Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 13 contracts
Samples: Master Lease (Caesars Entertainment, Inc.), Master Lease (PENN Entertainment, Inc.), Master Lease (PENN Entertainment, Inc.)
Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
Appears in 13 contracts
Samples: Master Lease Agreement (Kindred Healthcare, Inc), Master Lease Agreement (Kindred Healthcare, Inc), Guaranty of Lease (Kindred Healthcare, Inc)
Attornment. If Landlord’s interest Each Lease Modification and New Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Agreement or the Security Instrument, if Lender agrees to a non-disturbance provision pursuant to Section 8.7.9, the Tenant under such Lease shall, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of Lender’s, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor’s, conveyance or termination; interest in the Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease or defenses which any previous prepayment of more than one month’s rentTenant may have against Borrower, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord obligation on Borrower’s part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (v) any obligation on Borrower’s part, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment.
Appears in 10 contracts
Samples: Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc), Loan and Security Agreement (Strategic Hotels & Resorts, Inc)
Attornment. If Landlord’s interest the interests of Lessor in and to the Leased Property Demised Premises are owned by Mortgagee by reason of any deed-in-lieu of foreclosure, judicial foreclosure, sale pursuant to any power of sale or other proceedings brought by it or by any portion thereof or interest therein is soldother manner, conveyed or terminated upon the including, but not limited to, Mortgagee's exercise of its rights under any remedy provided assignment of leases and rents, and Mortgagee succeeds to the interest of Lessor under the Lease, Lessee shall be bound to Mortgagee under all of the terms, covenants and conditions of the Lease for in the balance of the term thereof remaining and any Facility Mortgage Documents (or in lieu extension thereof duly exercised by Lessee with the same force and effect as if Mortgagee were the Lessor under the Lease; and Lessee does hereby attorn to Mortgagee, as its lessor, said attornment to be effective and self-operative, without the execution of such exercise)any further instruments on the part of any of the parties hereto, immediately upon Mortgagee's succeeding to the interest of Lessor under the Lease; provided, however, that Lessee shall be under no obligation to pay rent to Mortgagee until Lessee receives written notice from Mortgagee that Mortgagee has succeeded to the interest of the Lessor under the Lease or otherwise by operation has the right to receive such rents. The respective rights and obligations of law: (a) at the request Lessee and option of the new owner or superior lessorMortgagee upon such attornment, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice then remaining balance of the Facility Mortgage and the identity and address term of the Facility Mortgagee; or (iv) liable Lease, shall be and are the same as now set forth therein, it being the intention of the parties hereto for any security deposit or other collateral deposited or delivered this purpose to Landlord pursuant to incorporate the Lease in this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement by reference, with the same force and effect as if set forth in full herein.
Appears in 9 contracts
Samples: Lease (Beacon Power Corp), Office Lease Agreement (Xanodyne Pharmaceuticals Inc), Lease (Silverstream Software Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof Facility or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 9 contracts
Samples: Master Lease (Ensign Group, Inc), Master Lease (Assisted 4 Living, Inc.), Lease (Regional Health Properties, Inc)
Attornment. If LandlordSubject to the limitation set forth in Section 36.1 regarding Lessee and any Facility Mortgagee entering into a subordination and non-disturbance agreement, Lessee agrees that if Lessor’s interest in the Leased Property and/or any Capital Additions or any portion part(s) or portion(s) thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (ai) at the request and option of the new owner or superior lessorowner’s option, as the case may be, Tenant Lessee shall attorn to and recognize the new owner or superior lessor as TenantLessee’s “landlord” Lessor under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorowner, and Tenant Lessee shall take such actions to confirm the foregoing within ten fifteen (1015) days Business Days after request; and (bii) the new owner or superior lessor shall not be (ia) liable for any act or omission of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iib) subject to any offset, abatement or reduction of rent because of any default of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or termination; , (iiic) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent required by such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage DocumentsMortgagee) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either casesuccessor lessor, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) liable for any security deposit or other collateral deposited or delivered to Landlord Lessor pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior successor lessor.
Appears in 8 contracts
Samples: Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Brookdale Senior Living Inc.), Master Lease and Security Agreement (Hcp, Inc.)
Attornment. If Landlord’s interest Each new Lease entered into from and after the date hereof shall provide that in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise enforcement by Lender of any remedy provided for in under this Security Instrument or the Note, the tenant under such Lease shall, at the option of Lender or of any Facility Mortgage Documents (or in lieu other Person succeeding to the interest of Lender as a result of such exercise)enforcement, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent which may have been made more than thirty (30) days before the due date of such installment, (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offsetthe continuing obligations of the landlord to the extent arising from and after such succession to the extent of Lender's, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salesuccessor's, conveyance or termination; interest in the Property), (iii) bound by any previous modification credits, claims, setoffs or amendment to this Master Lease or defenses which any previous prepayment of more than one month’s renttenant may have against Borrower, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord obligation on Borrower's part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (vi) any obligation on Borrower's part, pursuant to such Lease, to pay any sum of money to any tenant. Each such tenant, upon the reasonable request by Lender or such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment. At the request of any tenant that enters into a new owner or superior lessorLease that is on prevailing market terms, Lender shall deliver to such tenant a subordination, nondisturbance and attornment agreement in form and substance reasonably acceptable to Lender.
Appears in 5 contracts
Samples: Deed of Trust, Security Agreement (Shelbourne Properties Ii Inc), Deed of Trust, Security Agreement (Shelbourne Properties Ii Inc), Mortgage, Security Agreement (Shelbourne Properties Iii Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment, provided, however, that the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 4 contracts
Samples: Loan Agreement (Chesapeake Lodging Trust), Loan Agreement (Cedar Shopping Centers Inc), Loan Agreement (Interstate Hotels & Resorts Inc)
Attornment. If Landlord’s interest the interests of Lessor under this Lease are ---------- transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to Section 40.15 hereof for the form ------------- remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
Appears in 4 contracts
Samples: Master Lease Agreement (Kindred Healthcare Inc), Master Lease Agreement (Kindred Healthcare Inc), Master Lease Agreement (Ventas Inc)
Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, unless the same represent a continuing covenant of the Landlord, such as the obligation to repair and maintain certain aspects of the Property, but only to the extent such failure continues from and after the date when Purchaser acquires the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance of the due date therefor to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material terms of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for and shall in any Facility Mortgage Documents (or in lieu of no event exceed such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorinterest.
Appears in 4 contracts
Samples: Certificate and Agreement (Savvis Communications Corp), Certificate and Agreement (Savvis Communications Corp), Lease (Savvis Communications Corp)
Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Mortgage or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Mortgage (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met at the time Purchaser becomes owner of the Property, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a “Prior Landlord”) to perform any of its obligations under the Lease which have accrued prior to the date on which Purchaser shall become the owner of the Property, provided that the foregoing shall not limit Purchaser’s obligations under the Lease to correct any conditions of a continuing nature that (i) existed as of the date Purchaser became the owner of the Property and (ii) violate Purchaser’s obligations as landlord under the Lease; provided further, however, that Purchaser shall have received written notice of such omissions, conditions or violations and shall have had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, except to the extent that such offsets are otherwise expressly provided for under the Lease or were used to fund any Improvement Allowance under the Lease including interest thereon or to fund the repairs, maintenance or other actions which would otherwise be an obligation of Purchaser upon its acquisition of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Lender or Purchaser, (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease (except for Amendments to the Lease which are executed to memorialize rights granted in the Lease), or any voluntary surrender of the Premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest or (f) bound by any assignment of the Lease or sublease of the Property, or any portion thereof, made prior to the time Purchaser succeeded to Landlord’s interest other than if pursuant to the provisions of the Lease. In the event that any liability of Purchaser does arise pursuant to this Agreement, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is soldand shall in no event exceed such interest. Alternatively, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (Lender or in lieu of such exercise), its successors or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beassigns, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially of the Premises with Lender or such successor or assign for the then remaining term of the Lease, upon the same terms and conditions as contained in the form of Lease (including, without limitation, any extension rights), except as otherwise specifically provided in this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement.
Appears in 4 contracts
Samples: Disturbance and Attornment Agreement, Lease (Capella Education Co), Disturbance and Attornment Agreement (Capella Education Co)
Attornment. If Landlord’s interest Mortgagee hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Leased Property or Credit Agreement and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Mortgagor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Mortgagee succeeds to the interest of Mortgagor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility this Mortgage Documents (or in lieu shall be made subject to such Lease and the rights of such exercise)tenant expressly set forth thereunder. If Mortgagee succeeds to the interests of Mortgagor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, or otherwise by operation of law: (a) at the request Mortgagee, and option such tenants, shall be bound to each other under all of the new owner or superior lessorexpress terms, covenants and conditions of such Lease, as if the case may be, Tenant shall attorn to and recognize Mortgagee was originally the new owner or superior Mortgagor as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthereunder.
Appears in 3 contracts
Samples: Sterling Chemical Inc, Sterling Chemical Inc, Sterling Chemical Inc
Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election of Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated to attorn to Landlord upon the exercise then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. In the event of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)election by Landlord, or otherwise by operation of law: Landlord will not be (a) at the request and option of the new owner liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or superior lessorany security deposit paid by Subtenant to Sublandlord, as the case may be, Tenant shall attorn unless same has been transferred to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLandlord by Sublandlord; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord Sublandlord under this Master Lease occurring the Lease, Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to such sale, conveyance or terminationthe effective date of the attornment; (iic) subject to any offset, abatement defenses or reduction of rent because of any default of Landlord under this Master Lease occurring offsets that Subtenant may have against Sublandlord which arose prior to such sale, conveyance or terminationthe effective date of the attornment; (iiid) bound by any previous modification changes or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (modifications made to the extent such approval was required at Sublease without the time written consent of such amendment Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or modification condition of any furniture, equipment or prepayment under other personal property in the terms Sublet Premises which Sublandord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the applicable Facility Mortgage Documents) orSublease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivf) liable for the payment of any security deposit improvement allowance, or any other collateral deposited payment, credit, offset or delivered amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord pursuant as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 9 supercede any contrary provisions in the Sublease.
Appears in 3 contracts
Samples: Sublease (Conceptus Inc), Sublease Agreement (Digital Music Group, Inc.), Consent Agreement (Conceptus Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorlessor in accordance with the terms and provisions set forth in the nondisturbance and attornment agreement previously delivered to the holder of such Facility Mortgage pursuant to Section 31.1, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) subject to the terms and provisions set forth in the nondisturbance and attornment agreement previously delivered to the holder of such Facility Mortgage pursuant to Section 31.1, the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 3 contracts
Samples: Master Lease (Boyd Gaming Corp), Master Lease (Boyd Gaming Corp), Master Lease (Gaming & Leisure Properties, Inc.)
Attornment. If any Mortgagee shall succeed to the rights of Landlord under this Lease or to ownership of the Premises, whether through possession or foreclosure or the delivery of a deed to the Premises in lieu of foreclosure, then, except as otherwise provided in the applicable Subordination, Non-Disturbance and Attornment Agreement between Tenant and Mortgagee, and so long as Tenant is not in default under this Lease, such Mortgagee shall automatically be deemed to have recognized this Lease and to assume the obligations of Landlord hereunder accruing on and after the date such Mortgagee acquired title to the Premises, and Tenant shall attorn to and recognize such Mortgagee as Tenant’s landlord under this Lease and shall promptly execute and deliver any instrument that such Mortgagee may reasonably request to evidence such attornment (whether before or after the making of the Mortgage); provided, however, Mortgagee shall not be (a) liable for any previous act or omission of any prior landlord (including the Landlord); (b) subject to any credit, offset, claim, counterclaim, demand or defense which Tenant may have against any prior landlord (including the Landlord), (c) bound by any previous payment of more than one month’s Rent; (d) bound by any previous modification of the Lease or any consent to any assignment or sublet (made without Mortgagee's written consent); (e) bound by any covenant of Landlord to undertake or complete any construction of the Premises or any portion thereof, or (f) bound by or responsible for any security deposit, tax, insurance, or other prepaid or escrowed sums not actually received by Mortgagee. In the event of any other transfer of Landlord’s interest in hereunder, such transferee shall automatically be deemed to have recognized this Lease and to assume the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon obligations of Landlord hereunder accruing on and after the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu date of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may betransfer, Tenant shall attorn to and recognize the new owner or superior lessor such transferee as Tenant’s “landlord” landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take promptly execute and deliver any instrument that such actions transferee and Landlord may reasonably request to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to evidence such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 3 contracts
Samples: Lease Agreement (Quantum Corp /De/), Lease Agreement (Quantum Corp /De/), Lease Agreement (Quantum Corp /De/)
Attornment. If Landlord’s interest the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Party, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the Landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as Landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent's rent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such Facility Mortgagee (successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (iv) liable for any security deposit or other collateral (if any) deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorTenant.
Appears in 3 contracts
Samples: Master Lease Agreement (Vornado Operating Co), Master Lease Agreement (Vornado Operating Co), Master Lease Agreement (Vornado Operating Co)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein Premises is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beowner’s option, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorowner, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; , (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; , (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility the Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either casesuccessor lessor, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior successor lessor.
Appears in 3 contracts
Samples: Lease (Global Medical REIT Inc.), Lease (Global Medical REIT Inc.), Lease (First Choice Healthcare Solutions, Inc.)
Attornment. If Landlord’s interest in the Leased Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser, attorn to the transferee of or successor to Landlord’s interest in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any portion thereof statute or interest therein is sold, conveyed rule of law which gives Tenant any right to terminate this Lease or terminated surrender possession of the Premises upon the exercise transfer of any remedy provided for Landlord’s interest. Upon such attornment, this Lease shall continue in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at full force and effect as a direct lease between the request mortgagee and option Tenant upon all of the new owner or superior lessorterms, conditions and covenants as are set forth in this Lease, except that the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor mortgagee shall not be (i) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Master Lease occurring prior (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such salesuccession), conveyance or termination; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offsetcounterclaim or setoff which theretofore accrued to Tenant against Landlord, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiiiv) bound by any previous amendment or modification of this Lease subsequent to such mortgage, or amendment to this Master Lease or by any previous prepayment of Rent for more than one (1) month’s rent, unless such modification, amendment or prepayment shall have been which was not approved in writing by the mortgagee, or bound by the indemnity set forth in Section 9.04, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the Finish Work Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such Facility Mortgagee person claims under the mortgagee. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in whole or in part and by instrument in form and substance satisfactory to such mortgagee alone, the lien of its mortgagee (or the priority of its ground lease) to some or all provisions of this Lease. Nothing in the preceding sentences of this Section 15.02 shall prohibit Tenant from exercising its right to terminate this Lease pursuant to Section 3.01(c) and clause (x) of Section 3.01(e) of this Lease on the conditions set forth therein. Notwithstanding the foregoing, in the event that mortgagee or, other than an entity controlling, controlled by or under common control with Landlord, a purchaser at a foreclosure sale (a “Successor”) succeeds to the interest of Landlord prior to the completion of Building (including Base Building and Finish Work), such Successor shall have thirty (30) days to send written notice to Tenant stating whether or not it intends to be bound to perform work remaining to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant and agrees to advance the Finish Work Allowance. For the purposes of the immediately preceding sentence, control shall have the meaning set forth in Section 13.01(b). In the event in such notice it states that it intends to be so bound, then such provisions of this Lease shall be binding on the Successor. In the event the Successor states that it does not intend to be so bound or fails to timely provide notice to Tenant within such thirty (30) day period, then (A) prior to the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by written notice to the Successor (a “Succession Election Notice”) within sixty (60) days following notice of such acquisition, to either (I) terminate this Lease, or (II) continue this Lease, deposit such Excess Costs in escrow with the Successor to be held and disbursed against the costs to construct the Finish Work as they are incurred on behalf of Tenant in the manner provided under the Work Letter, and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent such approval was required the Finish Work Allowance is not disbursed by the Successor) reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the time rate of 8% per annum; or (B) from and after the date that Tenant has made Tenant’s first payment towards the Excess Costs under the FW Contract under the Work Letter, Tenant shall have the right, by giving a Succession Election Notice to the Successor within sixty (60) days following notice of such amendment acquisition, to either (X) terminate this Lease, or modification or prepayment under (Y) continue this Lease and complete the Finish Work itself at its expense and otherwise in accordance with the terms of this Lease and (to the extent the Finish Work Allowance is not disbursed by the Successor reduce the Rent by the amount of the unadvanced Finish Work Allowance amortized over the Term with interest at the rate of 8% per annum; provided, however, that the Successor can render any Succession Election Notice pursuant to clause (A) or (B), above, null and void and of no force and effect if, within thirty (30) days after the giving of such notice by Tenant, the Successor agrees to be bound by the applicable Facility Mortgage Documents) or, provisions of this Lease. Tenant’s failure to give a Succession Election Notice in the case of such prepayment, such prepayment of rent has actually been delivered time period(s) required above shall be deemed to such new owner be an election pursuant to the clause (II) or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice (Y) of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorimmediately preceding sentence, as applicable.
Appears in 3 contracts
Samples: Vertex Pharmaceuticals Incorporated (Vertex Pharmaceuticals Inc / Ma), Vertex Pharmaceuticals Inc / Ma, Vertex Pharmaceuticals Incorporated (Senior Housing Properties Trust)
Attornment. If Landlordany Holder or successor or assign of a Holder, shall hereafter succeed to the rights of Landlord under this Lease, whether by foreclosure, deed in lieu of foreclosure, or otherwise, then (i) such successor landlord shall not be subject to any offsets or defenses which Tenant might have against Landlord except for those offsets or defenses expressly set forth in the Lease; (ii) such successor landlord shall not be bound by any prepayment by Tenant of more than one month’s installment of Rent; (iii) such successor landlord shall not be subject to any liability for any act or omission of or default by Landlord under this Lease except for any continuing obligations of Landlord (to the extent of such lender’s or successor’s interest in the Leased Property or any portion thereof or interest therein is soldProperty), conveyed or terminated upon the exercise and subject to expiration of any remedy cure periods provided for in any Facility Mortgage Documents to Landlord; (or in lieu of such exercise), or otherwise by operation of law: (aiv) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor such successor landlord as Tenant’s “landlord” landlord under this Master Lease provided that such party assumes Landlord’s obligations under this Lease in writing; (v) Tenant shall promptly execute and deliver any commercially reasonable instruments that may be necessary to evidence such attornment; (vi) upon such attornment, this Lease shall continue in effect as a direct lease (whether separately documented or enter into a new lease substantially in not) between such successor landlord and Tenant upon and subject to all of the form provisions of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLease; and (bvii) Tenant shall be entitled to quiet enjoyment of the new owner or superior lessor shall Premises for so long as Tenant is not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any in default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 3 contracts
Samples: Office Lease Agreement (Slack Technologies, Inc.), Retail Lease (Slack Technologies, Inc.), Letter and Construction Agreement (Slack Technologies, Inc.)
