Common use of The Leases Clause in Contracts

The Leases. A. Buyer acknowledges that Buyer has examined the Leases set forth on the lease schedule (the "Lease Schedule") annexed hereto as Exhibit "F". Sellers represent and warrant that, except as disclosed to Buyer prior to the end of the Review Period, to the Sellers' actual knowledge, (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and all amendments, renewals, extensions and modifications thereof, (ii) except as set forth in the Leases (and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid for, as the case may be, and (xii) except as set forth in the Leases and on Exhibits F (Lease Schedules) and H (Contracts), there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any of the Leases.

The Leases. A. Buyer acknowledges that Buyer has examined Seller will, within ten (10) calendar days after the Effective Date of this Agreement, provide to Purchaser: (a) copies of the leases and landlord-permitted subleases (such leases and subleases being referred to in this Agreement collectively as the "Existing Leases"); and (b) a rent roll which includes a list of all of the Existing Leases set and which sets forth on the lease schedule each tenant's name, amount of monthly rent, amount of security deposit, expiration of term, current status of payments and amount of any advance rentals received (the "Lease ScheduleRent Roll") annexed hereto as Exhibit "F"). Sellers represent Seller may, at Seller's option and warrant thatelection, except as disclosed to Buyer prior to the end of the Review Period, to the Sellers' actual knowledge, (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and all amendments, renewals, extensions and modifications thereof, (ii) except as set forth in the Leases (and any subleases and Contracts), no person or firm has any right to occupy any portion of the Property, (iii) all of the Leases are in full force and effect and other than as set forth on the Lease Schedule, none of them have been modified, amended or extended and no renewal or expansion options have been granted to tenants except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephone, no tenant has an option to purchase the Property or any part thereof, (v) except as set forth therein, the rents set forth on the Lease Schedule are being collected on a current basis and there are no arrearages in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant of the Property claiming that such tenant is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action or proceeding instituted against Sellers by any tenant of the Property is currently pending in any court, except enter into additional leases with respect to claims involving personal injury or property damage which are covered by insurance the Property and described on Exhibit may permit additional subleases with respect to the Property (such additional leases and additional subleases being referred to in this Agreement collectively as the "GAdditional Leases", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing (hereinafter defined) under this Agreement. Purchaser's approval is not required for any Additional Leases which are entered into by Seller during the period of time between the Effective Date of this Agreement and the date which is seven (7) calendar days prior to the expiration of the Inspection Period (the "Seller Leasing Period"), but copies of all of the Additional Leases entered into during the Seller Leasing Period must be delivered to Purchaser on or before the final day of the Seller Leasing Period. After the expiration of the Seller Leasing Period, Seller will not enter into any Additional Leases unless such Additional Leases are approved in advance in writing by Purchaser, but: (a) Purchaser will not unreasonably withhold its approval of any proposed Additional Leases; and (b) Purchaser's approval right will terminate and be completed of no further force or paid for, affect upon the termination of this Agreement. The Existing Leases and the Additional Leases are referred to in this Agreement collectively as the case may be"Leases". At the Closing, Seller will assign to Purchaser all of Seller's right, title and (xii) except as set forth interest in and to the Leases and on Exhibits F (Lease Schedules) and H (Contracts), there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any Purchaser will assume all of Seller's obligations under the Leases.

