To the extent payable but not paid by the subject Tenant or New Tenant, the portion of Rent from the such Tenant or New Tenant that applies to the period prior the date the subject Earn-Out Payment is due and payable shall be deemed Arrears (as hereinafter defined).
Landlord agrees to give Tenant simultaneous notice of any default by New Tenant in payment or performance of its obligations under the New Lease.
All original copies of the Leases and New Leases that are fully executed prior to Closing, Tenant and the subject New Tenant financial statements, their sales reports and other Tenant and the subject New Tenant related documents, and to the extent, if any, that original copies are not delivered, Seller shall deliver copies which shall be accompanied by an affidavit sworn to by Seller confirming that the copies delivered are true and complete copies of the originals.
Tenant hereby agrees to indemnify, defend, protect and hold harmless Landlord, New Tenant and their respective partners, officers, agents, representatives, employees, attorneys, heirs, successors and assigns from and against any and all liability, damages, losses, claims, judgments, awards, and/or causes of action, including attorneys' fees and litigation and arbitration expenses, arising directly or indirectly from or related to the Premises and/or the Lease prior to the Effective Date.
In addition to Tenant's obligation to pay the Rent Differential, as set forth above, until January 31, 1998 (but not thereafter), Tenant unconditionally guarantees to Landlord payment of the rent and other consideration payable under the New Lease, if and to the extent that New Tenant fails to pay such obligations as and when due.