Attornment. If a Lender or ground Landlord enforces its remedies provided by law or under the pertinent Security Instrument and succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldPremises (a “Successor-in-Interest”), conveyed or terminated Tenant shall, upon the exercise request of any remedy provided for in any Facility Mortgage Documents (or in lieu Successor-in-Interest, automatically become the tenant of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially said Successor-in-Interest without change in the form terms or other provisions of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Lease. The Successor-in-Interest shall not be (i) bound by any payment of Rent for more than 30 days in advance; (ii) bound by any modification or amendment of this Lease to shorten the term or decrease the Base Rent without the consent of the Lender or ground Landlord; (iii) liable for any act or omission of Landlord under this Master Lease occurring prior or any previous landlord, except to the extent the same constitutes a continuing event of default after such sale, conveyance or terminationparty succeeds to Landlord’s interest; (iiiv) bound by any obligation of Landlord under the Lease that is not reasonably susceptible to performance by the Successor-in-Interest; (v) subject to any offset, abatement defense, recoupment or reduction of rent because of any default of counterclaim that Tenant may have as against Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelandlord; or (ivvi) liable for any security deposit or other collateral deposited or delivered that Tenant may have made with respect to Landlord pursuant or previous landlord that has not been transferred to this Master Lease unless the Successor-in-Interest (collectively, the “Lender Carve Outs”). Within ten days after Notice of a request by Successor-in-Interest, Tenant shall deliver an executed attornment agreement in a form required by such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor-in-Interest, so long as the same do not materially change the rights and duties of the parties hereunder, except insofar as any of the Lender Carve Outs apply.
Appears in 3 contracts
Samples: Office Lease (Impinj Inc), Office Lease (Impinj Inc), Office Lease (Impinj Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) In the event of Master Lease Termination (as hereinafter defined) prior to the termination of the Sublease, at Landlord’s option, Subtenant agrees to attorn to Landlord and to recognize Landlord as Subtenant’s landlord under the Sublease, upon the terms and conditions and at the request rental rate specified in the Sublease, and option for the then remaining term of the new owner Sublease, except that Landlord shall not be bound by any provision of the Sublease which in any way increases Landlord’s duties, obligations or superior lessorliabilities to Subtenant beyond those owed to Tenant under the Master Lease. Subtenant agrees to execute and deliver at any time and from time to time, as upon request of Landlord, any instruments which may be necessary or appropriate to evidence such attornment. Landlord shall not (i) be liable to Subtenant for any act, omission or breach of the case may beSublease by Tenant, (ii) be subject to any offsets or defenses which Subtenant might have against Tenant, (iii) be bound by any rent or additional rent which Subtenant might have paid in advance to Tenant, (iv) be bound to honor any rights of Subtenant in any security deposit made with Tenant except to the extent Tenant has turned over such security deposit to Landlord, (v) be obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublease Premises which Tenant agreed would be transferred to Subtenant or which Tenant agreed could be used by the Subtenant during the term of the Sublease or (vi) be liable for the payment of any improvement allowance or to otherwise modify the Sublease Premises. Tenant hereby agrees that in the event of Master Lease Termination, Tenant shall immediately pay or transfer to Landlord any security deposit, rent or other sums then held by Tenant. Landlord shall have the right, in Landlord’s sole discretion, to elect not to have Subtenant attorn to and recognize Landlord and, in this event, the new owner or superior lessor as Tenant’s “landlord” under this Sublease shall be deemed terminated on the date of Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorTermination and, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (no obligation to permit Subtenant to continue to occupy the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorPremises.
Appears in 3 contracts
Samples: Consent to Sublease (NeoVolta Inc.), Assignment Agreement (Intuity Medical, Inc.), Attornment Agreement (Capnia, Inc.)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 3 contracts
Samples: Master Lease (MGM Resorts International), Master Lease (VICI Properties L.P.), Master Lease (MGM Resorts International)
Attornment. If Landlord’s interest Tenant agrees that, at the written election of the Agent given to Tenant which election may be given or withheld in the Leased Property or any portion thereof or interest therein is soldAgent's sole discretion, conveyed or terminated upon in the exercise event of a foreclosure of any remedy provided for in any Facility Mortgage or all of the Security Documents (by Agent or the acceptance of an assignment or deed in lieu of such exercise), or otherwise foreclosure by operation of law: (a) at the request and option Agent on behalf of the Lenders (or any assignee, nominee, designee or successor of Agent or the Lenders) to ownership of a fee or leasehold (as the case may be) interest or interests in any of the Premises, Tenant will attorn to and recognize as its landlord the party which thereby takes title (whether fee or leasehold, as the case may be) to all or any part of the premises subject to the related Lease or Leases for the remainder of the term of such Lease or Leases (including all extension periods which have been or are hereafter exercised in accordance with the provisions of such Lease) upon the same terms and conditions as are set forth in such Leases, which will thenceforth be deemed direct leases between such party and Tenant, and Tenant hereby agrees to pay and perform all of the obligations of Tenant pursuant to such Leases. If such written election is made, Agent or such other party, by virtue of such foreclosure, shall be deemed to have assumed and agreed to be bound, as substitute landlord, by the terms and conditions of such Leases (including, without limitation, any obligations with respect to the maintenance and use of the Capital Expenditure Reserve Account) until the sale or other disposition of its interest, except that such assumption shall not be deemed of itself an acknowledgment by such new owner landlord of the validity of any then existing claims of Tenant against any prior landlord (including Landlord); provided however, that the Agent, the Lenders, and any such assignee, nominee, designee or superior lessorsuccessor of the Agent or the Lenders, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any accrued obligation of Landlord, or for an act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such saleforeclosure or transfer by assignment or deed in lieu of foreclosure not arising by, conveyance through or termination; under such new landlord, in effectuating such transfer or foreclosure, (ii) required to make (or to permit proceeds of insurance or condemnation awards to be used by Tenant to pay for) any repairs to the Premises required as a result of fire or other casualty or by reason of condemnation unless such new landlord shall be expressly obligated under the Lease to make such repairs (or permit such proceeds or awards to be used for such purposes) and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iii) required to make any capital improvements to the Premises which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the Premises, unless in each case such new landlord shall be expressly obligated to do so under such Lease, or (iv) subject to any offset, abatement offsets or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which such sale, conveyance new landlord shall become the owner of all or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment part of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved the Premises. If the Agent so elects in writing by such Facility Mortgagee (to require Tenant's attornment, except as set forth to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documentscontrary in clause (i) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable of this paragraph 5 above, all rights and obligations under such Leases shall continue as though such foreclosure proceedings had not been brought or as though a deed or assignment in lieu of foreclosure had not been granted, and such new landlord shall recognize all of Tenant's rights under such Leases except as expressly provided otherwise in this Agreement. Tenant acknowledges and agrees that, from and after the date on which such new landlord becomes the owner of all or part of the Properties, for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered purposes of calculating the "Minimum Price" under the Leases with respect to such Properties, the date on which such new landlord becomes the owner shall be deemed to be the date of acquisition, the "equity" of such new landlord under clause (a) of the definition of "Minimum Price" shall be deemed to be the greater of (i) that portion of the aggregate Obligations under the Credit Agreement reasonably allocated to such Property by the Agent or superior lessor(ii) the purchase price paid for such Property at the foreclosure sale, such Property shall be deemed to be free of encumbrances as of such date and all further adjustments to the "Minimum Price" for such Property will be made from such initial "equity" amount.
Appears in 3 contracts
Samples: Secured Revolving Credit Agreement (Equity Inns Inc), Credit Agreement (Equity Inns Inc), Secured Revolving Credit Agreement (Equity Inns Inc)
Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (ii) enter into a new lease substantially in the form of this Master New Lease with such party, as landlord, pursuant to Section 40 hereof for the new owner or superior lessorremaining Term and otherwise on the same terms and conditions as this Lease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
Appears in 3 contracts
Samples: Master Lease Agreement (Emeritus Corp\wa\), Master Lease Agreement (Emeritus Corp\wa\), Master Lease Agreement (Capital Senior Living Corp)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the "Transferee") if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorTransferee shall accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord's interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender's prior written consent prior to the time of such amendment the Transferee succeeded to Landlord's interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord's interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 3 contracts
Samples: Loan Agreement (Glimcher Realty Trust), Loan Agreement (Glimcher Realty Trust), Loan Agreement (Glimcher Realty Trust)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of foreclosure or otherwise, the Lease shall not be terminated or affected thereby (at the option of the transferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such exercise)transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, or otherwise covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to the Transferee and the Transferee shall accept such attornment, whereupon, subject to the observance and performance by operation Tenant of lawall the terms, covenants and conditions of the Lease on the part of Tenant to be observed and performed, Transferee shall recognize the leasehold estate of Tenant under all of the terms, covenants and conditions of the Lease with the same force and effect as if Transferee were the lessor under the Lease; provided, however, that Transferee shall not be: (a) at obligated to complete any construction work required to be done by Landlord pursuant to the request and option provisions of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorto reimburse Tenant for any construction work done by Tenant, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 3 contracts
Samples: Loan Agreement (Brixmor Property Group Inc.), Senior Mezzanine Loan Agreement (Brixmor Property Group Inc.), Loan Agreement (Brixmor Property Group Inc.)
Attornment. If the interest of Landlord is transferred to any person (a “Successor Landlord’s interest in ”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation of law: (a) Tenant shall, upon demand and at the request election of Successor Landlord, attorn to the Successor Landlord. Upon attornment this Lease shall continue in full force and option effect as a direct lease between the Successor Landlord and Tenant, upon all of the new owner or superior lessorsame terms, conditions and covenants as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under stated in this Master Lease or enter into except that a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (ia) liable for any previous act or omission or negligence of Landlord under this Master Lease occurring prior to such saleLease, conveyance or termination; (iib) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under offset not expressly provided for in this Master Lease occurring prior and asserted with reasonable promptness, which therefore shall have accrued to such saleTenant against Landlord, conveyance or termination; (iiic) bound by any an previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment modification or prepayment shall have been approved in writing by such Facility Mortgagee (the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; this Lease or (ivd) liable for obligated to perform any security deposit repairs or other collateral deposited or delivered work beyond Landlord’s obligations under this Lease. Tenant agrees, upon request by and without cost to the Successor Landlord, to promptly execute and deliver to the Successor Landlord pursuant such instrument(s) as may be reasonably required by Successor Landlord to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 2 contracts
Samples: Lease Agreement (GrubHub Inc.), Office Lease (Cra International, Inc.)
Attornment. If a Lender or a ground lessor enforces its remedies provided by law or under the pertinent Security Instrument and succeeds to Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldPremises (a “Successor-in-Interest”), conveyed or terminated Tenant shall, upon the exercise request of any remedy provided for in any Facility Mortgage Documents (or in lieu Successor-in-Interest, automatically become the tenant of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially said Successor-in-Interest without change in the form terms or other provisions of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Lease. The Successor-in-Interest shall not be (i1) bound by any payment of Rent for more than thirty (30) days in advance; (ii) bound by any modification or amendment of this Lease to shorten the term or decrease the Base Rent or otherwise materially changes the terms of this Lease without the consent of the Lender or ground lessor; (iii) liable for any act or omission of Landlord under this Master Lease occurring prior or any previous landlord, except to the extent the same constitutes a continuing event of default after such sale, conveyance or terminationparty succeeds to Landlord’s interest; (iiiv) bound by any obligation of Landlord under the Lease that is not reasonably susceptible to performance by the Successor-in-Interest; (v) subject to any offset, abatement defense, recoupment or reduction of rent because of any default of counterclaim that Tenant may have as against Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment landlord (other than with respect to a breach of more than one monthLandlord’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment obligations under the terms of Lease that continues to exist after the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered Successor-in-Interest succeeds to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLandlord’s interest); or (ivvi) liable for any security deposit or other collateral deposited or delivered with the exception of prepaid rent that Tenant may have made with respect to Landlord pursuant or previous landlord that has not been transferred to this Master Lease unless the Successor-in-Interest (collectively, the “Lender Carve Outs”). Within ten business (10) days after Notice of a request by Successor-in-Interest, Tenant shall deliver an executed attornment agreement in a form required by such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor-in-Interest (including non-disturbance provisions), so long as the same do not materially change the rights and duties of the parties hereunder, except insofar as any of the Lender Carve Outs apply.
Appears in 2 contracts
Samples: Sublease Agreement, Sublease Agreement (Tableau Software Inc)
Attornment. If It is further agreed that (a) if any Mortgage shall be foreclosed, or if any Ground Lease be terminated, (i) the liability of the Mortgagee or purchaser at such foreclosure sale or the liability of a subsequent owner designated as Landlord under this Lease shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building or the land on which the Building is located, and such liability shall not continue or survive after further transfer of ownership; and (ii) upon request of the Mortgagee, if the Mortgage shall be foreclosed, Tenant will attorn, as Tenant under this Lease, to the purchaser at any foreclosure sale under any Mortgage or upon request of the Ground Lessor, if any Ground Lease shall be terminated, Tenant will attorn as Tenant under this Lease to the Ground Lessor, and Tenant will execute such instruments as may be necessary or appropriate to evidence such attornment; (b) this Lease may not be modified or amended so as to reduce the Rent or shorten the Term provided hereunder, or so as to adversely affect in any other respect to any material extent the rights of Landlord or its successor, nor shall this Lease be canceled or surrendered, without the prior written consent, in each instance, of the First Mortgagee; and (c) Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect Landlord’s interest in this Lease or reduce or limit the Leased Property obligations of Tenant hereunder in the event of the prosecution or completion of any such foreclosure proceeding. No Mortgagee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) purchaser at the request and option of the new owner or superior lessor, as the case may be, Tenant a foreclosure sale shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring which occurred prior to such salesale or conveyance, conveyance or termination; (ii) subject nor shall Tenant be entitled to any offset, abatement offset against or reduction of rent because deduction from Rent due after such date by reason of any default act or omission of Landlord under this Master Lease occurring prior to such saledate. Further, conveyance or termination; (iii) Tenant agrees that no Mortgagee shall be bound by any previous modification or amendment to this Master Lease or any previous the prepayment of more than one month’s rent, unless Rent made in excess of thirty (30) days before the date on which such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorpayment is due.
Appears in 2 contracts
Samples: Office Lease (Catabasis Pharmaceuticals Inc), Office Lease
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment, provided, however, that the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have seemed to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other that if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 2 contracts
Samples: Office Lease Agreement (Oxford Immunotec Global PLC), Office Lease Agreement (Oxford Immunotec Global PLC)
Attornment. If Landlord’s interest the interests of Landlord under this Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Interest, then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Party, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the Landlord originally named in this Master Lease Lease, or (y) enter into a new lease substantially in with such party, as Landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor Landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rentrent in advance of its due date, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Party through or by reason of which such Facility Mortgagee (successor Landlord shall have succeeded to the extent rights of Landlord under this Lease; or (iii) liable for any security (if any) deposited pursuant to this Lease unless such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent security has actually been delivered to such new owner successor Landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorTenant.
Appears in 2 contracts
Samples: Disturbance and Attornment Agreement (Toys R Us Property Co II, LLC), Master Lease Agreement (Toys R Us Property Co II, LLC)
Attornment. If Landlord’s interest the interests of Lessor under this ---------- Lease are transferred by reason of, or assigned in lieu of, foreclosure or other proceedings for enforcement of any such Superior Mortgage, or if any Superior Lease shall be terminated then Tenant shall, at the Leased Property option of such purchaser, assignee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorSuperior Lessor, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by the Superior Lessor or the Superior Mortgagee through or by reason of which such Facility Mortgagee (successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageethis Lease; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
Appears in 2 contracts
Samples: Master Lease Agreement (Ventas Inc), Master Lease Agreement (Vencor Healthcare Inc)
Attornment. If Lender or any other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or the acceptance of a deed or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such other purchaser being hereinafter referred as “Purchaser”), and the conditions set forth in Section 2 above have been met, the Lease shall not be terminated or affected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, covenants and conditions set forth in the Lease and in that event, Tenant agrees to attorn to Purchaser and Purchaser by virtue of such acquisition of the Property shall be deemed to have agreed to accept such attornment, provided, however, that Purchaser shall not be (a) liable for the failure of any prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under the Lease, unless continuing, which have accrued prior to the date on which Purchaser shall become the owner of the Property, (b) subject to any offsets, defenses, abatements or counterclaims which shall have accrued in favor of Tenant against any Prior Landlord prior to the date upon which Purchaser shall become the owner of the Property, (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (d) bound by any payment of rents, additional rents or other sums which Tenant may have paid more than one (1) month in advance to any Prior Landlord unless (i) such sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved of by Purchaser or (e) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the time Purchaser succeeded to Landlord’s interest. In the event that any liability of Purchaser does arise pursuant to this Agreement or the Lease, such liability shall be limited and restricted to Purchaser’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for and shall in any Facility Mortgage Documents (or in lieu of no event exceed such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorinterest.
