Common use of TENANT LITIGATION Clause in Contracts

TENANT LITIGATION. (a) All litigation initiated by Seller against any Tenant in possession on the Closing Date shall be assigned to Purchaser at the Closing except such litigation which Purchaser elects not to accept by notice to Seller delivered prior to the Closing. Purchaser shall not settle or compromise any such litigation in a manner that disproportionately benefits Purchaser. Any net recoveries (after the recovery of reasonable legal fees and expenses) related to the foregoing shall be treated as collections of Delinquent Rentals and shall be apportioned between Purchaser and Seller as provided in Section 2.4. In the event any counterclaims are asserted against Seller in such litigation, (i) Purchaser will not have the right to settle or compromise any such counterclaim without the consent of Seller, which shall not be unreasonably withheld, conditioned or delayed, and (ii) Seller and Purchaser shall cooperate in the defense of such counterclaims. Without Purchaser’s consent, Seller shall not initiate any litigation against any Tenant in possession. (b) All litigation initiated by Seller against any Tenant which Purchaser elects not to accept under Section 6.6(a) shall be retained by Seller and not assigned to Purchaser. Any recoveries related to the foregoing shall (after the recovery of reasonable legal fees and expenses) shall be treated as collections of Delinquent Rentals and shall be apportioned between Purchaser and Seller as provided in Section 2.4 (except that the fifth (5th) sentence of Section 2.4(b)(v) shall be deemed to read “All Rentals and other amounts collected by Purchaser from and after Closing from each Tenant will be applied as of the date of receipt first to the amounts owed for the month (or other relevant period) in which the Closing Date occurs, then to delinquencies owed by that Tenant to Seller and, thereafter, to all other delinquencies or other amounts owed by that Tenant to Purchaser.”), and Seller shall not settle or compromise any such litigation without Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. (c) The provisions of this Section 6.6 shall survive the Closing.

TENANT LITIGATION. (a) All Any net recoveries related to litigation initiated by Seller and/or any Assigning Affiliate against any Tenant in possession on the for amounts owing by such Tenant prior to Closing Date shall be assigned paid to Purchaser at the Closing except such litigation which Purchaser elects not to accept by notice to Seller delivered prior to the Closing. Purchaser shall not settle or compromise any such litigation in a manner that disproportionately benefits Purchaser. Any net recoveries (after the recovery of reasonable legal fees and expenses) related to the foregoing shall be treated as collections of Delinquent Rentals and shall be apportioned between Purchaser and Seller as provided in Section 2.4Seller. In the event any counterclaims are asserted against Seller or any Assigning Affiliate in such litigation, (i) Purchaser Seller will not have the right to settle or compromise any such counterclaim litigation without the consent of SellerPurchaser's prior written consent, which consent shall not be unreasonably withheld, conditioned delayed or delayed, conditioned. Seller agrees to indemnify and (ii) Seller hold harmless Purchaser and Purchaser shall cooperate Indemnitees in connection with all Losses or Claims associated with the defense of such counterclaimslitigation initiated by Seller and/or any Assigning Affiliate against any Tenant. Without Purchaser’s consent, All litigation initiated by Seller shall not initiate and/or any litigation Assigning Affiliate against any Tenant shall be limited to claims for damage and in possessionno event shall Seller and/or any Assigning Affiliate seek possession of the leased premised, to evict any Tenant or to terminate any Lease. (b) All litigation initiated by Seller and/or any Assigning Affiliate against any Tenant which Purchaser elects not to accept under Section 6.6(a) shall be retained by Seller as an Excluded Asset and not assigned to PurchaserPurchaser as an Acquired Asset. Any recoveries related Except for the litigation set forth in SCHEDULE 4.3-1, in the event that any litigation which is not covered by insurance is filed naming any Master LLC Subsidiary as a defendant prior to Closing, Purchaser shall have the foregoing shall (after right to convert the recovery of reasonable legal fees Master LLC Property which is owned by such Master LLC Subsidiary into a 1031 Property. In such event EXHIBIT C-4 and expenses) shall be treated as collections of Delinquent Rentals and shall be apportioned between Purchaser and Seller as provided in Section 2.4 (except that the fifth (5th) sentence of Section 2.4(b)(v) EXHIBIT C-5 shall be deemed modified to read “All Rentals and other amounts collected by reflect this conversion upon written notice from Purchaser from and after Closing from each Tenant will be applied as of the date of receipt first to the amounts owed for the month (or other relevant period) in which the Closing Date occurs, then to delinquencies owed by that Tenant to Seller and, thereafter, to all other delinquencies or other amounts owed by that Tenant to PurchaserSeller.”), and Seller shall not settle or compromise any such litigation without Purchaser’s consent, which shall not be unreasonably withheld, conditioned or delayed. (c) The provisions of this Section 6.6 shall survive the Closing.