Leases including, but not limited to all amendments and notices of commencement and renewal and all correspondence related thereto, with the exception of that certain lease with Motherhood Maternity at the Finger Lakes Property. The Rent Roll is accurate as to the information set forth therein in all material respects as of the date set forth therein. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not entered into any oral or written Tenant Leases, nor has Seller given any person (other than the Tenants named in the Rent Roll) any right of possession to the Property or any part thereof, and there are no other Tenant Leases or rights of possession. Except as set forth in the Rent Roll and the Tenant Leases, Seller has not given any concessions of any kind or character (including, without limitation, free or reduced rent, free or reduced parking, buy-out, finish out, moving, refurbishment, Tenant equity in the Property, cash payments to Tenants, lease assumptions and other concessions or allowances granted to induce a Tenant to enter into a lease, or expand or renew a lease, (collectively, "Concessions")) to any Tenant. No rent under any Tenant Lease has been paid more than one (1) month in advance by any Tenant. No Tenant has made any claim against Seller for any security deposits or other deposits (which has not been satisfied), and, except as set forth in Exhibit B, no Tenant has any defense or offset to rent accruing after the Closing Date. The Tenant Leases described in the Rent Roll are in full force and effect (except as to Tenants in bankruptcy who may assume or reject such Tenant Leases) and, except as set forth on the Rent Roll, no breach exists in the payment of rents except as shown on the Rent Roll, no other default or breach exists on the part of any Tenant thereunder except as disclosed to Buyer in writing or identified on the Rent Roll, and except as set forth in Exhibit B, Seller has not received any notice of any alleged default or breach on the part of Seller thereunder. All Deposits (and a statement as to whether interest is payable thereon in accordance with the terms of the applicable Tenant Lease) are listed in the Rent Roll.
Tenant Leases. Schedule 2.2.5 sets forth a true, correct and complete list and rent roll with respect to the Tenant Leases, and Seller has made available to Purchaser for review a copy of each of the Tenant Leases in Seller’s possession, which are true, correct and complete copies of the Tenant Leases in all material respects. Seller has not given nor received any written notice of any breach or default under any of the Tenant Leases which has not been cured. Except as set forth in Schedule 2.2.5, no tenants are entitled to any rebates, rent concessions or free rent. No rents due under any of the Tenant Leases are presently assigned, hypothecated or encumbered by Seller, other than in connection with any mortgage encumbering the Real Property which shall be satisfied prior to or in connection with the Closing. There are no unpaid brokerage commissions or unpaid landlord obligations for tenant improvements in connection with the current term of occupancy of tenants under the Tenant Leases. No rent under any of the Tenant Leases has been prepaid (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of the Tenant Leases and except for prepayments set forth in the Tenant Leases). No tenant has notified Seller in writing of its intent to terminate its Tenant Lease prior to expiration of the term of such Tenant Lease. No party to the Tenant Leases in breach or default under any material obligation thereunder. The attached Schedule 2.2.5 accurately summarizes all the existing Tenant Leases and their material terms. Prior to Closing, the applicable Seller will deliver to Purchaser updated information current as of no earlier than five (5) Business Days prior to Closing on an updated rent roll signed by a representative of Seller which shall replace Schedule 2.2.5 for all purposes under this Agreement.
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. 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. 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. 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. 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. The CalTwin Parties have leased portions of the Property to various occupancy tenants. From and after the date of execution of this Agreement and until the Closing Date the CalTwin Parties shall not enter into any new leases or amend, terminate or accept the surrender of any existing tenancies or approve any subleases without the prior written consent of Arden (which consent shall not be unreasonably withheld). Concurrently with its execution of this Agreement Seller shall notify Purchaser of any lease agreements that are outstanding for signature by prospective tenants, each of which is hereby deemed approved by buyer. Any such agreements, if signed, shall be deemed to be signed prior to execution of this Agreement. In requesting such consent, the CalTwin Parties shall inform Arden in writing of the amount, if any, proposed to be required to pay for, or any allowance proposed to be given for, tenant improvement work, any leasing commissions and fees, in connection with such lease and any rent concessions. The failure of Arden to respond within five (5) business days after written request for any such approval shall be deemed to constitute approval. The CalTwin Parties shall not collect in advance any rent or other sum due under any of the Tenant Leases, except for collection of current rents no more than one month in advance.