Appears in 2 contracts
Samples: Settlement, Discontinuance and Release Agreement (Ambac Financial Group Inc), Lease (Ambac Financial Group Inc)
Attornment. If Tenant hereby agrees that Tenant will recognize as its landlord under this Lease and shall attorn to any person succeeding to the interest of Landlord in respect of the land and the buildings governed by this Lease upon any foreclosure of any Mortgage upon such land or buildings or upon the execution of any deed in lieu of foreclosure in respect to such Mortgage. Tenant shall pay all rental payments required to be made pursuant to the terms of this Lease for the duration of the term of this Lease. Tenant’s attornment shall be effective and self-operative without the execution of any further instrument immediately upon Mortgagee’s succeeding Landlord’s interest in the Leased Property or any portion this Lease and giving written notice thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beto Tenant. If requested, Tenant shall attorn to execute and recognize the new owner deliver an instrument or superior lessor instruments confirming its attornment as Tenant’s “landlord” under this Master Lease provided for herein; provided, however, that no such Mortgagee or enter into a new lease substantially successor- in-interest shall be bound by any payment of Base Rent for more than one (1) month in the form advance, or any amendment or modification of this Master Lease with made without the new owner or superior lessor, and Tenant shall take express written consent of such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Mortgagee where such consent is required under applicable loan documents. Mortgagee shall not be (i) liable for for, nor subject to, any offsets or defenses which Tenant may have by reason of any act or omission of Landlord under this Master Lease occurring prior to such saleLease, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because nor for the return of any default sums which Tenant may have paid to Landlord under this Lease as and for security deposits, advance rentals or otherwise, except to the extent that such sums are actually delivered by Landlord to Mortgagee. If Mortgagee, by succeeding to the interest of Landlord under this Master Lease occurring prior Lease, should become obligated to perform the covenants of Landlord hereunder, then, upon, any further transfer of Landlord’s interest by Mortgagee, all such sale, conveyance or termination; (iii) bound by any previous modification or amendment obligations shall terminate as to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 2 contracts
Samples: Single Tenant Industrial Triple Net Lease (Velo3D, Inc.), Pfsweb Inc
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment, provided, however, that the provisions of the Mortgage and the Loan Agreement shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, [(i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest — INSERT THIS PROVISION ONLY IF THE CONSENT OF LENDER IS REQUIRED UNDER THE LOAN DOCUMENTS] or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 2 contracts
Samples: Loan Agreement (Behringer Harvard Reit I Inc), Loan Agreement (Behringer Harvard Reit I Inc)
Attornment. If Landlord’s interest in Lender and Tenant agree that, subject to Section 2 above, upon the Leased conveyance of the Property to Lender or any portion thereof other transferee (the "Transferee") by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: (a) at affected thereby but shall continue in full force and effect as a direct lease between the request Transferee and option Tenant upon all of the new owner or superior lessorterms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner Transferee shall accept such attornment; provided, however, that the provisions of the Security Instrument shall govern with respect to the disposition of any casualty insurance proceeds or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in condemnation awards and the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant other than with respect to the Tenant Improvement Allowance (as defined in the Lease), to the extent that such allowance, or portion thereof, remains unpaid after the date upon which the Transferee became the owner of the Property, which Tenant agrees that it shall receive all portions of monies in connection with any such allowance as a credit against the Basic Rental (as defined in the Lease) and the Lender shall not be required to pay any monies out-of-pocket to the Tenant, (b) liable (i) liable for Landlord's failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord, whether prior to or after such foreclosure or sale (Provided, however, the foregoing Sections 3(b)(i) and 3(b)(ii) shall not limit (except for matters subject to Sections 3(a) and Sections 3(d) herein) either Tenant’s rights to claims against Lender because of events occurring after the date of attornment, or Lender’s obligations to correct any conditions that existed as of the date of attornment and that violate Lender’s obligations as Landlord under this Master the Lease), (c) required to make any repairs to the Property or to the premises demised under the Lease occurring prior required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such salerepairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, conveyance (d) required to make any capital improvements to the Property or termination; to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (iie) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, except for the abatement of Basic Rental (as defined in the Lease) provided for in Sections 1(g), 8.5, 11.1 and 43 of the Lease, if any, and Tenant’s right to apply unused portions of the Tenant Improvement Allowance (as defined in the Lease) as a credit against payments of Basic Rental (as defined in the Lease), in both instances only as applicable to periods following the date upon which the Transferee shall become owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent time the Transferee succeeded to Landlord's interest, except for any portion of the Tenant Improvement Allowance (as defined in the Lease), if any, which remains unpaid but is owed to Tenant as of the date upon which the Transferee shall become owner of the Property, which Tenant agrees that it shall receive all portions of monies in connection with such approval was allowance as a credit against the Basic Rental (as defined in the Lease) and the Lender shall not be required at to pay any monies out-of-pocket to the time of such amendment Tenant, (i) bound by any agreement materially amending or modification or prepayment under modifying the economic terms of the applicable Facility Mortgage Documents) or, Lease or terminating the Lease (except a termination as specifically set forth in the case of such prepaymentLease) made without the Lender's prior written consent prior to the time the Transferee succeeded to Landlord's interest, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice (j) bound by any assignment of the Facility Mortgage and the identity and address Lease or sublease of the Facility Mortgagee; Property, or (iv) liable for any security deposit or portion thereof, made prior to the time the Transferee succeeded to Landlord's interest other collateral deposited or delivered to Landlord than if permitted pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthe provisions of the Lease.
Appears in 2 contracts
Samples: Travelers Tower Ii (Covisint Corp), Travelers Tower Ii (Covisint Corp)
Attornment. If Landlord’s interest In the event any proceedings are brought for foreclosure, or in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon event of the exercise of the power of sale under any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise made by operation of law: (a) at the request and option of Landlord covering the new owner or superior lessor, as the case may bePremises, Tenant shall attorn to the purchaser at any such foreclosure, or to the grantee of a deed in lieu of foreclosure, and recognize such purchaser or grantee as the new owner or superior lessor as Tenant’s “landlord” landlord under this Master Lease or enter Lease. Tenant hereby agrees that, provided Landlord and any such Landlord’s Mortgagee had both previously executed and delivered written notice to Tenant that Landlord and such Landlord’s Mortgagee have entered into a new lease substantially in Mortgage relating to the form of this Master Lease with the new owner Project, then such Mortgagee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor its successor shall not be (ia) bound by any payment of Base Rent or Additional Rent for more than one (1) month in advance, except to the extent such advance payment is expressly required under this Lease or has actually been transferred to such mortgagee or its successor, (b) except for those matters under which Tenant has an express right provided to Tenant under this Lease, bound by any amendment or modification of this Lease made without the consent of Landlord’s mortgagee or its successor, (c) liable for any breach, act or omission of Landlord any prior landlord unless prior to the date of transfer of Landlord’s interest in this Lease to such mortgagee or successor, (i) Tenant shall have delivered notice to Landlord’s Mortgagee of such default and the time to cure such default has passed, or (ii) such default is of a continuing nature (such as repair and maintenance obligations) and continues after the date of the transfer of the landlord’s interest under this Master Lease occurring prior to such saleLease, conveyance or termination; (iid) subject to any offset, abatement claim of offset or reduction of rent because of defenses that Tenant may have against any default of Landlord under this Master Lease occurring prior landlord (except with respect to such sale, conveyance payment or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms nonpayment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAllowance).
Appears in 2 contracts
Samples: Office Lease, Office Lease (Redfin CORP)
Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person or in lieu of such exercise), or otherwise by operation of law: (a) at party succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant’s obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any preceding Landlord. Neither Landlord’s Mortgagee nor its successor in interest shall be bound by any amendment of this Lease entered into after Tenant has been given written notice of the name and address of Landlord’s Mortgagee and without the written consent of Landlord’s Mortgagee or such successor in interest, not to be unreasonably withheld or delayed. Any transferee or successor-in-interest shall not be liable for any acts, omissions or defaults of Landlord that occurred before the sale or conveyance, or the return of any security deposit except for deposits actually paid to the successor or transferee. Tenant agrees to give written notice of any default by Landlord to the holder of any Mortgage. Tenant further agrees that, before it exercises any rights or remedies under the Lease, other than Rent abatement as expressly provided herein, the holder of any Mortgage or other successor-in-interest shall have the right, but not the obligation, to cure the default within the same time, if any, given to Landlord to cure the default, plus an additional thirty (30) days. The subordination, attornment and mortgagee protection clauses of this Section 16 shall be self-operative and no further instruments of subordination, attornment or mortgagee protection need be required by any Landlord’s Mortgagee or successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments substantially in the form of Exhibit H hereto to confirm the same. Tenant shall from time to time, if so requested by Landlord and if doing so will not materially and adversely affect Tenant’s economic interests under this Master Lease, join with Landlord in amending this Lease occurring prior so as to such sale, conveyance meet the needs or termination; (iii) bound requirements of any lender that is considering making or that has made a loan secured by any previous modification or amendment to this Master Lease all or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms portion of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorComplex.
Appears in 2 contracts
Samples: Lease Agreement (Skullcandy, Inc.), Lease Agreement (Alliance Data Systems Corp)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageelessor; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 2 contracts
Samples: Master Lease (SHG Services, Inc.), Master Lease (Sabra Health Care REIT, Inc.)
Attornment. If Landlord’s interest in the Leased Property Lender or any portion thereof other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such exerciseother purchaser being hereinafter referred as "Purchaser"), or otherwise by operation of law: (a) and the conditions set forth in Section 2 above have been met at the request and option time Purchaser becomes owner of the new owner Property, the Lease shall not be terminated or superior lessoraffected thereby but shall continue in full force and effect as a direct Lease between Purchaser and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to Purchaser and recognize Purchaser by virtue of such acquisition of the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorProperty shall be deemed to have agreed to accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that Purchaser shall not be (ia) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord and any successor landlord, being hereinafter referred to as a "Prior Landlord") to perform any of Landlord its obligations under this Master the Lease occurring prior except that Lender shall be liable for such failure only from and after the date on which Lender so succeeds to the interest of such salePrior Landlord, conveyance or termination; provided that the foregoing shall not limit Purchaser's obligations under the Lease to correct any conditions that (i) existed as of the date Purchaser shall become the owner of the Property and (ii) violate Purchaser's obligations as landlord under the Lease; provided further however, that Purchaser shall have received written notice of such omissions, conditions or violations and has had a reasonable opportunity to cure the same, all pursuant to the terms and conditions of the Lease, (b) subject to any offsetoffsets, abatement defenses, abatements or reduction counterclaims which shall have accrued in favor of rent because of Tenant against any default of Prior Landlord under this Master Lease occurring prior to the date upon which Purchaser shall become the owner of the Property except for offsets expressly provided for in the Lease arising from Landlord defaults under the Lease with respect to which Tenant has notified Purchaser (such salenotice to set forth a quantification of the potential offset amount to the extent possible), conveyance (c) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, or termination; (iiid) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any Prior Landlord unless (i) such modification, amendment sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee (to Purchaser. In the extent such approval was required at the time event that any liability of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Purchaser does arise pursuant to this Master Lease unless Agreement, such security deposit or other collateral has actually been delivered liability shall be limited and restricted to Purchaser's interest in the Property and shall in no event exceed such new owner or superior lessorinterest.
Appears in 2 contracts
Samples: Loan Agreement (RFS Hotel Investors Inc), Loan Agreement (RFS Hotel Investors Inc)
Attornment. If Landlord’s interest Each Lease Modification and New Lease entered into from and after the date hereof (unless a Non-Disturbance Agreement is entered into by Lender and such Tenant with respect to such Lease) shall provide that in the Leased Property event of Lender's (or any portion thereof other Person's who succeeds to the interest of Lender as a result of such enforcement) obtaining ownership or interest therein is sold, conveyed or terminated upon possession of the Property through the exercise of Lender's remedies hereunder or any remedy provided for in any Facility Mortgage Documents (or transfer in lieu thereof, the Tenant under such Lease shall, at the option of Lender or of such exercise)Person, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to Lender or to such Person and shall recognize the new owner Lender or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially such successor in the form of this Master interest as lessor under such Lease with without change in the new owner provisions thereof; provided, however, Lender or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be liable for or bound by (i) liable for any payment of an installment of rent or additional rent made more than thirty (30) days before the due date of such installment (unless otherwise consented to by Lender in its sole discretion or as otherwise permitted hereby), (ii) any act or omission of Landlord or default by Borrower under this Master any such Lease occurring prior to (but the Lender, or such salesuccessor, conveyance or termination; (ii) shall be subject to any offset, abatement or reduction the continuing obligations of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (the landlord to the extent such approval was required at act, omission or default continues after such succession to the time extent of Lender's, or such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) orsuccessor's, interest in the case of such prepaymentProperty), such prepayment of rent has actually been delivered to such new owner (iii) any credits, claims, setoffs or superior lessor or in either casedefenses which any Tenant may have against Borrower, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered obligation under such Lease to Landlord maintain a fitness facility at the Property, (v) any obligation on Borrower's part, pursuant to this Master Lease unless such security deposit Lease, to perform any tenant improvement work or other collateral has actually been delivered (vi) any obligation on Borrower's part, pursuant to such new owner Lease, to pay any sum of money to any Tenant. Each such New Lease shall also provide that, upon the reasonable request by Lender or superior lessorsuch successor in interest, the Tenant shall execute and deliver an instrument or instruments confirming such attornment. Notwithstanding the foregoing, any Lease Modification, in lieu of providing the foregoing, may contain a confirmation by the Tenant that any Non-Disturbance Agreement previously entered into by Lender and such Tenant with respect to the Lease being so modified shall remain in full force and effect.
Appears in 2 contracts
Samples: Loan and Security Agreement (Reckson Associates Realty Corp), Loan and Security Agreement (Reckson Operating Partnership Lp)
Attornment. If Landlord’s interest in the Leased Property any Fee Mortgagee, or any portion thereof of its successors or interest therein is soldassigns, conveyed or terminated upon the exercise any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any remedy provided for in any Facility Mortgage Documents (such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, such Fee Mortgagee or in lieu other person shall accept this Lease and recognize Tenant as the holder of such exercise), or otherwise by operation of law: (a) at the request and option all of the new owner or superior lessorrights of Tenant hereunder, as the case may be, and Tenant shall attorn to and recognize the new owner or superior lessor such successor as Tenant’s “landlord” 's landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLease, and such successor and Tenant shall take promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such actions acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission rights of Landlord under this Master Lease occurring pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Tenancy Agreements which were in effect immediately prior to such saleforeclosure or other proceedings pursuant to their terms, conveyance or termination; (ii) including any covenant of quiet enjoyment contained in such Tenancy Agreements, so long as the particular Resident is not in default beyond any applicable cure period set forth in its Tenancy Agreements. Upon such attornment, this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to any offsetall of the then executory terms, abatement or reduction covenants and conditions of rent because this Lease. The provisions of this Section 7.01(b) shall be self-operative and no instrument of any default such attornment shall be required or needed by the holders of Landlord under this Master Lease occurring prior to any such saleFee Mortgage. In confirmation of any such attornment, conveyance Tenant shall, at Landlord's request or termination; (iii) bound at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Fee Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 2 contracts
Samples: Deed of Ground Lease, Deed of Ground Lease
Attornment. If LandlordIn the event of termination, re-entry or dispossession of Sub-Sublandlord by Prime Sublandlord under the Prime Sublease, Prime Sublandlord may, at its option, take over all of the right, title and interest of Sub-Sublandlord under this Sub-Sublease, and Sub-Subtenant shall, at Prime Sublandlord’s interest in option, attorn to Prime Sublandlord pursuant to the Leased Property then executory provisions of this Sub-Sublease, except that Prime Sublandlord shall not (i) be liable for any previous act, omission or negligence of Sub-Sublandlord under this Sub-Sublease, which heretofore has accrued to Sub-Subtenant against Sub-Sublandlord, (ii) be subject to any portion thereof counterclaim, defense or interest therein is sold, conveyed or terminated upon the exercise of any remedy offset not expressly provided for in any Facility Mortgage Documents (or in lieu of such exercise)this Sub-Sublease which theretofore accrued to Sub-Subtenant against Sub-Sublandlord, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) be bound by any previous modification of this Sub-Sublease not consented to by Prime Sublandlord or amendment to this Master Lease or by any previous prepayment of more than one month’s rentFixed Rent and Additional Rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable be bound to perform any work which Sub-Sublandlord is obligated to perform hereunder, or to pay Sub-Subtenant or any other person or entity for the same. Sub-Subtenant hereby waives all rights under any security deposit present or other collateral deposited future laws or delivered otherwise to Landlord elect, by reason of the termination of the Prime Sublease, to terminate this Sub-Sublease or surrender possession of the Sub-Sublet Premises demised hereby. Nothing in this Article 12 shall be deemed to affect any liability that Sub-Sublandlord may have to Sub-Subtenant pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSub-Sublease.
Appears in 2 contracts
Samples: Sub Sublease Agreement, Sub Sublease Agreement (Arch Capital Group LTD)
Attornment. If Landlord’s any proceedings are brought for the foreclosure of, or in the event of the conveyance by deed in lieu of foreclosure of, or in the event of exercise of the power of sale under, any mortgage made by Landlord covering the Premises, or if Landlord sells, conveys or otherwise transfers its interest in the Leased Property or any an portion thereof or interest therein is soldcontaining the Premises, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of the event the lessor under any ground or superior lease shall succeed to Landlord’s interests under this Lease, this Lease shall remain in full force and effect and Tenant hereby attorns to, and covenants and agrees to execute an instrument in writing reasonably satisfactory to the new owner whereby Tenant attorns to such exercise)successor in interest and recognizes such successor as the Landlord under this Lease. Upon such attornment, this Lease shall continue in full force and effect as, or otherwise by operation as if it were, a direct lease between the successor landlord and Tenant upon all of lawterms and conditions and covenants as are set forth in this Lease, except that the successor landlord shall not: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any previous act or omission omissions of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offsetoffset not provided for in this Lease, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior which shall have theretofore accrued to such sale, conveyance or terminationTenant against Landlord; and (iiic) be bound by any previous modification of this Lease not provided for in this Lease, or amendment to this Master Lease or by any previous prepayment of more than one month’s rentBase Rent, unless such modification, amendment modification or prepayment shall have been approved in writing by the lessor of such Facility Mortgagee (superior lease or the holder of such mortgage through or by reason of which the successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 2 contracts
Samples: Agreement of Lease (Wayfair Inc.), Agreement of Lease (Wayfair LLC)
Attornment. If the Lease or Sublandlord’s right to possession thereunder terminates for any reason prior to expiration of the Sublease, Subtenant agrees, at the written election of Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated to attorn to Landlord upon the exercise then executory terms and conditions of the Sublease for the remainder of the term of the Sublease. In the event of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)election by Landlord, or otherwise by operation of law: Landlord will not be (a) at the request and option of the new owner liable for any rent paid by Subtenant to Sublandlord more than one month in advance, or superior lessorany security deposit paid by Subtenant to Sublandlord, as the case may be, Tenant shall attorn unless same has been transferred to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLandlord by Sublandlord; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord Sublandlord under this Master Lease occurring the Lease, Sublease or any other agreement between Sublandlord and Subtenant or for any default of Sublandlord under any such documents which occurred prior to such sale, conveyance or terminationthe effective date of the attornment; (iic) subject to any offset, abatement defenses or reduction of rent because of any default of Landlord under this Master Lease occurring offsets that Subtenant may have against Sublandlord which arose prior to such sale, conveyance or terminationthe effective date of the attornment; (iiid) bound by any previous modification changes or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (modifications made to the extent such approval was required at Sublease without the time written consent of such amendment Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or modification condition of any furniture, equipment or prepayment under other personal property in the terms Sublet Premises which Sublandlord agreed would be transferred to Subtenant or which Sublandlord agreed could be used by the Subtenant during the term of the applicable Facility Mortgage Documents) orSublease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivf) liable for the payment of any security deposit improvement allowance, or any other collateral deposited payment, credit, offset or delivered amount due from Sublandlord to Subtenant under the Sublease. If Landlord does not elect to have Subtenant attorn to Landlord pursuant as described above, the Sublease and all rights of Subtenant in the Sublet Premises shall terminate upon the date of termination of the Lease or Sublandlord’s right to possession thereunder. The terms of this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSection 9 supercede any contrary provisions in the Sublease.
