Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property.
Appears in 5 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Shelter Properties Ii LTD Partnership), Purchase and Sale Contract (Angeles Income Properties LTD 6)
Leases. 5.4.6.1 With Borrower has delivered to Lender true and complete copies of all Leases pursuant to which any Borrower is the lessor at any of the Properties, including all modifications and amendments thereto, which are in Borrower’s possession. Except for Borrower or affiliates of Borrower occupying all or any part of any Property, no person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases or Permitted Encumbrances. The Rent Roll is accurate and complete in all material respects, and the applicable Borrower that owns the Property covered by each Lease on the Rent Roll is the lessor under such Lease. Except as indicated on the Rent Roll or Exception Report, no security deposits are being held by Borrower (including bonds or letters of credit being held in lieu of cash security deposits) and no Tenant or other party has any option, right of first refusal or similar preferential right to purchase all or any portion of any Property. Subject to the provisions of Section 4.7(a) and except as set forth in the Exception Report, upon foreclosure on any Property, with respect to each PropertyLease at such Property either (i) Lender shall automatically succeed to the rights and obligations of the landlord under such Leases (ii) or such Leases may be terminated in accordance with any early termination provisions within such Lease. Lender agrees, all collected rent (whether fixed monthly rentalsat Borrower’s sole cost and expense, additional rentalsto provide a subordination, escalation rentals, retroactive rentals, operating cost passattornment and non-throughs or other sums disturbance agreement in form and charges substance reasonably acceptable to Lender if expressly required pursuant to any Lease. No material amounts are payable by Tenants Borrower to any Tenant under the Leases), income a Lease (other than in connection with common area maintenance and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (aother routine reconciliations) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, Tenant has the right to continue require Borrower to perform or commence legal actions finance any Material Alterations or proceedings against improvements to the space covered by its Lease. Notwithstanding any Tenant provision contained in this Agreement to the contrary, Leases may contain (and the delivery same shall be expressly permitted hereunder without notice to or the consent of Lender, except to the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller extent required pursuant to this sentence shall not obligate Purchaser Section 4.7(b)) the rights of tenants to terminate any Tenant Lease with an existing Tenantreceive reimbursement, file any formal actions contribution or proceedingsallowance by landlord for tenant improvements or rent concessions or abatements, or evict any existing Tenant from a Propertyin each case as set forth in the Exception Report.
Appears in 4 contracts
Samples: Loan Agreement (Sears Holdings Corp), Loan Agreement, Loan Agreement (Sears Holdings Corp)
Leases. 5.4.6.1 With Lender is authorized to foreclose this Deed of Trust subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights will not be, nor be asserted by Borrower to be, a defense to any proceedings instituted by Lender to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property. Unless otherwise agreed by Xxxxxx in writing, all leases and tenancies of the Mortgaged Property executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Deed of Trust, but superior to any other lien on the Mortgaged Property and such leases and tenancies shall contain an attornment provision pursuant to which the tenant agrees to attorn to the successful bidder at the foreclosure sale of this Deed of Trust at the option of such successful bidder. Additionally, from time to time Xxxxxx may execute and record among the land records of the jurisdiction where this Deed of Trust is recorded, subordination statements with respect to each Propertysuch of said leases as Lender may designate, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable whereby the leases so designated by Tenants under Lender will be made superior to the Leases), income and expenses from any portion lien of a Property shall be prorated as this Deed of the Closing DateTrust. Purchaser shall receive all collected rent and income attributable to dates from From and after the Closing Date. Each Seller recordation of such subordination statements, the leases therein referred to shall receive all collected rent and income attributable to dates prior be superior to the Closing Datelien of this Deed of Trust and shall not be affected by any foreclosure hereof. Notwithstanding the foregoing, no prorations All such leases and tenancies shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in contain a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents provision to the payment effect that the tenant recognizes the right of Lender to effect such subordination of this Deed of Trust and consents thereto. Further, all current obligations owing such leases and tenancies shall contain a provision obligating the tenant to Purchaser under the applicable Lease, and only then to Uncollected Rents due attorn to the applicable Seller. Purchaser agrees to xxxx Tenants of Lender or the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for successful bidder at a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to foreclosure sale following such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertyforeclosure sale.