The Leases. A. Buyer acknowledges that Buyer has examined the Exhibit A-1 sets forth a true, complete and accurate list of all Leases set forth on the lease schedule (the "Lease Schedule") annexed hereto as Exhibit "F". Sellers represent and warrant that, except as disclosed to Buyer prior to the end of the Review Period, to the Sellers' actual knowledge, (i) the Leases set forth on such Lease Schedule constitute all of the agreements (other than any subleases and the Contracts) which relate to, affect the occupancy of, or create and/or affect the rights to the occupancy of, the Property or any portion thereof, and including all amendments, extensions, renewals, extensions ground or master lessor consents, existing non-disturbance and modifications thereofattornment agreements with respect thereto), and Exhibit A-2 sets forth a true, complete and accurate list of all Subleases (ii) except as set forth including all amendments, extensions, renewals, ground or master lessor consents, existing non-disturbance and attornment agreements and guaranties with respect thereto). Subject to the terms of the Leases and the Subleases, Seller has, and on the Closing Date will have, valid leasehold interests in the Leases and the Subleases free and clear of any Liens other than (a) Permitted Liens, (b) so-called “non-monetary” Liens, including, without limitation, any ground or underlying leases, easements, parking agreements, reciprocal easement agreements, conditions, covenants and restrictions, restrictive covenants, development or similar agreements, zoning limitations and other restrictions imposed by any subleases and Contracts)Governmental Authority, no person or firm has any right to occupy any portion other matter which a survey of the PropertyLeased Premises or a review of the public records regarding the Leased Property would show, whether created by or in the name of Seller or any other party, or (iiic) all any other Liens, whether “monetary” or “non-monetary” Liens, created by or in the name of any Person other than Seller or any Affiliate of Seller, including, without limitation, by any fee owner or ground lessor under the Leases or any subtenant under the Subleases. True, complete and accurate copies of the Leases are and the Subleases, as well as any and all existing guaranties of Seller or its Affiliates with respect thereto, have been delivered or otherwise made available to Buyer through Seller’s data site operated by Xxxxxxx Corporation (the “Data Site”), and such Leases and Subleases set forth the entire agreement and understanding between the parties thereto with respect to the leasing or subleasing, as applicable, and occupancy of the Leased Premises. Each such Lease and Sublease is in full force and effect against the applicable Seller and other than is valid and binding against the applicable Seller and, to Seller’s Knowledge, the applicable landlord or subtenant thereunder. Except as set forth on Schedule 3.1.5, neither Seller nor, to Seller’s Knowledge, any landlord under the Lease ScheduleLeases or any subtenant under the Subleases is in default under the Leases or the Subleases, none as applicable, nor has any event occurred or failed to occur or any action been taken or not taken which, with the giving of them have been modifiednotice, amended the passage of time or extended and no renewal both would mature into or expansion options have been granted otherwise become a default under the Subleases or the Leases by Seller or, to tenants except Seller’s Knowledge, the applicable landlord or subtenant thereunder. Except as specifically set forth in the Leases, (iv) except for MCI, MCI International and New York Telephoneon Schedule 3.1.5, no tenant has landlord under any Lease or subtenant under any Sublease is an option to purchase “Affiliate” (as such term is defined in Article 12) of either Seller. Except for the Property or any part thereof, (v) Subleases and except as set forth thereinon Schedule 3.1.5, Seller has not subleased, licensed or otherwise granted any “Person” (as such term is defined in Article 12) the rents set forth on right to use or occupy the Lease Schedule are being collected on a current basis Leased Premises or any portion thereof and there are no arrearages the Seller is in excess of one month, (vi) except as set forth in the Leases, no tenant is entitled to rental concessions or abatements for any period subsequent to the Closing Date, (vii) Sellers have not sent written notice to any tenant exclusive possession of the Property claiming that such tenant Leased Premises. To Seller’s Knowledge, there is in default, which default remains uncured, other than the unpaid Rent sums set forth on the Lease Schedule, (viii) no action pending or proceeding instituted against Sellers threatened condemnation of any part of any Leased Premises by any tenant of the Property “Governmental Authority” (as such term is currently pending defined in any court, except with respect to claims involving personal injury or property damage which are covered by insurance and described on Exhibit "G", (ix) there are no security deposits or prepaid rent in the nature of a security deposit other than those set forth in the Lease Schedule or the Leases, (x) no rent has been paid more than thirty (30) days in advance under any of the Leases, (xi) all tenant improvement work required to be completed or paid for by Sellers has been or prior to the Closing Date will be completed or paid for, as the case may be, and (xii) except as set forth in the Leases and on Exhibits F (Lease Schedules) and H (ContractsArticle 12), there are no unpaid leasing commissions or any liability therefor arising from options to expand or renew contained in any of the Leases.