Appears in 2 contracts
Samples: Disturbance and Attornment Agreement (Concentric Medical Inc), Consent Agreement (Primal Solutions Inc)
Attornment. If Except as hereinafter provided in this Section 20.2, Tenant shall and hereby agrees to attorn, and be bound under all of the terms, provisions, covenants and conditions of this Agreement, to any Successor Landlord under this Agreement for the balance of the Term of this Agreement remaining at the time of the succession of such interest to such Successor Landlord’s interest . In particular, in the Leased Property or event that any portion thereof or interest therein is sold, conveyed or terminated upon proceedings are brought for the exercise foreclosure of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beHotel Mortgage, Tenant shall attorn to the purchaser at any such foreclosure sale and recognize the new owner or superior lessor such purchaser as Tenant’s “landlord” a Successor Landlord under this Master Lease or enter into Agreement. Tenant agrees that neither the purchaser at any such foreclosure sale nor the foreclosing Mortgagee (other than a new lease substantially in the form Mortgagee that is an Affiliate of this Master Lease with the new owner or superior lessor, and Tenant Landlord) shall take such actions to confirm the foregoing within ten (10a) days after request; and (b) the new owner or superior lessor shall not be (i) liable have any liability for any act or omission of Landlord under this Master Lease occurring or arising prior to the earlier of the date of the foreclosure sale or the date such saleMortgagee takes possession of the Leased Property, conveyance (b) be responsible for any monies owing by or termination; on deposit with any prior Landlord to the credit of Tenant (iiexcept to the extent actually paid or delivered to the Successor Landlord), (c) be subject to any offsetcounterclaim, abatement offsets or reduction of rent because of any default of defenses which Tenant may have as a claim against Landlord under this Master Lease occurring or arising prior to such salethe earlier of the date of the foreclosure sale or the date Mortgagee takes possession of the Leased Property, conveyance or termination; (iiid) be bound by any previous modification or amendment advance rents which may have been paid by Tenant to this Master Lease or any previous prepayment of Landlord for more than one month’s rentthe current period in which such rents come due; provided, unless such modificationhowever, amendment or prepayment that notwithstanding the provisions of Section 14.3 hereof, the Landlord shall have been approved be personally liable and responsible to Tenant for the matters set forth in writing by such Facility Mortgagee (a) through (d) above to the extent such approval was required purchaser at any foreclosure sale or the time foreclosing Mortgagee is not liable or responsible for, bound by, or subject to any such matters as provided in this sentence. The Tenant's obligation and agreement to attorn to a Successor Landlord as provided herein shall exist so long as such Successor Landlord (w) recognizes Tenant's rights under this Agreement, (x) is not a Person which is an Affiliated Person of such amendment Tenant, (y) is not a Person or modification an Affiliated Person of a Person which owns or prepayment under has an equity interest in a hotel brand, trade name, system or chain which is comprised of at least twenty (20) hotels and (z) shall have sufficient financial resources to fulfill Landlord's obligations hereunder. Provided, however, a Person that owns and has an equity interest in a hotel brand, trade name, system or chain merely as a franchisee or a mere passive investor that has no control or influence over the terms business of the applicable Facility Mortgage Documents) or, in the case of such prepaymentbrand at issue, such prepayment as a mere limited partner in a partnership, a mere shareholder in a corporation or a mere payee of rent has actually been delivered royalties based on a prior sale transaction, may be a Successor Landlord. In the event Tenant is not required to attorn to a Successor Landlord as provided herein, Tenant may terminate this Agreement and pursue damages against such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorSuccessor Landlord.
Appears in 2 contracts
Samples: Lease Agreement (CNL Hospitality Properties Inc), Lease Agreement (CNL Hospitality Properties Inc)
Attornment. If Landlord’s In the event of the enforcement by the holder of any Mortgage, Tenant will, upon request of any person or party succeeding to the interest of said holder, as a result of such enforcement, automatically become the Tenant of such successor in interest without change in the Leased Property terms or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form provisions of this Master Lease with the new owner or superior lessorLease; provided, and Tenant shall take however, that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor in interest shall not be (ia) bound by any prepayment by Tenant to Landlord of Base Rent or additional rent or advance rent for a period of more than one month in advance, and all such rent shall remain due and owing notwithstanding such advance payment, (b) bound by any security deposit which Tenant may have paid to any prior Landlord, including Landlord, unless such deposit is available to the party who was the holder of such Mortgage at the time of such enforcement; (c) liable for any act or omission of Landlord under this Master Lease occurring any prior to such saleLandlord, conveyance including Landlord, or termination; (ii) be subject to any offsetoffsets, abatement defenses or reduction termination rights of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationTenant; (iiid) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved modification of this Lease made without the written consent of such holder; or (e) personally liable for monetary damages arising from a breach under the Lease after such enforcement, the sole recourse of Tenant against such successor in writing by interest on account of such Facility Mortgagee (breach being limited, to the extent of any judgment obtained for monetary damages, to such approval was required at successor in interest’s interest in the time of Property. Upon request by such amendment successor in interest, Tenant shall execute and deliver an instrument or modification or prepayment under instruments confirming the terms of attornment herein provided for in a form reasonably acceptable to such successor in interest. Notwithstanding anything contained in this Lease to the applicable Facility Mortgage Documents) orcontrary, in the case event of any default by Landlord in performing its covenants or obligations hereunder which would give Tenant the right to terminate this Lease, Tenant shall not exercise such right unless and until (i) Tenant gives written notice of such prepaymentdefault, which notice shall specify the exact nature of said default and how the same may be cured, to any holder(s) of any such prepayment Mortgage who has theretofore notified Tenant in writing of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage its interest and the identity address to which notices are to be sent, and address (ii) said holder(s) fail to undertake action to cure said default within forty-five (45) days from the giving of such notice by Tenant. The provisions of this Section 20 shall govern the Facility Mortgagee; or (iv) liable for manner and effective date of any security deposit or other collateral deposited or delivered notice to Landlord pursuant be given by Tenant to this Master Lease unless any such security deposit or other collateral has actually been delivered to such new owner or superior lessorparties.
Appears in 2 contracts
Samples: Lease (Roberts Realty Investors Inc), Roberts Realty Investors Inc
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.. ACTIVE/119768607.18
Appears in 1 contract
Attornment. If Landlord’s interest in Tenant, for itself and its subtenants, agrees that (i) upon delivery to Landlord of the Leased Property written election of the beneficiary or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise beneficiaries of any remedy provided for in any Facility Mortgage Documents (mortgage or in lieu deed of trust encumbrance affecting the Premises which is superior to this Lease, that such exercise)encumbrance shall be deemed subordinate to this Lease, or otherwise by operation of law: (a) at this Lease shall, without the request and option necessity of any further consideration or action whatsoever, be deemed superior to such encumbrance, whether this Lease was executed before or after the new owner or superior lessorexecution of such encumbrance, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner beneficiary or superior lessor beneficiaries of such encumbrance shall not be have the same rights with respect to this Lease as if this Lease had been executed and delivered prior to execution and delivery of such encumbrance and had thereafter been assigned to such beneficiary or beneficiaries and (ib) liable for if, by reason of Landlord's default under any act encumbrance now or omission hereinafter affecting the Premises in any way, any or all of Landlord's right, title or interest in and to the Premises is terminated, Tenant (a) shall waive all rights at law or in equity now or hereafter in effect to terminate this Lease and surrender possession of the Premises, (b) shall attorn to the transferee, whether by foreclosure, judicial or trustees' sale, deed in lieu of foreclosure or otherwise, of any or all of Landlord's right, title or interest in or to the Premises, (c) shall recognize such transferee and its transferees as a Landlord under this Master Lease occurring prior Lease, and (d) shall execute and deliver to Landlord and to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepaymenttransferee and its transferees within 10 days after Landlord, such prepayment of rent has actually been delivered transferee or its transferees, provides Tenant with written notice to such new owner or superior lessor or in either casedo so, such modificationdocuments and take such further action as Landlord, amendment such transferee and its transferees may deem necessary or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; advisable to effect or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless maintain such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 1 contract
Samples: Lease (Universal Electronics Inc)
Attornment. If either (a) Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Fee Mortgage Documents (or in lieu of such exercise) or (b) equity interests in Landlord are sold or conveyed upon the exercise of any remedy provided for in any Fee Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) , then, at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under under, and on the terms and conditions set forth, in this Master Lease Lease. 31.3Compliance with Fee Mortgage Documents. a.Tenant acknowledges that any Fee Mortgage Documents executed by Landlord or enter into any Affiliate of Landlord may impose certain obligations on the “borrower” or other counterparty thereunder to comply with, or cause the operator and/or lessee of the Leased Property to comply with, certain reasonable covenants contained therein, including, without limitation, covenants relating to (i) the alteration, maintenance, repair and restoration of the Leased Property; (ii) maintenance and submission of financial records and accounts of the operation of the Leased Property and financial and other information regarding the operator and/or lessee of the Leased Property and the Leased Property itself and other portions of the Facility; (iii) the procurement of insurance policies with respect to the Leased Property; (iv) removal of liens and encumbrances; (v) subleasing, management and related activities; and (vi) without limiting the foregoing, compliance with all applicable Legal Requirements (including Gaming Regulations) relating to the Leased Property and the operation of the business thereon or therein. From and after the date any Fee Mortgage encumbers the Leased Property (or any portion thereof or interest therein), and Landlord has provided Tenant with true and complete copies thereof and, if Landlord elects, of any applicable Fee Mortgage Documents (for informational purposes only, but not for Tenant’s approval), accompanied by a new lease substantially written request for Tenant to comply with the Additional Fee Mortgagee Requirements (hereinafter defined) (which request shall expressly reference this Section 31.3 and expressly identify the Fee Mortgage Documents and sections thereof containing the Additional Fee Mortgagee Requirements), and continuing until the first to occur of (1) such Fee Mortgage Documents ceasing to remain in full force and effect by reason of satisfaction in full of the indebtedness thereunder or foreclosure or similar exercise of remedies or otherwise), (2) the Expiration Date, (3) such time as Tenant’s compliance with the Additional Fee Mortgagee Requirements would constitute or give rise to a breach or violation of (x) this Lease, and not otherwise waived by Landlord, (y) Legal Requirements (including Gaming Regulations and Liquor Laws), or (z) any Permitted Leasehold Mortgage (not waived by the applicable Permitted Leasehold Mortgagee), provided, however, with respect to this clause (z), Tenant shall not be relieved of its obligation to comply with (A) the terms of the Additional Fee Mortgagee Requirements in effect as of the Commencement Date (whether embodied in the form Existing Fee Mortgage or related Fee Mortgage Documents or in any future Fee Mortgage or related Fee Mortgage Documents containing the applicable corresponding terms), nor (B) any Additional Fee Mortgagee Requirements (other than any Additional Fee Mortgagee Requirements covered under the preceding clause (A)) in effect as of this Master Lease the time when the Permitted Leasehold Mortgage was obtained, and (4) Tenant receives written direction from Landlord, any Fee Mortgagee or any governmental authority requesting or instructing Tenant to cease complying with the new owner Additional Fee Mortgagee Requirements, (provided, prior to ceasing compliance with any Additional Fee Mortgagee Requirements under the preceding clauses (3) and (4), Tenant shall first provide Landlord with prior written notice together with, (x) if acting pursuant to clause (3), reasonably detailed materials evidencing that such compliance constitutes such a breach, and (y) if acting pursuant to clause (4), a copy of the applicable communication(s) from such Fee Mortgagee or superior lessorgovernmental authority, as applicable, and Tenant shall take in such actions event only cease compliance with the specific Additional Fee Mortgage Requirements in question under clause (3) or that are covered by the written direction under clause (4), as applicable) (such time period, the “Additional Fee Mortgagee Requirements Period”), Tenant covenants and agrees, at its sole cost and expense and for the express benefit of Landlord (and not, for the avoidance of doubt, any Fee Mortgagee, which shall not be construed to confirm be a third-party beneficiary of this Lease, provided, however, this parenthetical provision is not intended to vitiate Tenant’s obligation to perform any or all of the Additional Fee Mortgagee Requirements directly for the benefit of any Fee Mortgagee as and to the extent agreed to by Tenant in an agreement entered into directly between Tenant and such Fee Mortgagee), to operate the Leased Property (or cause the Leased Property to be operated) in compliance with the Additional Fee Mortgagee Requirements of which it has received written notice. For the avoidance of doubt, notwithstanding anything to the contrary herein, Tenant shall not be required to comply with and shall not have any other obligations with respect to any terms or conditions of, or amendments or modifications to, any Fee Mortgage or other Fee Mortgage Documents that do not constitute Additional Fee Mortgagee Requirements; provided, however, that the foregoing within ten shall not be deemed to release Tenant from its obligations under this Lease that do not derive from the Fee Mortgage Documents, whether or not such obligations are duplicative of those set forth in the Fee Mortgage Documents. x.Xx used herein, “Additional Fee Mortgagee Requirements” means those customary requirements as to the operation of the Leased Property and the business thereon or therein which the Fee Mortgage Documents impose (10x) days after requestdirectly upon, or require Landlord (or Landlord’s Affiliate borrower thereunder) to impose upon, the tenant(s) and/or operator(s) of the Leased Property or (y) directly upon Landlord, but which, by reason of the nature of the obligation(s) imposed and the nature of Tenant’s occupancy and operation of the Leased Property and the business conducted thereupon, are not reasonably susceptible of being performed by Landlord and are reasonably susceptible of being performed by Tenant (excluding, for the avoidance of doubt, payment of any indebtedness or other obligations evidenced or secured thereby) and, except with respect to the Existing Fee Mortgage Appropriate notice etc. to be addressed prior to closing and entry into this Lease.(of which Tenant is deemed to have received written notice) of which Tenant has received written notice; provided, however, that, notwithstanding the foregoing, Additional Fee Mortgagee Requirements shall not include or impose on Tenant (and Tenant will not be subject to) obligations which (a) are not customary for Landlord financings of the type contemplated under the applicable Fee Mortgage Documents, (b) the new owner or superior lessor increase Tenant’s monetary obligations under this Lease to more than a de minimis extent (it being agreed that making Rent payments otherwise payable to Landlord into a “lockbox” account designated by a Fee Mortgagee shall not be deemed to increase Tenant’s monetary obligations under the Lease), (ic) liable for any act or omission of Landlord increase Tenant’s non-monetary obligations under this Master Lease occurring prior in any material respect, or (d) diminish Tenant’s rights under this Lease in any material respect (it being agreed that none of the provisions, terms and conditions of the Existing Fee Mortgage Documents violate any of the preceding clauses (a) through (d)). c.Any proposed implementation of any additional financial covenants (i.e., a requirement that Tenant must meet certain specified performance tests of a financial nature, e.g., meeting a threshold EBITDAR, Net Revenue, financial ratio or similar test) that are imposed on Tenant shall not constitute Additional Fee Mortgagee Requirements (it being understood that Landlord may agree to such salefinancial covenants being imposed in any Fee Mortgage Documents so long as such financial covenants will not impose additional obligations on Tenant to comply therewith). For the avoidance of doubt, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Additional Fee Mortgagee Requirements may include (to the extent consistent with the foregoing definition of Additional Fee Mortgagee Requirements) requirements of Tenant to: (ix)make Rent payments into “lockbox accounts” maintained for the benefit of Fee Mortgagee; and/or (x)subject to this Section 31.3, perform other actions consistent with the obligations described in the first sentence of this Section 31.3 x.Xx the event Tenant breaches its obligations to comply with Additional Fee Mortgagee Requirements as described herein (without regard to any notice or cure period under the Fee Mortgage Documents and without regard to whether a default or event of default has occurred as a result thereof under the Fee Mortgage Documents), Landlord shall have the right, following the failure of Tenant to cure such approval was required at the time breach within twenty (20) days from receipt of written notice to Tenant from Landlord of such amendment or modification or prepayment under breach (except to the extent the breach is of a nature such that it is not practicable for Landlord to provide such prior written notice, in which event Landlord shall provide written notice as soon as practicable), to cure such breach, in which event Tenant shall reimburse Landlord for Landlord’s reasonable costs and expenses incurred in connection with curing such breach. x.Xx the extent of any conflict between the terms and provisions of any agreement to which Landlord, Tenant and Fee Mortgagee are parties and the applicable Facility Mortgage Documents) orterms and provisions of this Section 31.3, in the case terms and provisions of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or agreement shall govern and control in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant accordance with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.its terms. ARTCILE XXXII ENVIRONMENTAL COMPLIANCE 32.1
Appears in 1 contract
Samples: Purchase and Sale Agreement
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days Business Days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous material modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such material modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred 104 before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 1 contract
Samples: Master Lease (VICI Properties L.P.)
Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a "Transferee") by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the "Foreclosing Lender") was afforded any notice and cure rights to which it was entitled under Section 21.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee; or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as a termination by Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 1 contract
Samples: Office Lease Agreement (Xanodyne Pharmaceuticals Inc)
Attornment. If Landlord’s interest Mortgagee hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the leases as disclosed in the Leased Property or Credit Agreement set forth on and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Mortgagor after the date hereof which are permitted as Permitted Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Mortgagee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Mortgagee succeeds to the interest of Mortgagor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Mortgagee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility this Mortgage Documents (or in lieu shall be made subject to such Lease and the rights of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility tenant expressly set forth thereunder. If Mortgagee (succeeds to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.interests of
Appears in 1 contract
Samples: Sterling Chemical Inc
Attornment. If the Original Sublease or Atara’s right to possession thereunder terminates for any reason prior to expiration of the Atara Sublease, lntrexon agrees, at the written election of Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated to attorn to Landlord upon the exercise then executory terms and conditions of the Atara Sublease for the remainder of the term of the Atara Sublease. In the event of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)election by Landlord, or otherwise by operation of law: Landlord will not be (a) at the request and option of the new owner liable for any Rent paid by Intrexon to Atara more than one month in advance, or superior lessorany security deposit paid by Intrexon to Atara, as the case may be, Tenant shall attorn unless same has been transferred to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after requestLandlord by Atara; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord Atara under this Master Lease occurring the Original Sublease, Atara Sublease or any other agreement between Atara and Intrexon or for any default of Atara under any such documents which occurred prior to such sale, conveyance or terminationthe effective date of the attornment; (iic) subject to any offset, abatement defenses or reduction of rent because of any default of Landlord under this Master Lease occurring offsets that Intrexon may have against Atara which arose prior to such sale, conveyance or terminationthe effective date of the attornment; (iiid) bound by any previous modification changes or amendment modifications made to this Master Lease the Atara Sublease without the written consent of Landlord, (e) obligated in any manner with respect to the transfer, delivery, use or condition of any furniture, equipment or other personal property in the Sublet Premises which Sublandord agreed would be transferred to Intrexon or which Atara agreed could be used by Intrexon during the term of the Atara Sublease, or (f) liable for the payment of any improvement allowance, or any previous prepayment of more than one month’s rentother payment, unless such modificationcredit, amendment offset or prepayment shall have been approved in writing by such Facility Mortgagee (amount due from Atara to the extent such approval was required at the time of such amendment or modification or prepayment Intrexon under the terms Atara Sublease. If Landlord does not elect to have Intrexon attorn to Landlord as described above, the Atara Sublease and all rights of Intrexon in the Sublet Premises shall terminate upon the date of termination of the applicable Facility Mortgage Documents) orOriginal Sublease or Atara’s right to possession thereunder. It is all parties’ expressed intent that, in should the Original Sublease terminate for any reason whatsoever, including the voluntary surrender of same by Atara and the acceptance thereof by Landlord, then the Atara Sublease shall terminate. This provision is entered into with full knowledge of the case of such prepaymentBxxxxxx v. Xxxxxx (1912) 19 Cxx.Xxx. 755, such prepayment and it is the parties’ express intent that the holding of rent has actually been delivered Bxxxxxx and similar cases shall not apply to such new owner or superior lessor or the Atara Sublease. The terms of this Section 9 supercede any contrary provisions in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAtara Sublease.