Appears in 3 contracts
Samples: Security Agreement and Fixture Filing (Kilroy Realty, L.P.), Security Agreement and Fixture Filing (Kilroy Realty, L.P.), Security Agreement and Fixture Filing (Kilroy Realty, L.P.)
Leases. 5.4.6.1 With respect to each PropertyThe Premises contains 299 apartment units including the two (2) office spaces. The Rent Roll is a true, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums correct and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if anycomplete list, as of the Closing Date (date thereof, of all Existing Leases affecting the foregoing (a) Premises; the expiration dates of the Existing Leases; the rents payable by tenants thereunder; and (b) referred security deposits made by tenants and held by Seller, and tenant's portion of any accrued interest thereon, if required by applicable law. No tenant has any unilateral right or option to herein renew or extend the term of its lease except as otherwise disclosed in the "Uncollected Rents")Rent Roll. In adjusting for Uncollected RentsThere are no sums to be credited to any tenant or any set-offs against rent which may be claimed by any tenant by reason of any alterations, pre-paid rent, rental allowances, repairs, free rent, or otherwise pursuant to any written agreement between such tenant and Seller, except as otherwise disclosed in the Rent Roll. Any payments due to any tenant under any Existing Lease have been made. Except as disclosed on EXHIBIT D, no adjustments shall be made in brokers or other intermediaries are entitled to receive any leasing, brokerage or other compensation out of or with respect to rents accruing under any Existing Leases pursuant to a written agreement between such brokers or other intermediaries and Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then no future Leases will make provision therefor. All obligations of Seller as landlord pursuant to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoingLeases, including, without limitationlimitation thereto, decorating and alteration work, which shall have accrued at or prior to Closing will have been performed by Seller at or prior to Closing. No apartment is being rented free to any person except as shown on the delivery to each Rent Roll. Copies of all Existing Leases, together with any modifications or amendments thereto are available for review during the Feasibility Period by Buyer at the Premises. To the best of Seller's knowledge, within seven all Existing Leases are in full force and effect, except as otherwise disclosed in the Rent Roll. The provisions of this subparagraph (7a) days after a written requestshall survive Closing until October 1, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property1996.
Appears in 3 contracts
Samples: Agreement of Sale (Clover Income Properties L P), Agreement of Sale (Clover Income Properties Iii Lp), Agreement of Sale (Clover Income Properties Ii L P)
Leases. 5.4.6.1 With respect (a) Prior to each execution of any Leases of space in the Improvements after the date hereof, Grantor shall submit to Beneficiary, for Beneficiary's prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Grantor plans to use in leasing space in the Improvements or at the Trust Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs but only to the extent such form is materially adversely modified from the form submitted to Beneficiary at or other sums and charges payable prior to the date hereof. No further submittals of the form Lease shall be required unless the form is materially adversely modified from the form most recently approved by Tenants under Beneficiary. All such Leases of space in the Leases), income and expenses from any portion of a Improvements or at the Trust Property shall be prorated as on terms consistent with the terms for similar leases in the market area of the Closing DatePremises, shall provide for free rent only if the same is consistent with prevailing market conditions, and shall provide for market rents then prevailing in the market area of the Premises, and shall be for a term of not less than three (3) months or greater than one (1) year. Purchaser Such Leases shall receive also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Grantor shall also submit to Beneficiary for Beneficiary's approval, which approval shall not be unreasonably withheld, any proposed material adverse modification of the form Lease of the Improvements. Grantor shall not execute any Lease for all collected rent or a substantial portion of the Trust Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and income attributable shall at all times promptly and faithfully perform, or cause to dates from be performed, all of the covenants, conditions and after the Closing Date. Each Seller shall receive agreements contained in all collected rent and income attributable to dates prior Leases with respect to the Closing Date. Notwithstanding Trust Property, now or hereafter existing, on the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as part of the Closing Datelandlord, lessor or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) licensor thereunder to be kept and (b) referred performed. Grantor shall furnish to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each SellerBeneficiary, within seven thirty (730) days after a written requestrequest by Beneficiary to do so, but in any event by January 1 of any relevant books each year, a current Rent Roll, certified by Grantor as being true and records (includingcorrect, without limitation, rent statements, receipted bills and copies containing the names of tenant checks used in payment of such rent)all Tenants with respect to the Trust Property, the execution terms of any and all consents or other documentstheir respective Leases, the spaces occupied and the undertaking rentals or fees payable thereunder and the amount of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchasereach Tenant's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertysecurity deposit.