Appears in 1 contract
Attornment. If Landlord’s interest Tenant covenants and agrees that, if by reason of a default upon the part of the Landlord as tenant under any underlying lease in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise performance of any remedy provided for in any Facility Mortgage Documents (of the terms or in lieu provisions of such exercise)underlying lease or if for any other reason of any nature whatsoever, such underlying lease and the leasehold estate of Landlord as tenant thereunder is terminated by summary proceedings or otherwise in accordance with the terms of such underlying lease or if such underlying lease and such leasehold estate is terminated through foreclosure proceedings brought by operation the holder of law: (a) at any mortgage to which such underlying lease is subject or subordinate, Tenant shall attorn to the request and option of landlord under such underlying lease or the new owner or superior lessorpurchaser in such foreclosure proceedings, as the case may be, Tenant and shall attorn to and recognize such landlord or such purchaser, as the new owner or superior lessor case may be, as the Tenant’s “landlord” 's Landlord under this Master Lease lease, unless the landlord under such underlying lease or enter into a new the holder of any such mortgage in any proceedings shall elect in connection therewith to terminate this lease substantially and the right of Tenant to the possession of the premises demised hereby. Tenant agrees to execute and deliver at any time and f rom time to time upon the request of Landlord, or of the landlord under any such underlying lease, any instrument, which may be necessary or appropriate to evidence such attornment and tenant hereby appoints Landlord its attorney- in- fact, irrevocable and coupled with an interest, to execute and deliver, for and on behalf of Tenant, any such instrument. Tenant further waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right of election to terminate this lease or to surrender possession of the premises demised hereby in the form event such underlying lease terminates or any such proceeding is brought by the landlord under any such underlying lease or by the holder of any such mortgage and agrees that, unless and until any such landlord or the holder of any such mortgage, shall elect to terminate this Master Lease with lease and to extinguish the new owner or superior lessor, and leasehold estate of the Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor hereunder this lease shall not be (i) liable for affected in any act or omission of Landlord under this Master Lease occurring prior to way whatsoever by any such sale, conveyance proceeding or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
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Attornment. If Landlord’s interest in any superior mortgagee shall succeed to the Leased Property rights of Landlord under this Lease, whether through possession or any portion thereof foreclosure action or interest therein is solddelivery of a new lease or deed, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) then at the request and option of the new owner or superior lessorparty so succeeding to Landlord's rights ("Successor Landlord"), as and upon the case may beSuccessor Landlord's written agreement to accept Tenant's attornment, Tenant shall attorn to and recognize the new owner or superior lessor such Successor Landlord as Tenant’s “landlord” 's landlord under this Master Lease or enter into and shall promptly execute and deliver any instrument that the Successor Landlord may reasonably request to evidence such attornment. Upon such attornment this Lease shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take such actions to confirm upon all of the foregoing within ten (10) days after request; terms, conditions and (b) covenants as are set forth in this Lease except that the new owner or superior lessor Successor Landlord shall not (a) be (i) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iib) be subject to any offset, abatement not expressly provided for in this Lease, which theretofore shall have accrued to Tenant against 51 Landlord; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiic) be bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent's Basic Rent or Additional Rent except for amounts due under the last sentence of Section 15.3, unless such modification, amendment modification or prepayment shall have been expressly approved in writing by such Facility Mortgagee (a superior mortgagee through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
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Samples: Transcrypt International Inc
Attornment. If Landlord’s interest Grantee hereby acknowledges and agrees that the liens granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Leased Property or Credit Agreement and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Grantor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Grantee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Grantee succeeds to the interest of Grantor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility Mortgage Documents (or in lieu this Deed shall be made subject to such Lease and the rights of such exercise)tenant expressly set forth thereunder. If Grantee succeeds to the interests of Grantor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, or otherwise by operation of law: (a) at the request Grantee, and option such tenants, shall be bound to each other under all of the new owner or superior lessorexpress terms, covenants and conditions of such Lease, as if the case may be, Tenant shall attorn to and recognize Grantee was originally the new owner or superior Grantor as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthereunder.
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Samples: Assignment and Security Agreement (Sterling Chemical Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.. 31.3
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Attornment. If Landlord’s interest in any Mortgage shall be foreclosed, (i) the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option liability of the new Mortgagee shall exist only so long as such Mortgagee, purchaser or owner is the owner of the Building, and such liability with respect to claims or superior lessorobligations arising after said transfer shall not continue or survive after further transfer of ownership; and (ii) Tenant will attorn, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in Lease, to the form of this Master Lease with the new owner or superior lessorpurchaser at any foreclosure sale under any Mortgage, and Tenant will execute such commercially reasonable instruments as may be necessary or appropriate to evidence such attornment, provided that the same do no adversely affect Tenant’s rights or obligations hereunder. Tenant waives the provisions of any statute or rule of law, now or hereafter in effect, that may give or purport to give Tenant any right to terminate or otherwise adversely affect Landlord's interest in this Lease or reduce or limit the obligations of Tenant hereunder in the event of the prosecution or completion of any such foreclosure proceeding. No Mortgagee or any purchaser at a foreclosure sale shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring which occurred prior to such salesale or conveyance, conveyance or termination; (ii) subject nor shall Tenant be entitled to any offset, abatement offset against or reduction of rent because deduction from Rent due after such date by reason of any default act or omission of Landlord under this Master Lease occurring prior to such saledate. Further, conveyance or termination; (iii) Tenant agrees that no Mortgagee shall be bound by any previous modification or amendment to this Master Lease or any previous the prepayment of more than one month’s rentRent made in excess of thirty (30) days before the date on which such payment is due, or for the return of any Security Deposit, unless such modification, amendment or prepayment shall have been approved in writing actually received by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
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Attornment. If Landlord’s interest Tenant must, in the Leased Property event of a sale, transfer or assignment by Landlord of the Demised Premises or any portion thereof or interest therein is soldof this Lease, conveyed or terminated upon in the event any proceedings are brought for the foreclosure of any mortgage, deed of trust or other encumbrance or lien now or hereafter encumbering the Demised Premises or any portion thereof (a "Mortgage") or in the event of an exercise of the power of sale under any remedy provided for Mortgage (including, without limitation, on the foreclosure of a Mortgage by the Mortgagee, such Mortgagee or its successors and assigns, to whom, Tenant acknowledges, Mortgagee, or its successors and assigns, as applicable, may transfer all of their rights in any Facility Mortgage Documents (or in lieu and to the Lease without a need to obtain the consent of such exerciseTenant), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner such transferee, purchaser or superior lessor Mortgagee (as Tenant’s “landlord” such term is defined below in this Section 19.1) as Landlord under this Master Lease (a "Successor Landlord"), and promptly execute and deliver any instrument that such Successor Landlord may reasonably request and prepare to evidence such attornment. Upon such attornment, this Lease or enter into such parts hereof to which the Successor Landlord succeeded, shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, Successor Landlord and Tenant shall take upon all of the terms, conditions and covenants as are set forth in this Lease and as are relevant to such actions interest. Notwithstanding the foregoing, as to confirm the foregoing within ten mortgagee under any Mortgage (10"Mortgagee") days after request; and (b) or a purchaser at a foreclosure or other sale under the new owner or superior lessor shall not be Mortgage, such Successor Landlord is not: (i) liable for any act or omission prior breach of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offset, abatement offset which theretofore may have accrued to Tenant against Landlord; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one (1) month’s 's rent, unless such modification, amendment modification or prepayment shall have been was made prior to the making of such Mortgage or was made pursuant to the express provision of this Lease or was expressly approved in writing by such Facility the Mortgagee (through which the Successor Landlord succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
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Attornment. If Landlord’s interest in Upon the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise written request of any remedy provided for in any Facility Mortgage Documents (person or in lieu of such exercise), or otherwise by operation of law: (a) at party succeeding to the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior Lease, Tenant shall automatically become the tenant of and attorn to such salesuccessor in interest without any change in any of the terms of this Lease. No successor in interest shall be (a) bound by any payment of Rent for more than one month in advance, conveyance except payments of security for the performance by Tenant of Tenant's obligations under this Lease, or termination; (iib) subject to any offset, abatement defense or reduction damages arising out of rent because a default or any obligations of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) preceding Landlord. Neither Landlord's Mortgagee nor its successor in interest shall be bound by any previous modification or amendment to of this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have entered into after Tenant has been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with given written notice of the Facility Mortgage and the identity name and address of Land1ord's Mortgagee and without the Facility Mortgagee; written consent of Landlord's Mortgagee or (iv) liable for such successor in interest. The subordination, attornment and mortgagee protection clauses of this Article 16 shall be self-operative and no further instruments of subordination attornment or mortgagee protection need be required by any security deposit Landlord's Mortgagee or other collateral deposited successor in interest thereto. Nevertheless, upon the written request therefor and without any compensation or delivered consideration being payable to Tenant, Tenant agrees to execute, have acknowledged and deliver such instruments as may be requested to confirm the same. Tenant shall from time to time, if so requested by Landlord pursuant and if doing so will not materially and adversely affect Tenant's economic interests under this Lease, join with Landlord in amending this Lease so as to this Master Lease unless such security deposit meet thee needs or other collateral requirements of any lender that is considering making or that has actually been delivered to such new owner made a loan secured by all or superior lessorany portion of thee Complex.
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Attornment. If Landlord’s the interest in of Landlord shall be acquired by any Mortgagee (as used herein the Leased Property term "MORTGAGEE" shall include any holder of a mortgage or deed of trust encumbering the Demised Premises and any portion thereof purchaser of the Demised Premises at foreclosure) by foreclosure or interest therein is sold, conveyed or terminated upon other proceedings to enforce the exercise rights of the holder of any remedy provided for mortgage or deed of trust encumbering the Demised Premises, and such Mortgagee succeeds to the interest of Landlord hereunder, this Lease and the rights of Tenant hereunder shall continue in any Facility Mortgage Documents (full force and effect and shall not be terminated or disturbed except in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease accordance with the new owner or superior lessorterms hereof, and Tenant shall take be bound to such actions Mortgagee under all of the terms, covenants and conditions of this Lease for the balance of the term then remaining, and extensions or renewals thereof that may be effected in accordance with the options contained herein, with the same force and effect as if such Mortgagee were the lessor or landlord hereunder and Tenant the lessee under the Lease. In such event, Tenant agrees to confirm and does hereby attorn to such Mortgagee as its lessor, such attornment to be effective and self-operative immediately upon such Mortgagee succeeding to the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission interest of Landlord under this Master Lease occurring prior the Lease. Tenant shall thereafter pay rent to such sale, conveyance or termination; (ii) subject Mortgagee from and after the time that Tenant receives written notice from Mortgagee that it has succeeded to any offset, abatement or reduction of rent because of any default the interest of Landlord under this Master Lease occurring prior to the Lease. The respective rights and obligations of Tenant and such saleMortgagee upon such attornment, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice then remaining balance of the Facility Mortgage and the identity and address term of the Facility Mortgagee; Lease and any extension or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to renewal, thereof, shall be and are the same as now set forth in this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
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Attornment. If Landlord’s interest in the Leased Property 7. If, at any time GECC (or any portion thereof person, or such person's successors or assigns, who acquire the interest therein is soldof the Landlord under the Lease through foreclosure action of the Deed of Trust, conveyed or terminated upon a transfer of the exercise of any remedy provided for in any Facility Mortgage Documents (or Property by conveyance in lieu of foreclosure, or otherwise) shall succeed to the rights of the Landlord under the Lease as a result of a default or event of default under the Mortgage, and if the Tenant is not then in default under the Lease (beyond the time permitted therein, if any, to cure such exercisedefault), or otherwise by operation of law: then (a) at the request and option Lease shall not terminate, (b) upon receipt by Tenant of the new owner or superior lessor, as the case may bewritten notice of such succession, Tenant shall attorn to and recognize such person as succeeding to the new owner rights of the Landlord under the Lease (herein sometimes called "Successor Landlord"), upon the terms and conditions of the Lease, and (c) Successor Landlord shall accept such attornment and recognize Tenant as the Successor Landlord's tenant under the Lease. Upon such attornment and recognition, the Lease shall continue in full force and effect as, or superior lessor as Tenant’s “landlord” if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants (including any right under this Master the Lease or enter into a new lease substantially on the part of the Tenant to extend the term of the Lease) as are set forth in the form of this Master Lease with and which shall be applicable after such attornment and recognition. Notwithstanding anything to the new owner contrary set forth herein, GECC or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleany previous landlord, conveyance or termination; including the Landlord, (ii) subject to any offset, abatement defense or reduction of rent because of counterclaim which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior to such saleprevious landlord, conveyance or termination; including the Landlord, (iii) bound by any previous modification payment of rent or amendment additional rent made by the Tenant to this Master Lease or any previous prepayment of landlord (including the Landlord) for more than one month’s rent(1) month in advance, unless such modificationthe same was paid to and received by the Successor Landlord, amendment or prepayment shall have been approved in writing (iv) bound by such Facility Mortgagee (to the extent such approval was required at the time of such any amendment or modification of the Lease hereafter made without the written consent of GECC, or prepayment (v) liable for any deposit that Tenant may have given to any previous landlord (including the Landlord) which has not been transferred to the Successor Landlord. Further, notwithstanding anything to the contrary set forth herein, the liability of GECC for any obligations under the Lease shall be limited to GECC's interest in the Property. GECC shall not have any liability or responsibility under or pursuant to the terms of the applicable Facility Mortgage Documents) or, Lease after it ceases to own an interest in or to the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorProperty.
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Attornment. If Landlord’s interest in Lender obtains title to the Leased Property by foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or deed in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may beforeclosure, Tenant shall attorn to Lender and recognize Lender as the new owner landlord under the Lease for the unexpired term of the Lease. Such attornment shall be effective without Lender being (a) subject to any offsets or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form defenses arising out of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any prior act or omission of Landlord (but the foregoing shall not limit either (i) Tenant’s right to exercise against Lender any offset rights otherwise available to Tenant under this Master the Lease because of events occurring prior to such saleafter the date of attornment, conveyance or termination; (ii) subject Lender’s obligation to correct any offsetconditions that existed as of the date of attornment and violated Lender’s obligations as successor landlord under the Lease), abatement (b) liable for any prior act or reduction omission of rent because of any default of Landlord under this Master Lease occurring prior to such saleLandlord, conveyance or termination; (iiic) bound by any previous modification amendment, modification, or amendment waiver of any of the provisions of the Lease, or by any separate agreement between Landlord and Tenant relating to this Master the Property, unless any such action was taken with the prior written consent of Lender, (d) liable for the return of any security or other deposit unless the deposit has been paid to Lender, or (e) bound by any payment of rent or other monthly payment under the Lease or any previous prepayment of made by Tenant more than one month’s rentmonth in advance of the due date, unless the same was paid to, and received by, Xxxxxx. Lender and Tenant specifically agree that the right of first offer contained in Section 10.5 of the Lease shall not be triggered by or eliminated by any foreclosure or deed in lieu of foreclosure, that such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (right of first offer will not terminate upon Lender obtaining title to the extent Property by foreclosure or deed in lieu of foreclosure, and that such approval was required at right of first offer shall continue to be recognized after foreclosure or deed in lieu of foreclosure. Lender and Tenant specifically agree that the time option to purchase contained in Section 10.6 of the Lease shall not be triggered by or eliminated by any foreclosure or deed in lieu of foreclosure, that such amendment option to purchase will not terminate upon Lender obtaining title to the Property by foreclosure or modification deed in lieu of foreclosure, and that such option to purchase shall continue to be recognized after foreclosure or prepayment deed in lieu of foreclosure. Lender’s obligations as landlord under the terms Lease after obtaining title to the Property by foreclosure or deed in lieu of the applicable Facility Mortgage Documents) or, foreclosure shall terminate upon Xxxxxx’s subsequent transfer of its interest in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorProperty.
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Samples: And Attornment Agreement (Esterline Technologies Corp)
Attornment. If Landlord’s 's interest in the Leased Property or any portion thereof or interest therein is soldacquired by a beneficiary under a deed of trust, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)a mortgagee, or otherwise by operation of law: (a) a purchaser at the request and option of the new owner or superior lessor, as the case may bea foreclosure sale, Tenant shall attorn to the transferee of, or successor to, Landlord's interest in the Property and shall recognize the new owner such transferee or superior lessor successor as Tenant’s “landlord” Landlord under this Master Lease or enter into a new lease substantially in Lease, and such transferee shall be bound to Tenant under all of the form terms of this Master Lease with Lease. Tenant, shall, from and after the new owner occurrence of the preceding events, have the same remedies that Tenant might have had against Landlord provided, however, that any such beneficiary, mortgagee or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor purchaser shall not be (i) liable to Tenant for damages for any act acts or omission omissions of Landlord under this Master Lease or any prior landlord occurring prior to such saleobtaining possession, conveyance or termination; (ii) subject to any offsetoffsets, abatement claims or reduction defenses which Tenant might have against Landlord or any prior landlord which arise by virtue of rent because of any default of Landlord under this Master Lease acts or omissions occurring prior to the date such salebeneficiary, conveyance mortgagee or termination; purchaser obtains title, (iii) bound by any previous modification rent or amendment additional rent which Tenant may have paid to this Master Lease Landlord or any previous prepayment of prior landlord more than one month’s rent, (1) month in advance or by any deposit or rental security unless such modification, amendment or prepayment shall funds therefor have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner beneficiary, mortgagee or superior lessor or in either casepurchaser, such modification, (iv) bound by any amendment or prepayment occurred before Landlord provided modification made without the prior consent of the holder of the mortgage or deed of trust that was foreclosed, (v) obligated or liable to Tenant with notice respect to the construction and completion of the Facility Mortgage and initial improvements in the identity and address Premises for Tenant's use, enjoyment or occupancy, except that Tenant shall have the right to terminate this Lease upon five (5) days written notice if such mortgagee or holder of a deed of trust fails to pay the Facility Mortgagee; Allowance contemplated by the Landlord's Work Agreement, or to complete the improvements required thereby, or (ivvi) liable for any security deposit damages Tenant may suffer as a result of any misrepresentation or other collateral deposited breach of warranty of Landlord. Tenant waives the protection of any statute or delivered rule of law which gives or purports to Landlord pursuant give Tenant any right to terminate this Master Lease unless or surrender possession of the Property upon the transfer of Landlord's interest. Tenant, within fifteen (15) days following Landlord's written request, agrees to execute and deliver, without any charge, any and all documents evidencing such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment and recognition, as reasonably requested by Landlord.
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Attornment. If Landlord’s interest Tenant must, in the event of a sale, transfer or assignment by Landlord of the Building or Leased Property Premises or any portion thereof or interest therein is soldof this Lease, conveyed or terminated upon in the event any proceedings are brought for the foreclosure of any Mortgage (as hereinafter defined) or in the event of an exercise of the power of sale under any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise)Mortgage, or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner such transferee, purchaser or superior lessor Mortgagee (as Tenant’s “landlord” hereinafter defined) as Landlord under this Master Lease, and promptly execute and deliver any instrument that such successor Landlord may reasonably request to evidence such attornment provided Tenant's occupancy is not disturbed and such purchaser, transferee or assignee (other than for security purposes) assumes Landlord's obligations under this Lease. Upon such attornment, this Lease or enter into such parts thereof to which the successor Landlord succeeded, shall continue in full force and effect as a new direct lease substantially in between the form of this Master Lease with the new owner or superior lessor, successor Landlord and Tenant shall take upon all of the terms, conditions and covenants as are set forth in this Lease and as are relevant to such actions interest. Notwithstanding the above, as to confirm the foregoing within ten Mortgagee or a purchaser at a foreclosure or other sale under the Mortgage, such successor Landlord is not (10) days after request; and (b) the new owner or superior lessor shall not be (ia) liable for any previous act or omission of Landlord under this Master Lease occurring prior to such saleLandlord, conveyance or termination; (iib) subject to any offsetoffset which theretofore may have accrued to Tenant against Landlord, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiic) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment modification or prepayment shall have been was made prior to the making of such Mortgage or was expressly approved in writing by such Facility the Mortgagee (through which the successor Landlord succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) orthis Lease, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (ivd) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless deposits not actually received in cash by such security deposit or other collateral has actually been delivered to such new owner or superior lessorsuccessor Landlord.
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Attornment. If Landlord’s interest in the Leased Property 10. If, at any time GECC (or any portion thereof person, or such person's successors or assigns, who acquire the interest therein is soldof the Landlord under the Lease through foreclosure action of the Deed of Trust, conveyed or terminated upon a transfer of the exercise of any remedy provided for in any Facility Mortgage Documents (or Real Property by conveyance in lieu of foreclosure, or otherwise) shall succeed to the rights of the Landlord under the Lease as a result of a default or event of default under the Mortgage, and if the Tenant is not then in default under the Lease (beyond the time permitted therein, if any, to cure such exercisedefault), or otherwise by operation of law: then (a) at the request and option Lease shall not terminate, (b) upon receipt by Tenant of the new owner or superior lessor, as the case may bewritten notice of such succession, Tenant shall attorn to and recognize such person as succeeding to the new owner rights of the Landlord under the Lease (herein sometimes called "Successor Landlord"), upon the terms and ------------------ conditions of the Lease, and (c) Successor Landlord shall accept such attornment and recognize Tenant as the Successor Landlord's tenant under the Lease. Upon such attornment and recognition, the Lease shall continue in full force and effect as, or superior lessor as Tenant’s “landlord” if it were, a direct lease between the Successor Landlord and Tenant upon all of the terms, conditions and covenants (including any right under this Master the Lease or enter into a new lease substantially on the part of the Tenant to extend the term of the Lease) as are set forth in the form of this Master Lease with and which shall be applicable after such attornment and recognition. Notwithstanding anything to the new owner contrary set forth herein, GECC or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (i) liable for any act or omission of any previous landlord, including the Landlord, except for any continuing non-monetary defaults (such as, for example, failure to make Landlord required repairs under this Master Lease occurring prior to such salethe Lease), conveyance or termination; (ii) subject to any offset, defense or counterclaim which Tenant might be entitled to assert against any previous landlord, including the Landlord, except for any offset and abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such salerights specifically provided in the Lease, conveyance or termination; (iii) bound by any previous modification payment of rent or amendment additional rent made by the Tenant to this Master Lease or any previous prepayment of landlord (including the Landlord) for more than one month’s rent(1) month in advance, unless such modificationthe same was paid to and received by the Successor Landlord, amendment or prepayment shall have been approved in writing (iv) bound by such Facility Mortgagee (to the extent such approval was required at the time of such any material amendment or modification of the Lease hereafter made without the written consent of GECC, or prepayment (v) liable for any deposit that Tenant may have given to any previous landlord (including the Landlord) which has not been transferred to the Successor Landlord. Further, notwithstanding anything to the contrary set forth herein, the liability of GECC for any obligations under the Lease shall be limited to GECC's interest in the Real Property. GECC shall not have any liability or responsibility under or pursuant to the terms of the applicable Facility Mortgage Documents) or, Lease after it ceases to own an interest in or to the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorReal Property.
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Samples: Office Lease (Homestore Com Inc)
Attornment. If Landlord’s interest the interests of Lessor under this Lease are transferred by reason of, or assigned in the Leased Property lieu of, foreclosure or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise other proceedings for enforcement of any remedy provided for in any such Facility Mortgage Documents (or in lieu Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in with such party, as landlord, for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessor, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission or omission negligence of Landlord Lessor under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset which theretofore shall have accrued to such sale, conveyance or terminationTenant against Lessor; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Lessor under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
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Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the Conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorTransferee shall accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring of. Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Transferee’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
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Attornment. 21. If Landlord’s the interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior shall be transferred voluntarily or by reason of foreclosure or other proceedings for enforcement on any first mortgage on the Demised Premises, Tenant shall be bound to such saletransferee (herein sometimes called the "Purchaser") for the balance of the Term remaining, conveyance and any extensions or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of renewals thereof which may be effective in accordance with the terms and conditions hereof with the same force and effect as if the purchaser were the Landlord under this Master Lease occurring prior Lease, and Tenant does hereby agree to attorn to the Purchaser, including the Mortgagee if it be the Purchaser succeeding to the interest of the Landlord under this Lease. The respective rights and obligations of Tenant and the Purchaser upon such saleattornment, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent of the then remaining balance of the Term of this Lease and any such approval was required at extensions and renewals shall be and are the time same as those set forth herein. In the event of such amendment transfer of Landlord's interest, Landlord shall be released and relieved from all liability and responsibility thereafter accruing to Tenant under Lease or modification or prepayment under the terms otherwise and Landlord's successor by acceptance of rent from Tenant hereunder shall become liable and responsible to Tenant in respect to all obligations of the applicable Facility Mortgage Documents) orLandlord under this Lease. Landlord, in the case of such prepaymentevent this provision becomes effective, such prepayment of rent has actually been delivered shall use reasonable efforts to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided obtain and provide Tenant with notice of a letter duly executed by the Facility Mortgage Landlord and the identity and address of the Facility Mortgagee; or (iv) liable for acknowledged by Transferee providing that any security deposit rents or other collateral deposited or delivered monies paid in advance by Tenant to Landlord pursuant as well as the Security Deposit have been transferred to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorand are in the possession of Transferee thereby giving Tenant full credit for said monies.
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Samples: Standard Warehouse Lease Agreement (AL International, Inc.)
Attornment. If LandlordLxxxxxxx’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
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Samples: Lease (Penn National Gaming Inc)
Attornment. If Landlord’s interest in Tenant shall attorn to, and recognize as Tenant's landlord --------------- under the Leased Property Lease, Lender or any portion thereof other person who may acquire title to the Property upon foreclosure of the Deed of Trust or interest therein is soldby conveyance in lieu of such foreclosure. The provisions of this paragraph shall be self-executing and no further writing or other formal act of attornment shall be required, conveyed or terminated but Tenant shall, upon the exercise request of any remedy provided for person so acquiring title to the Property, execute and deliver to such person an instrument in recordable form acknowledging such attornment, but not otherwise modifying or amending Tenant's obligations under the Lease. From and after any Facility Mortgage Documents (such attornment, Lender or any other person who may acquire title to the Property upon or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option a foreclosure of the new owner Deed of Trust shall be bound to Tenant under all of the terms, covenants and conditions of the Lease; provided, however, that Lender or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor other person shall not be (ia) liable for any act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord (including Landlord); (iib) bound by Tenant's payment to any prior landlord (including Landlord) under the Lease of any rents beyond that due for the then-current rent period; (c) liable for the return or application of any security deposits unless Landlord delivers such deposits to Lender or such other person; (d) bound by any amendment or modification to the Lease made without Lender's written consent, which consent shall not be unreasonably withheld; or (e) subject to any offset, abatement offsets or reduction of rent because of deficiencies which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; landlord (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorincluding Landlord).
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Attornment. If Landlord’s interest in the Leased Property Premises is transferred to or acquired by a Fee Mortgagee or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents purchaser at a foreclosure sale (or in lieu of such exercisea “Foreclosure Purchaser”), (i) Tenant shall be bound to such Fee Mortgagee or otherwise by operation Foreclosure Purchaser under the terms of law: this Lease, (aii) at the request and option of the new owner Tenant shall thereafter attorn to such Fee Mortgagee or superior lessorForeclosure Purchaser, as the case may belandlord hereunder, after it is notified of such transfer, unless this Lease is terminated in accordance with the provisions contained in this Lease, and (iii) such Fee Mortgagee or Foreclosure Purchaser shall be bound by all of the terms of this Lease that are applicable to Landlord and shall, subject to the other terms of this section, satisfy all of Landlord’s obligations and liabilities hereunder. The foregoing provision shall be self-operative; provided, however, Tenant shall attorn shall, upon written demand, execute documentation confirming the matters set forth in this section. Any Fee Mortgagee or Foreclosure Purchaser succeeding to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially interest of Landlord in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Premises shall not be (i) bound by any payment of Rent made by Tenant more than one (1) month in advance, (ii) liable for due to any act or omission of a prior landlord (including, without limitation, Landlord), provided to the extent any default by Landlord under this Master Lease occurring prior to is continuing, such saleFee Mortgagee or Foreclosure Purchaser, conveyance or termination; as applicable, shall be responsible for curing the same after it acquires Landlord’s interest in the Premises, (iiiii) subject to any offset, abatement offsets or reduction defenses of rent because of any default of Landlord under this Master Lease occurring Tenant arising or related to periods prior to the date the Fee Mortgagee or Foreclosure Purchaser acquires such saleinterest, conveyance or termination; (iiiiv) responsible for any security or other deposit not transferred to it or (v) bound by any previous modification amendment of this Lease that is not approved by it, in writing, or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved is not in writing and signed both by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage Xxxxxx and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLandlord.
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Attornment. If LandlordSubject to the provisions of Section 24(f) below and provided that Landlord shall have obtained for Tenant’s interest benefit the SNDA that has been executed by the lender or mortgagee, in the Leased Property event any proceedings are brought for the foreclosure of, or any portion thereof or interest therein is sold, conveyed or terminated upon in the event of exercise of the power of sale under, any remedy provided for deed of trust to secure debt given by Landlord and covering the Demised Premises, the party secured by any such deed of trust shall recognize this Lease and, in the event of any Facility Mortgage Documents foreclosure sale under such deed of trust, this Lease shall continue in full force and effect, (or in lieu of such exercise), or otherwise by operation of law: (ax) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to the purchaser upon any such foreclosure or sale and recognize such purchaser as the new owner or superior lessor as Tenant’s “landlord” and landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLease, and Tenant shall take (y) such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be party, as landlord: (i) liable for any act or omission shall recognize Tenant’s rights to continue to occupy the Demised Premises and exercise and enjoy all of Landlord under its rights hereunder, and so long as Tenant complies with the terms and provisions of this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offset, abatement shall not be bound by payments of Base Annual Rent or reduction Additional Rent more than one (1) month in advance of rent because their due date other than Tenant’s prepayments of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationAdditional Rent in connection with Operating Expenses and Real Estate Taxes; (iii) shall have no obligation for the return of any security deposit not actually received by such party; (iv) shall not be bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification to the Lease to which such party has not consented in writing; (v) shall not be subject to any claim, defense or prepayment under the terms of the applicable Facility Mortgage Documentssetoff which could be asserted against any predecessor Landlord; and (vi) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable shall have no liability for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessordefault by any predecessor Landlord.
Appears in 1 contract
Samples: Deed of Lease (Cvent Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, ACTIVE/119970514.22 in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
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Attornment. If Landlord’s interest in The party secured by any such mortgage or deed of trust ---------- or the Leased Property or any portion purchaser at foreclosure thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of such exercise)thereof (collectively, or otherwise by operation of law: (a"Subsequent Purchaser") at the request shall recognize this Lease, provided, however, that Tenant shall not be in default beyond any applicable cure period herein, and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor Subsequent Purchaser as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of its Landlord under this Master Lease occurring Lease, and will execute, acknowledge and deliver promptly upon request of Landlord or such mortgagee or any other Subsequent Purchaser (at or prior to the foreclosure) any instrument which in the opinion of such saleparty requesting same is necessary or appropriate to evidence such attornment by Tenant and/or the subordination of such mortgage or deed of trust to this Lease. Also, conveyance the failure of Tenant to execute and deliver such certificate or termination; (ii) subject certificates shall be a default under this Lease and basis for Landlord to any offset, abatement or reduction exercise its rights and remedies under the provisions of rent because the Paragraph of this Lease entitled "DEFAULTS AND REMEDIES". The Tenant hereby waives the provisions of any default statue or rule of Landlord under law, now or hereafter existing, which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, and Tenant's obligations hereunder in the case event of any such prepaymentforeclosure or conveyance in lieu of foreclosure. Tenant agrees that neither the cancellation nor termination of any ground or underlying lease to which this Lease is now or may hereafter become subject or subordinate shall by operation of law or otherwise result in cancellation or termination of this Lease, and in such prepayment of rent has actually been delivered to event this Lease shall continue as a direct lease between Tenant and such new owner or superior ground lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorits successor .
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Samples: Corporate Executive Board Co
Attornment. If Landlord’s interest in the Leased Property any Fee Mortgagee, or any portion thereof of its successors or interest therein is soldassigns, conveyed or terminated upon the exercise any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any remedy provided for in any Facility Mortgage Documents (such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, such Fee Mortgagee or in lieu other person shall accept this Lease and recognize Tenant as the holder of such exercise), or otherwise by operation of law: (a) at the request and option all of the new owner or superior lessorrights of Tenant hereunder, as the case may be, and Tenant shall attorn to and recognize the new owner or superior lessor such successor as Tenant’s “landlord” Xxxxxx's landlord under this Master Lease or enter into a new lease substantially Lease, and such successor and Xxxxxx shall promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such acceptance and attornment. In addition, any Fee Mortgage shall provide that in the form of this Master Lease with event that the new owner or superior lessor, and Tenant Fee Mortgagee thereunder shall take such actions succeed to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission rights of Landlord under this Master Lease occurring pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Subleases which were in effect immediately prior to such saleforeclosure or other proceedings pursuant to their terms, conveyance or termination; (ii) including any covenant of quiet enjoyment contained in such Subleases, so long as the particular Subtenant is not in default beyond any applicable cure period set forth in its Sublease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to any offsetall of the then executory terms, abatement or reduction covenants and conditions of rent because this Lease. The provisions of this Section 14.2 shall be self- operative and no instrument of any default such attornment shall be required or needed by the holders of Landlord under this Master Lease occurring prior to any such saleFee Mortgage. In confirmation of any such attornment, conveyance Tenant shall, at Landlord's request or termination; (iii) bound at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Fee Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 1 contract
Samples: Deed of Lease
Attornment. If Landlord’s interest in Liberty agrees that if the Agent, any of the Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Property Assets by reason of the foreclosure of the Mortgage or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise acceptance of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exerciseforeclosure (or dation en paiement) (a "Transfer Event"), and provided that at such time the Sublease shall be in full force and effect and shall not have expired or otherwise by operation of law: (a) at been terminated, the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Sublease shall not be terminated or affected thereby, but shall continue in full force and effect as a direct sublease between Liberty and such Transferee upon all the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the obligations imposed by the Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the obligations imposed by the Sublease on the sublessor; provided, however, that such Transferee shall not be: (i) liable for any act or omission of Landlord Xxxxxxxx, provided that the foregoing shall not be deemed to relieve such Transferee from the obligation to perform any obligation of the sublessor under this Master Lease occurring prior the Sublease which obligation (a) Schedule V - 3 remains unperformed at the time that such Transferee succeeds to such sale, conveyance the interest of sublessor under the Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Xxxxxxxx under the Sublease; or termination; (ii) subject to bound by any offsetrent which Liberty might have paid under the Sublease for more than one month in advance, abatement unless actually received by such Transferee; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) liable for subject to any security deposit offsets or other collateral deposited defenses that Liberty might have against Xxxxxxxx (or delivered any prior sublessor, if applicable) unless Transferee has been given written notice thereof and the same opportunity to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorcure as afforded Xxxxxxxx under the Sublease.
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Attornment. If Landlord’s Grantee hereby acknowledges and agrees that the security title and security interest granted herein are subject to the rights of certain lessees under the Leases as disclosed in the Leased Property or Credit Agreement and will be subject to the rights of lessees under any portion thereof or interest therein is soldLeases entered into by Grantor after the date hereof which are permitted as Permitted Real Estate Liens pursuant to the Credit Agreement, conveyed or terminated upon subject to the express rights contained in the applicable Lease. The rights of the tenants under the Leases to the leased premises shall not be adversely affected by the exercise by Grantee of any remedy of its rights hereunder, nor shall any such tenant be in any way deprived of its rights under the applicable Lease except in accordance with the terms of such Lease. In the event that Grantee succeeds to the interest of Grantor under a Lease, such Lease shall not be terminated or affected thereby except as set forth therein, and any sale of the applicable leased premises by Grantee or pursuant to the judgment of any court in an action to enforce the remedies provided for in any Facility Mortgage Documents (or in lieu this Deed shall be made subject to such Lease and the rights of such exercise)tenant expressly set forth thereunder. If Grantee succeeds to the interests of Grantor in and to the applicable leased premises or under such Lease or enters into possession of such leased premises, or otherwise by operation of law: (a) at the request Grantee, and option such tenants, shall be bound to each other under all of the new owner or superior lessorexpress terms, covenants and conditions of such Lease, as if the case may be, Tenant shall attorn to and recognize Grantee was originally the new owner or superior Grantor as lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorthereunder.