Appears in 3 contracts
Samples: Deed of Trust and Security Agreement (Cornerstone Realty Income Trust Inc), Trust and Security Agreement (Cornerstone Realty Income Trust Inc), Trust and Security Agreement (Cornerstone Realty Income Trust Inc)
Leases. 5.4.6.1 With respect During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to each Propertythe provisions of Section 8.3 hereof, Seller shall administer and timely perform all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants of its obligations under the Leases), income shall not commit any default under the Leases and expenses from shall use commercially reasonable efforts to cause any portion default by any Tenant under the Leases to be cured prior to the expiration of a Property shall be prorated as of the Investigation Period (but in no event later than the Closing Date). Purchaser shall receive all collected rent Furthermore, during the time period commencing upon the Effective Date and income attributable to dates from and after terminating on the Closing Date. Each or the earlier termination of this Agreement, as applicable, Seller shall receive all collected rent not renew, extend, amend or modify any of the Leases without the prior written consent of Buyer in each instance, which consent shall be given or withheld in Buyer’s sole discretion. Furthermore, during the time period commencing upon the Effective Date and income attributable to dates prior to terminating on the Closing Date. Notwithstanding or the foregoingearlier termination of this Agreement, no prorations as applicable, Seller shall not enter into any new Lease (each, a “Proposed New Lease”), without the prior written consent of Buyer in each instance, which consent shall be made given or withheld in relation Buyer’s sole discretion. In the event Seller desires to either (a) non-delinquent rents which have not been collected as enter into a Proposed New Lease, Seller shall deliver to Buyer a copy of the Closing Date, or (b) delinquent rents existing, if any, as Proposed New Lease for Buyer’s review in accordance with the provisions of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"this Section 5.1(c). In adjusting for Uncollected Rents, no adjustments Buyer shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six five (65) months after Business Days following the Closing Date, but not the obligation, in its own name, receipt of such Proposed New Lease to demand payment of review and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue approve or commence legal actions or proceedings against any Tenant and the delivery disapprove of the same. Prior to the expiration of such five (5) Business Day period, Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the event Buyer fails to timely deliver such written notice of approval or disapproval within such five (5) Business Day period, then Buyer shall be deemed to have approved such Proposed New Lease. All Proposed New Leases Assignment which are approved by Buyer pursuant to the provisions of this Section 5.1(c), and which are subsequently entered into and executed by Seller, shall not be deemed to constitute a waiver “New Lease” for purposes of this Agreement. All references in this Agreement to the “Leases” shall mean and include any New Leases entered into by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts and approved (or deemed approved) by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller Buyer pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertySection 5.1(c).
Appears in 3 contracts
Samples: Purchase and Sale Agreement and Joint Escrow Instructions (Pacific Office Properties Trust, Inc.), Purchase and Sale Agreement and Joint Escrow Instructions (Pacific Office Properties Trust, Inc.), Purchase and Contribution Agreement and Joint Escrow Instructions (Pacific Office Properties Trust, Inc.)