Appears in 1 contract
Samples: Assignment and Security Agreement (Sterling Chemical Inc)
Attornment. If Landlord’s interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated Lender and Tenant agree that upon the exercise conveyance of any remedy provided for in any Facility the Property by reason of the foreclosure of the Mortgage Documents (or the acceptance of a deed or assignment in lieu of such exercise)foreclosure or otherwise, the Lease shall not be terminated or otherwise by operation of law: affected thereby (a) at the request and option of the new owner or superior lessortransferee of the Property (the “Transferee”) if the conditions set forth in Section 2 above have not been met at the time of such transfer) but shall continue in full force and effect as a direct lease between the Transferee and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to the Transferee and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in Transferee shall accept such attornment, but the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Transferee shall not be (a) obligated to complete any construction work required to be done by Landlord pursuant to the provisions of the Lease or to reimburse Tenant for any construction work done by Tenant, (b) liable (i) liable for Landlord’s failure to perform any of its obligations under the Lease which have accrued prior to the date on which the Transferee shall become the owner of the Property, or (ii) for any act or omission of Landlord under this Master Lease occurring Landlord, whether prior to or after such foreclosure or sale, conveyance (c) required to make any repairs to the Property or termination; to the premises demised under the Lease required as a result of fire, or other casualty or by reason of condemnation unless the Transferee shall be obligated under the Lease to make such repairs and limited to the extent Transferee shall have received sufficient casualty insurance proceeds or condemnation awards to finance the completion of such repairs, (iid) required to make any capital improvements to the Property or to the premises demised under the Lease which Landlord may have agreed to make, but had not completed, or to perform or provide any services not related to possession or quiet enjoyment of the premises demised under the Lease, (e) subject to any offsetoffsets, abatement defenses, abatements or reduction of rent because of any default of counterclaims which shall have accrued to Tenant against Landlord under this Master Lease occurring prior to the date upon which the Transferee shall become the owner of the Property, (f) liable for the return of rental security deposits, if any, paid by Tenant to Landlord in accordance with the Lease unless such salesums are actually received by the Transferee, conveyance or termination; (iiig) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any prior Landlord unless (i) such modification, amendment sums are actually received by the Transferee or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee the Transferee, (h) bound to make any payment to Tenant which was required under the Lease, or otherwise, to be made prior to the extent such approval was required at time the Transferee succeeded to Landlord’s interest, (i) bound by any agreement amending, modifying or terminating the Lease made without the Lender’s prior written consent prior to the time of such amendment the Transferee succeeded to Landlord’s interest or modification or prepayment under the terms (j) bound by any assignment of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner Lease or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice sublease of the Facility Mortgage and Property, or any portion thereof, made prior to the identity and address time the Transferee succeeded to Landlord’s interest other than if pursuant to the provisions of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
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Attornment. If Landlord’s 's interest in the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “'s "landlord” " under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be be: (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent's Rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 1 contract
Samples: Master Lease
Attornment. If Landlord’s interest in Tenant shall attorn to, and recognize as Tenant's landlord under the Leased Property Lease, Lender or any portion thereof other person who may acquire title to the Property upon foreclosure of the Deed of Trust or interest therein is soldby conveyance in lieu of such foreclosure. The provisions of this paragraph shall be self-executing and no further writing or other formal act of attornment shall be required, conveyed or terminated but Tenant shall, upon the exercise request of any remedy provided for person so acquiring title to the Property, execute and deliver to such person an instrument in recordable form acknowledging such attornment, but not otherwise modifying or amending Tenant's obligations under the Lease. From and after any Facility Mortgage Documents (such attornment, Lender or any other person who may acquire title to the Property upon or in lieu of such exercise), or otherwise by operation of law: (a) at the request and option a foreclosure of the new owner Deed of Trust shall be bound to Tenant under all of the terms, covenants and conditions of the Lease; provided, however, that Lender or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor other person shall not be (ia) liable for any act or omission of Landlord under this Master Lease occurring any prior to such sale, conveyance or terminationlandlord (including Landlord); (iib) bound by Tenant's payment to any prior landlord (including Landlord) under the Lease of any rents beyond that due for the then-current rent period; (c) liable for the return or application of any security deposits unless Landlord delivers such deposits to Lender or such other person; (d) bound by any amendment or modification to the Lease made without Lender's written consent, which consent shall not be unreasonably withheld; or (e) subject to any offset, abatement offsets or reduction of rent because of deficiencies which Tenant might be entitled to assert against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; landlord (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorincluding Landlord).
Appears in 1 contract
Samples: Lease (Spectralink Corp)
Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a “Transferee”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which it was entitled under Section 22.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee (provided that, except as set forth in Section 23.2, Tenant shall not be obligated to pay for any additional or replacement Security Deposit); or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as termination by Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 1 contract
Samples: Lease Agreement (Solid Power, Inc.)
Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a "Transferee") by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment, this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which result in the transfer to the Transferee (the "Foreclosing Lender") was afforded any notice and cure rights to which it was entitled under Section 21.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (except to the extent such approval was required at the time of such amendment same is paid over to the Transferee, or (e) bound by any termination, amendment, or modification or prepayment under of this Lease (other than one expressly contemplated by the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as a termination by Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosure Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 1 contract
Samples: Lease Agreement (Medibuy Com Inc)
Attornment. If Landlord’s interest in In the Leased Property event that Lender acquires or any portion thereof or interest therein is soldsucceeds to the interests of Lessor under the Lease by reason of a foreclosure of the Deed of Trust, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or deed in lieu of such exerciseforeclosure or otherwise (collectively, a “Foreclosure”), or otherwise by operation Lessee shall be bound to Lender under all of law: the terms, covenants and conditions of the Lease, except as provided in this Agreement, for the balance of the term thereof remaining, with the same force and effect as if Lender were Lessor. Lessee hereby agrees in such event to (ai) attorn to Lender as its Lessor on such terms, (ii) affirm its obligations under the Lease, and (iii) make payments of all sums thereafter becoming due under the Lease to Lender. Said attornment, affirmation and agreement is to be effective and self-operative without the execution of any further instruments upon Lender succeeding to the interests of Lessor under the Lease. Lessee agrees to execute and deliver at any time and from time to time, upon the request of Lessor or Lender, any instrument or certificate deemed to be necessary or appropriate to evidence such attornment. From and option after such attornment, Lender shall be bound to Lessee under all the terms, covenants and conditions of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner same force and effect as if originally entered between said parties; provided, however, Lender shall not be: except as provided in Section 2(d) below, obligated to cure any defaults under the Lease of any prior Lessor which occurred prior to the date Lender obtained title to or superior lessorpossession of the Property, and Tenant shall take such actions to confirm provided, however, that the foregoing within ten shall not limit Lender’s obligation to correct any conditions that existed as of the date of attornment which violate Lender’s obligations as Lessor under the Lease; except as provided in Section 2(d) below, subject to any offsets or defenses which Lessee might have against any prior Lessor (10including Lessor), provided, however, that the foregoing shall not limit Lessee’s right to exercise against Lender any right of Lessee to any offset or defense otherwise available to Lessee because of events occurring after the date of attornment; bound by any payment of fixed rent, percentage rent or additional rent that Lessee may have made to any prior Lessor (including Lessor) more than thirty (30) days after requestin advance of the date such rent was first due and payable under the Lease; bound by any modification or amendment of the Lease which increases the obligations or responsibilities of Lessor thereunder or changes the rent or the term thereof and is made without Lender’s written consent; or bound by any consensual or negotiated surrender of the Demised Demised Premises or termination of the Lease, in whole or in part, agreed upon between any prior Lessor (bincluding Lessor) and Lessee, unless effected unilaterally by Lessee pursuant to the new owner or superior lessor shall not be (iexpress terms of the Lease. Notwithstanding anything to the contrary contained in Paragraph 2(c) liable for any above, if the Lessor under the Lease commits an act or omission which, with the giving of Landlord notice and/or the passage of time, would constitute a default in the performance of Lessor's obligations under this Master Lease occurring prior the Lease, Lender or any purchaser or grantee pursuant to such sale, conveyance or termination; (ii) a Foreclosure shall be subject to any offsetand all claims, abatement offsets or reduction defenses of rent because Lessee arising from such act or omission, provided that Lender received notice of any default of Landlord under this Master Lease occurring prior such act or omission and an opportunity to such sale, conveyance or termination; (iii) bound cure same as required by any previous modification or amendment to this Master the Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorAgreement.
Appears in 1 contract
Samples: Lease (LIVE VENTURES Inc)
Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (i) attorn to such party and recognize perform for its benefit all the new owner or superior lessor as terms, covenants and conditions of this Lease on Tenant’s “landlord” under part to be performed with the same force and effect as if such party were the landlord originally named in this Master Lease Lease, or (ii) enter into a new lease substantially New Lease with such party, as landlord, for the remaining Term and otherwise on the same terms and conditions as this Lease, except that such successor landlord shall not in the form case of this Master Lease with the new owner clause (i) or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10ii) days after request; and (b) the new owner or superior lessor shall not be (iw) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (iix) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iiiy) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (ivz) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this Section 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
Appears in 1 contract
Samples: Master Lease Agreement (Assisted Living Concepts Inc)
Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a "Transferee") by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of an prior landlord, including, Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such salebe performed subsequent to the transfer to the Transferee)-, conveyance or termination; (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including, Landlord (excluding, any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the "Foreclosing Lender") was afforded any notice and cure rights to which it was entitled under Section 20.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment advance Rent which Tenant might have paid for more than the current month or the next succeeding month to this Master Lease any prior landlord, including Landlord, and all such Rent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of the Security Deposit or any previous prepayment of more than one month’s rentother security or advance rental deposit made by Tenant, unless such modificationexcept to the extent the same is paid over to the Transferee; or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as termination b, Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 1 contract
Samples: Lease Agreement (Ilx Lightwave Corp)
Attornment. If In the event of (a) a transfer of Landlord’s interest in the Leased Property Premises, (b) the termination of any underlying lease of premises which include the Premises or any portion thereof (c) the purchase of the Premises or Landlord’s interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any mortgage or pursuant to a power of sale contained in any mortgage, then in any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of such transferee or purchaser of Landlord’s interest, attorn to and option recognize the transferee or purchaser of the new owner Landlord’s interest or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlordLandlord” under this Master Lease or enter into a new lease substantially in for the form balance then remaining of this Master Lease with the new owner or superior lessorTerm, and thereafter this Lease shall continue as a direct Lease between such person, as “Landlord”, and Tenant, as “Tenant” provided such party executes and delivers to Tenant shall take a commercially reasonable non-disturbance agreement, and such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor person shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such saleLease termination or prior to such person’s succession to title, conveyance or termination; (ii) nor be subject to any offset, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring counterclaim accruing prior to such saleLease termination or prior to such person’s succession to title, conveyance or termination; (iii) nor be bound by any previous payment of Base Rent or Additional Rent prior to such Lease termination or prior to such person’s succession to title for more than one month in advance or by any modification or amendment to of this Master Lease or any previous prepayment waiver, compromise, release or discharge of more than one month’s rent, any obligation of Tenant hereunder unless such modification, amendment waiver, compromise, release or prepayment discharge shall have been approved specifically consented to in writing by the lessor under such Facility Mortgagee (to underlying lease or the extent such approval was required at the time of such amendment mortgagee under said mortgage, or modification or prepayment under the terms for return of the applicable Facility Mortgage Documents) orsecurity deposit, in the case of if any, (unless actually received by such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorperson).
Appears in 1 contract
Samples: Office Lease (Xactly Corp)
Attornment. If Landlordthe interest of Tenant under a Sublease is transferred (or surrendered or terminated) to Landlords by reason of Tenant’s interest in default under the Leased Property Master Lease or by reason of assignment of the Master Lease (or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or similar device) in lieu of transfer (or surrender or termination) following Tenant’s default, such exercise)Subtenant will be bound to such Landlord under all of the terms, covenants and conditions of its Sublease (except as expressly set forth in paragraph 3 and as otherwise expressly provided below) for the balance of the term thereof and of any extensions or renewals thereof that are effected in accordance with its Sublease, with the same effect as if such Landlord were the sublandlord under its Sublease, such attornment to be effective as of the time such Landlord succeeds to the interest of Tenant under such Sublease, without the execution of any further agreement. However, each Subtenant agrees, at its own expense, to execute and deliver, at any time and from time to time upon request of such Landlord, any agreement that may reasonably be necessary or appropriate to evidence such attornment. Failure of a Subtenant to so execute any such agreement shall not vitiate such attornment. Each Subtenant waives the provisions of any statute or rule of law now or hereafter in effect that may give it any right or election to terminate or otherwise adversely affect its Sublease or the obligations of such Subtenant thereunder by operation reason of law: (a) at any proceeding in connection with Tenant’s default under such Sublease. Notwithstanding anything in a Sublease to the request contrary, from and option of after the new owner or superior lessor, as the case may be, Tenant date each Subtenant shall be required to attorn to and recognize such Landlord hereunder, the new owner or superior lessor as Tenant’s “landlord” rent payable under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant such Sublease shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms necessary shall be increased as provided in Section 4.1 of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 1 contract
Attornment. If In the event of (a) a transfer of Landlord’s 's interest in the Leased Property Building, (b) the termination of any ground or any portion thereof underlying lease of the Building or the Land, or both, or (c) the purchase or other acquisition of the Building or Landlord's interest therein is sold, conveyed in a foreclosure sale or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure under any Mortgage or pursuant to a power of sale contained in any Mortgage, then in any of such exercise)events Tenant shall, or otherwise by operation of law: (a) at the request of Landlord or Landlord's successor in interest attorn to and option recognize the transferee or purchaser of Landlord's interest or the new owner lessor under the terminated ground or superior lessorunderlying lease, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” Landlord under this Master Lease or enter into for the balance then remaining of the Term, and thereafter this Lease shall continue as a new direct lease substantially between such Person, as "Landlord," and Tenant, as "Tenant," except that, in the form case of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner and (c) above, such lessor, transferee or superior lessor purchaser shall not be (i) liable for any act or omission or negligence of Landlord under this Master Lease occurring any prior landlord (other than to such sale, conveyance or terminationcure any default of a continuing nature); (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of offset which theretofore shall have accrued to Tenant against any default of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationlandlord; (iii) bound by the payment of any previous Basic Rent or Additional Charges for more than one month in advance (unless actually received by such party); or (iv) bound by any modification or amendment of this Lease with respect to this Master Lease which the consent of such Mortgagee or any previous prepayment of more than one month’s rentthe lessor under such ground or underlying lease is required pursuant to the terms of such Mortgage or ground or underlying lease, as applicable, unless such modification, modification or amendment or prepayment shall have been approved in writing by such Facility Mortgagee or lessor, as applicable; (v) in the event of damage to the extent Building by fire or other casualty, obligated to repair the Premises or the Building or any part thereof beyond such approval was required at repair as may be reasonably accomplished from the time net proceeds of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has insurance actually been delivered made available to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeLandlord; or (ivvi) liable for in the event of partial condemnation, obligated to repair the Premises or the Building or any security deposit or other collateral deposited or delivered part thereof beyond such repair as may be reasonably accomplished from the net proceeds of any award actually made available to Landlord pursuant as consequential damages allocable to the part of the Premises or the Building not taken. Tenant shall, within ten (10) days after request by Landlord or the transferee or purchaser of Landlord's interest or the lessor under the terminated ground or underlying lease, as the case may be, execute and deliver an instrument or instruments confirming the foregoing provisions of this Master Lease unless Section. Tenant hereby waives the provisions of any present or future law or regulation which gives or purports to give Tenant any right to terminate or otherwise adversely affect this Lease, or the obligations of Tenant hereunder, upon or as a result of the termination of any such security deposit ground or other collateral has actually been delivered to underlying lease or the completion of any such new owner or superior lessorforeclosure and sale.
Appears in 1 contract
Attornment. If Landlord’s interest in Liberty agrees that if the Agent, any of the Lenders or a purchaser at a sheriff's sale (each a "Transferee") shall become the owner of the Liberty Leased Property Assets by reason of the foreclosure of the Mortgage or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise acceptance of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exerciseforeclosure (or dation en paiement) (a "Transfer Event"), and provided that at such time the Sublease shall be in full force and effect and shall not have expired or otherwise by operation of law: (a) at been terminated, the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Sublease shall not be terminated or affected thereby, but shall continue in full force and effect as a direct sublease between Liberty and such Transferee upon all the terms, covenants and conditions set forth in the Sublease. Upon such a Transfer Event, Liberty agrees to attorn to such Transferee as sublessor under the Sublease, and to be bound by and perform all of the obligations imposed by the Sublease on the sublessee thereunder. Also, upon such a Transfer Event, the Transferee will be bound by all of the obligations imposed by the Sublease on the sublessor; provided, however, that such Transferee shall not be: (i) liable for any act or omission of Landlord Williams, provided that the foregoing shall not be deemed to relieve xxxx Xxxnsferee from the obligation to perform any obligation of the sublessor under this Master Lease occurring prior the Sublease which obligation (a) remains unperformed at the time that such Transferee succeeds to such sale, conveyance the interest of sublessor under the Sublease and (b) is made known to Transferee and Transferee is provided notice and given the same opportunity to cure as afforded Williams under the Sublease; or termination; (ii) subject to bound by any offsetrent which Liberty xxxxx xxve paid under the Sublease for more than one month in advance, abatement unless actually received by such Transferee; or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility MortgageeSublease that could have a material adverse affect on Agent's rights as a secured party; or (iv) liable for subject to any security deposit offsets or other collateral deposited defenses that Liberty might have against Williams (or delivered any prior sublessor, if applicable) unless Transferee hax xxxx xiven written notice thereof and the same opportunity to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorcure as afforded Williams under the Sublease.
Appears in 1 contract
Attornment. If Tenant waives the provisions of any statute or rule of law now or hereafter in effect which may give or purport to give Tenant any right to terminate or otherwise adversely affect this Lease and Tenant’s obligations hereunder in the event any foreclosure proceeding is prosecuted or completed or in the event the Premises or Landlord’s interest in the Leased Property or any portion thereof or interest therein is soldtransferred by foreclosure, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or by deed in lieu of foreclosure or otherwise. If this Lease is not extinguished upon any such exercise)transfer or by the transferee following such transfer, or otherwise by operation then, within five Business Days of law: (a) at the a written request and option of the new owner or superior lessor, as the case may besuch transferee, Tenant shall attorn to such transferee and shall recognize such transferee as the new owner landlord under this Lease. Tenant agrees that upon any such attornment, such transferee shall not be (a) bound by any payment of the Monthly Base Rent or superior lessor Additional Rent more than one (1) month in advance, except adequate assurance payments required under Section 18.2 above and prepayments in the nature of security for the performance by Tenant of its obligations under this Lease, but only to the extent such prepayments have been delivered to such transferee, (b) bound by any amendment of this Lease made without the written consent of any Lender existing as of the date of such amendment, (c) liable for damages for any breach, act or omission of any prior landlord, or (d) subject to any offsets or defenses which Tenant might have against any prior landlord; provided, however, that Tenant’s “landlord” agreements hereunder are subject and conditioned upon the transferee’s agreement that after succeeding to Landlord’s interest under this Master Lease or enter into a new lease substantially Lease, such transferee shall agree to perform in accordance with the form terms of this Master Lease with all obligations of Landlord arising after the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within date of transfer. Within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission Business Days of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time a written request of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) ortransferee, in the case of Tenant shall execute, acknowledge and deliver any reasonable document submitted to Tenant confirming such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
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Attornment. If Landlord’s interest in the Leased Property Lender or any portion thereof other subsequent purchaser of the Property shall become the owner of the Property by reason of the foreclosure of the Security Instrument or interest therein is sold, conveyed the acceptance of a deed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assignment in lieu of foreclosure or by reason of any other enforcement of the Security Instrument (Lender or such exerciseother purchaser being hereinafter referred as “Purchaser”), or otherwise by operation of law: (a) and the conditions set forth in Section 2 above have been met at the request and option time Purchaser becomes owner of the new owner Property, the Lease shall not be terminated or superior lessoraffected thereby but shall continue in full force and effect as a direct lease between Purchaser and Tenant upon all of the terms, as covenants and conditions set forth in the case may beLease and in that event, Tenant shall agrees to attorn to Purchaser and recognize Purchaser by virtue of such acquisition of the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorProperty shall be deemed to have agreed to accept such attornment, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor provided, however, that Purchaser shall not be (i) liable for the failure of any act or omission prior landlord (any such prior landlord, including Landlord, being hereinafter referred to as a “Prior Landlord”) to perform any obligations of Prior Landlord under this Master the Lease occurring which have accrued prior to the date on which Purchaser shall become the owner of the Property provided such salePurchaser cures any continuing default of Prior Landlord under the Lease, conveyance or termination; (ii) subject to any offsetoffsets, abatement defenses, abatements or reduction counterclaims which shall have accrued in favor of rent because of Tenant against any default of Prior Landlord under this Master Lease occurring prior to such salethe date upon which Purchaser shall become the owner of the Property, conveyance or termination; (iii) liable for the return of rental security deposits, if any, paid by Tenant to any Prior Landlord in accordance with the Lease unless such sums are actually received by Purchaser, (iv) bound by any previous modification payment of rents, additional rents or amendment to this Master Lease or any previous prepayment of other sums which Tenant may have paid more than one month’s rent, (1) month in advance to any Prior Landlord unless (i) such modification, amendment sums are actually received by Purchaser or (ii) such prepayment shall have been expressly approved in writing of by such Facility Mortgagee Purchaser or (v) bound by any agreement terminating or amending or modifying the rent, term, commencement date or other material term of the Lease, or any voluntary surrender of the premises demised under the Lease, made without Lender’s or Purchaser’s prior written consent prior to the extent such approval was required at time Purchaser succeeded to Landlord’s interest. In the time event that any liability of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord Purchaser does arise pursuant to this Master Lease unless Agreement or the Lease, such security deposit or other collateral has actually been delivered liability shall be limited and restricted to Purchaser’s interest in the Property and shall in no event exceed such new owner or superior lessorinterest.
Appears in 1 contract
Samples: Lease Agreement (Aar Corp)
Attornment. If Landlord’s interest in the Leased Property interests of Landlord under this Lease are transferred by reason of, or any portion thereof or interest therein is sold, conveyed or terminated upon the exercise of any remedy provided for in any Facility Mortgage Documents (or assigned in lieu of, foreclosure or other proceedings for enforcement of a Facility Mortgage, then Tenant shall, at the option of such exercise), purchaser or otherwise by operation of law: (a) at the request and option of the new owner or superior lessorassignee, as the case may be, Tenant shall (x) attorn to such party and recognize perform for its benefit all the new owner terms, covenants and conditions of this Lease on Tenant's part to be performed with the same force and effect as if such party were the landlord originally named in this Lease, or superior lessor as Tenant’s “landlord” under this Master Lease or (y) enter into a new lease substantially in New Lease with such party, as landlord, pursuant to SECTION 40 hereof for the form remaining Term and otherwise on the same terms and conditions of this Master Lease with the new owner or superior lessorLease, and Tenant shall take except that such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor successor landlord shall not be (i) liable for any act previous act, omission, breach, default or omission negligence of Landlord under this Master Lease occurring prior to such sale, conveyance or terminationLease; (ii) subject to any offsetcounterclaim, abatement defense or reduction of rent because of any default of Landlord under this Master Lease occurring prior offset that theretofore shall have accrued to such sale, conveyance or terminationTenant against Landlord; (iii) bound by any previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment or prepayment shall have been approved in writing by such the Facility Mortgagee (through or by reason of which such successor landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) this Lease or, in the case of any such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgageesuccessor landlord; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner successor landlord. Nothing contained in this SECTION 20.2 shall be construed to impair any right otherwise exercisable by any such owner, holder or superior lessorlessee.
Appears in 1 contract
Samples: Master Lease Agreement (Brookdale Senior Living Inc.)
Attornment. a. If Landlord’s interest in the Leased Property Lender or any portion thereof or interest therein is soldreceiver appointed at Lender's request exercises its right pursuant to the Security Instruments to receive the rents payable by Tenant under the Lease, conveyed or terminated upon neither Lender nor such receiver shall thereby become obligated to Tenant for the exercise performance of any remedy provided for in any Facility Mortgage Documents (of the terms, covenants, conditions and agreements of Landlord under the Lease, unless and until Lender forecloses upon, or accepts from Landlord a deed in lieu of such exercise)foreclosure upon, or otherwise by operation of law: (a) at the request Premises and Lender exercises its option of attornment as provided below. Landlord and Tenant agree that Tenant shall make the new owner payments to be made by Tenant under the Lease to Lender or superior lessorsuch receiver, as the case may be, upon receipt of written notice of the exercise of such rights, and Tenant agrees not to prepay any sums payable by Tenant under the Lease. Such receipt of rent by any other Lender or such receiver shall attorn to and recognize not relieve Landlord of its obligations under the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLease, and Tenant shall take such actions continue to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered look to Landlord pursuant to this Master Lease only for performance thereof unless such security deposit and until Lender forecloses upon, or other collateral has actually been delivered to such new owner or superior lessor.accepts from Landlord a deed in lieu of foreclosure upon, the Premises and Lender exercises its option of attornment as provided below. Capmark Loan #00-0000000
Appears in 1 contract
Samples: Subordination and Attornment Agreement (Ensign Group, Inc)
Attornment. If Landlord’s the interest in of Landlord is transferred to any person (a “Transferee”) by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation Tenant will immediately and automatically attorn to the Transferee. Upon attornment this Lease will continue in full force and effect as a direct lease between the Transferee and Tenant, upon all of lawthe same terms, conditions and covenants as stated in this Lease, except that the Transferee will not be: (a) at the request and option of the new owner or superior lessor, as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of any prior landlord, including Landlord (but such exemption will not excuse the Transferee from the performance of any obligations of the landlord under this Master Lease occurring prior required to such sale, conveyance or terminationbe performed subsequent to the transfer to the Transferee); (iib) subject to any offsetoffsets or defenses which Tenant might have against any prior landlord, including Landlord (excluding any express right of abatement or reduction of rent because of any default of Landlord granted under this Master Lease occurring prior Lease, provided that the Lender who held the Encumbrance the enforcement of which resulted in the transfer to the Transferee (the “Foreclosing Lender”) was afforded any notice and cure rights to which it was entitled under Section 21.1 with respect to the matter that gave rise to such sale, conveyance or terminationexpress right of abatement); (iiic) bound by any previous modification Rent or amendment to this Master Lease or any previous prepayment of advance Rent which Tenant might have paid for more than one month’s rentthe current month or the next succeeding month to any prior landlord, unless including Landlord, and all such modificationRent will remain due and owing, regardless of such advance payment; (d) obligated for repayment to Tenant of any security or advance rental deposit made by Tenant, except to the extent the same is paid over to the Transferee; or (e) bound by any termination, amendment or prepayment shall have been approved in writing modification of this Lease (other than one expressly contemplated by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of this Lease and effected according to such prepaymentexpress terms, such prepayment of rent has actually been delivered as a termination by Landlord due to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice a Default by Tenant) made without the written consent of the Facility Mortgage Foreclosing Lender. Tenant agrees, upon request by and without cost to the identity Transferee, to promptly execute and address of deliver to the Facility Mortgagee; or (ivTransferee such instrument(s) liable for any security deposit or other collateral deposited or delivered as may be reasonably required to Landlord pursuant to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
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Attornment. If Landlord’s interest in the Leased Property any Fee Mortgagee, or any portion thereof of its successors or interest therein is soldassigns, conveyed or terminated upon the exercise any other person claiming by or through any such Fee Mortgagee or by or through any foreclosure proceeding of any remedy provided for in any Facility Mortgage Documents (such Fee Mortgagee shall succeed to the rights of Landlord under this Lease, such Fee Mortgagee or in lieu other person shall accept this Lease and recognize Tenant as the holder of such exercise), or otherwise by operation of law: (a) at the request and option all of the new owner or superior lessorrights of Tenant hereunder, as the case may be, and Tenant shall attorn to and recognize the new owner or superior lessor such successor as Tenant’s “landlord” 's landlord under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessorLease, and such successor and Tenant shall take promptly execute and deliver at any time any instrument that may be reasonably necessary to evidence such actions acceptance and attornment. In addition, any Fee Mortgage shall provide that in the event that the Fee Mortgagee thereunder shall succeed to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission rights of Landlord under this Master Lease occurring pursuant to foreclosure, deed in lieu of foreclosure or other proceedings, such Fee Mortgagee shall recognize all Subleases which were in effect immediately prior to such saleforeclosure or other proceedings pursuant to their terms, conveyance or termination; (ii) including any covenant of quiet enjoyment contained in such Subleases, so long as the particular Subtenant is not in default beyond any applicable cure period set forth in its Sublease. Upon such attornment this Lease shall continue in full force and effect as a direct lease between Tenant and such successor Landlord, upon and subject to any offsetall of the then executory terms, abatement or reduction covenants and conditions of rent because this Lease. The provisions of this Section 14.2 shall be self- operative and no instrument of any default such attornment shall be required or needed by the holders of Landlord under this Master Lease occurring prior to any such saleFee Mortgage. In confirmation of any such attornment, conveyance Tenant shall, at Landlord's request or termination; (iii) bound at the request of any such Fee Mortgagee, promptly execute and deliver such further instruments as may be reasonably required by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Fee Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessor.
Appears in 1 contract
Samples: Deed of Lease
Attornment. If Landlord’s interest Unless otherwise agreed by Landlord under Section 13.04, Tenant shall insert in each sublease entered into after the Leased Property or any portion thereof or interest therein is sold, conveyed or terminated upon date hereof provisions to the exercise of any remedy provided for in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: effect that (a) at the request such sublease is subject and option subordinate to all of the new owner terms and provisions of the applicable Lease (including this Agreement) and to the rights of Landlord hereunder, (b) in the event such Lease shall terminate before the expiration of such sublease, the sublessee thereunder will, at Landlords' option, attorn to Landlord and waive any right the sublessee may have to terminate the sublease or superior lessorto surrender possession thereunder, as a result of the termination of such Lease (except that such waiver of a right of termination shall not be required in connection with an Operating Contract that is deemed a sublease for purposes of Section 13.04) (c) a concurrent copy of any notice of default required or permitted to be given under the Sublease will be given to Landlord, (d) any amendment to said sublease to Landlord's prior consent in accordance with the provisions of Section 13.03 and Section 13.04, as applicable, and (e) in the event the sublessee receives a written notice from Landlord or Landlord's assignees, if any, stating that Tenant is in default under such Lease, the sublessee shall thereafter be obligated to pay all rentals accruing under said sublease directly to the party giving such notice, or as such party may direct. All rentals received from the sublessee by Landlord or Landlord's assignees, if any, as the case may be, shall be credit against the amounts owing by Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor shall not be (i) liable for any act or omission of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (ii) subject to any offset, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iii) bound by any previous modification or amendment to this Master Lease or any previous prepayment of more than one month’s rent, unless such modification, amendment or prepayment shall have been approved in writing by such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 1 contract
Samples: Master Agreement to Lease (Wackenhut Corrections Corp)
Attornment. If the interest of Landxxxx xx transferred to any person (a "Successor Landlord’s interest in ") by reason of the Leased Property termination or any portion thereof foreclosure, or interest therein is soldproceedings for enforcement, conveyed of an Encumbrance, or terminated upon the exercise by delivery of any remedy provided for in any Facility Mortgage Documents (or a deed in lieu of such exercise)foreclosure or proceedings, or otherwise by operation of law: (a) at Tenant will immediately and automatically attorn to the request Successor Landlord. Upon attornment this Lease will continue in full force and option effect as a direct lease between the Successor Landlord and Tenant, upon all of the new owner or superior lessorsame terms, conditions and covenants as the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under stated in this Master Lease or enter into except that a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor Successor Landlord shall not be (ia) liable for any previous act or omission or negligence of Landlord under this Master Lease occurring prior Lease; provided, however, that the foregoing shall not relieve the Successor Landlord from any on-going maintenance or repair obligations under this Lease, but the Successor Landlord shall not be liable for any damages caused by any failure of the predecessor Landlord to such salesatisfy its repair and maintenance obligations under this Lease, conveyance or termination; (iib) subject to any offsetcounterclaim defense or offset not expressly provided for in this Lease and asserted with reasonable promptness, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior which therefore shall have accrued to such saleTenant against Landlord, conveyance or termination; (iiic) bound by any an previous modification or amendment to of this Master Lease or by any previous prepayment of more than one month’s 's rent, unless such modification, amendment modification or prepayment shall have been approved in writing by such Facility Mortgagee (the holder of any Encumbrance through or by reason of which the Successor Landlord shall have succeeded to the extent such approval was required at the time rights of such amendment or modification or prepayment Landlord under the terms of the applicable Facility Mortgage Documents) or, in the case of such prepayment, such prepayment of rent has actually been delivered to such new owner or superior lessor or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice of the Facility Mortgage and the identity and address of the Facility Mortgagee; this Lease or (ivd) liable for obligated to perform any security deposit repairs or other collateral deposited or delivered work beyond Landlord's obligations under this Lease. Tenaxx xxxees, upon request by and without cost to the Successor Landlord, to promptly execute and deliver to the Successor Landlord pursuant such instrument(s) as may be reasonably required to this Master Lease unless evidence such security deposit or other collateral has actually been delivered to such new owner or superior lessorattornment.
Appears in 1 contract
Attornment. If Landlord’s interest in the Leased Property is acquired by mortgagee or purchaser at a foreclosure sale, Tenant shall, at the election of such mortgagee or purchaser (except as may be required pursuant to any portion thereof applicable subordination, non-disturbance and attornment agreement then in effect), attorn to the transferee of or successor to Landlord’s interest therein is sold, conveyed in the Property and recognize it as Landlord under this Lease. Tenant waives the protection of any statute or terminated rule of law which gives Tenant any right to terminate this Lease or surrender possession of the Premises upon the exercise transfer of any remedy provided for Landlord’s interest. Upon such attornment, this Lease shall continue in any Facility Mortgage Documents (or in lieu of such exercise), or otherwise by operation of law: (a) at full force and effect as a direct lease between the request mortgagee and option Tenant upon all of the new owner or superior lessorterms, conditions and covenants as are set forth in this Lease, except that the case may be, Tenant shall attorn to and recognize the new owner or superior lessor as Tenant’s “landlord” under this Master Lease or enter into a new lease substantially in the form of this Master Lease with the new owner or superior lessor, and Tenant shall take such actions to confirm the foregoing within ten (10) days after request; and (b) the new owner or superior lessor mortgagee shall not (except as may be required pursuant to any applicable subordination, non-disturbance and attornment agreement then in effect) be (i) liable in any way to Tenant for any act or omission omission, neglect or default on the part of Landlord under this Master Lease occurring prior (nothing in this clause (i) being deemed to relieve any mortgagee succeeding to the interest of Landlord hereunder of its continuing obligations as landlord under this Lease from and after the date of such salesuccession), conveyance or termination; (ii) responsible for any monies owing by or on deposit with Landlord to the credit of Tenant (except to the extent any such deposit is actually received by such mortgagee), (iii) subject to any offsetcounterclaim or setoff which theretofore accrued to Tenant against Landlord, abatement or reduction of rent because of any default of Landlord under this Master Lease occurring prior to such sale, conveyance or termination; (iiiiv) bound by any previous amendment or modification of this Lease subsequent to such mortgage, or amendment to this Master Lease or by any previous prepayment of Rent for more than one (1) month’s rent, unless such modification, amendment or prepayment shall have been which was not approved in writing by the mortgagee, or bound by the representations set forth in Section 9.4, (v) liable beyond mortgagee’s interest in the Property, (vi) responsible for the performance of any work to be done by the Landlord under this Lease to render the Premises ready for occupancy by the Tenant or the payment of the TI Allowance, or (vii) required to remove any person occupying the Premises or any part thereof, except if such Facility Mortgagee (to the extent such approval was required at the time of such amendment or modification or prepayment person claims under the terms mortgagee. Notwithstanding the foregoing, for any subordination, non-disturbance and attornment agreement delivered prior to completion of Landlord’s construction-related obligations for the applicable Facility Mortgage DocumentsBuilding under Exhibit B, any such agreement shall include provisions, substantially in the form set forth in Section 4.4(a) orof Exhibit H, that recognize Tenant’s rent abatement remedies, term commencement delay remedies, off-set rights, and termination rights under Paragraphs 11.2(c), 12.2, and 12.3 of Exhibit B. Tenant agrees that any present or future mortgagee may at its option unilaterally elect to subordinate, in the case of such prepayment, such prepayment of rent has actually been delivered whole or in part and by instrument in form and substance satisfactory to such new owner mortgagee alone, the lien of its mortgagee (or superior lessor the priority of its ground lease) to some or in either case, such modification, amendment or prepayment occurred before Landlord provided Tenant with notice all provisions of the Facility Mortgage and the identity and address of the Facility Mortgagee; or (iv) liable for any security deposit or other collateral deposited or delivered to Landlord pursuant to this Master Lease unless such security deposit or other collateral has actually been delivered to such new owner or superior lessorLease.
Appears in 1 contract
Samples: TripAdvisor, Inc.