Leases. 5.4.6.1 With respect During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to each Propertythe provisions of Section 8.3 hereof, Seller shall administer and timely perform all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums of its obligations under the Leases and charges payable by Tenants shall not commit any default under the Leases), income and expenses from any portion . In the event of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each tenant default under a Lease, Seller shall receive all collected rent use commercially reasonable efforts to enforce the terms and income attributable to dates conditions of such Lease. Furthermore, during the time period commencing upon the Effective Date and terminating upon the date that is three (3) Business Days prior to the Closing Dateexpiration of the Investigation Period, Seller shall have the right to renew, extend, amend or modify any of the Leases, enter into any new Lease or enter into any leasing commission arrangement in connection with such new Lease (each, a “Proposed New Lease”), in the ordinary course of business of Seller and without the consent of Buyer. Notwithstanding the foregoing, in the event Seller enters into a Proposed New Lease on or before the date that is three (3) Business Days prior to expiration of the Investigation Period, Seller shall provide Buyer with a copy of such Proposed New Lease within three (3) Business Days after entering into such Proposed New Lease, but in no prorations event later than three (3) Business Days prior to the expiration of the Investigation Period, and Buyer shall have until the expiration of the Investigation Period to review and approve or disapprove any such Proposed New Lease as if the same had been provided to Buyer pursuant to Section 4.1(a) hereof. In connection with the foregoing, in the event Buyer delivers Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, Buyer shall be made in relation deemed to either have approved such Proposed New Lease. During the time period commencing upon the date that is three (a3) non-delinquent rents which have not been collected as Business Days prior to the expiration of the Investigation Period and terminating on the Closing Date, or (b) delinquent rents existing, if anythe earlier termination of this Agreement, as applicable, Seller shall not renew, extend, amend or modify any of the Closing Date Commercial Leases or enter into any Proposed New Lease without the prior written consent of Buyer in each instance, which consent shall be given or withheld in Buyer’s sole discretion. In the event Seller desires to enter into a Proposed New Lease after the date that is three (3) Business Days prior to the foregoing (a) and (b) referred expiration of the Investigation Period, Seller shall deliver to herein as Buyer a copy of the "Uncollected Rents"Proposed New Lease for Buyer’s review in accordance with the provisions of this Section 5.1(c). In adjusting for Uncollected Rents, no adjustments Buyer shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six five (65) months after Business Days following the Closing Datereceipt of such Proposed New Lease for Buyer to review and approve or disapprove of the same. Prior to the expiration of such five (5) Business Day period, but not Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the obligationevent Buyer fails to timely deliver to Seller such written notice of approval or disapproval within such five (5) Business Day period, in its own namethen Buyer shall be deemed to have disapproved such Proposed New Lease. All Proposed New Leases which are approved by Buyer pursuant to the provisions of this Section 5.1(c), and which are subsequently entered into and executed by Seller, shall be deemed to demand payment of constitute separately a “New Lease” and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitationcollectively, the right “New Leases”) for purposes of this Agreement. All references in this Agreement to continue or commence legal actions or proceedings against the “Leases” shall mean and include any Tenant New Leases entered into by Seller and the delivery of the Leases Assignment shall not constitute a waiver approved by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller Buyer pursuant to this sentence shall not obligate Purchaser Section 5.1(c). Prior to terminate any Tenant Lease the expiration of the Inspection Period, Seller may lease space in the ordinary course of business and otherwise deal with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyTenants in the ordinary course of business.
Appears in 3 contracts
Samples: Purchase and Sale Agreement (Excel Trust, Inc.), Purchase and Sale Agreement (Excel Trust, Inc.), Purchase and Sale Agreement (Excel Trust, Inc.)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to Purchaser’s reasonable third-party costs of such collection, and third to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii), Purchase and Sale Contract (Century Properties Fund Xix)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate reasonably with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs pass‑throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent non‑delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. From and after the Closing, all rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of the Property shall be first applied to current rent owed to Purchaser (including delinquent rent owed to Purchaser after Closing), then to delinquent rents owed to Seller for periods prior to Closing. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Consolidated Capital Growth Fund), Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx bxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp), Purchase and Sale Contract (Davidson Income Real Estate Lp)
Leases. 5.4.6.1 With respect to each Property, Seller shall perform all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants obligations of landlord under the Leases), income Leases and expenses from any portion of a Property shall be prorated as of enforce the Closing DateLeases against the Tenants thereunder in accordance with their respective terms. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable have the right to dates continue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business and, shall keep Purchaser reasonably informed as to the status of leasing prior to the Closing Date. Notwithstanding Seller shall not, from and after the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as date hereof undertake any of the Closing Datefollowing without the prior written consent of Purchaser, which consent may be withheld in Purchaser’s sole discretion: (i) modify, renew (except pursuant to the exercise by a Tenant of a renewal, extension or expansion option contained in such Tenant’s Lease, and in accordance with the terms of such Tenant’s Lease, which shall not require the prior written approval of Purchaser), grant any material consent or waive any material rights under the Leases, (ii) exercise any remedy under any Lease, including without limitation to terminate a Lease, (iii) enter into a New Lease, or (biv) delinquent rents existingaccept a surrender or consent to the termination or cancellation of any Lease by the Tenant thereunder, except to the extent landlord is obligated to do so in accordance with the terms of such Lease or as required by law. Notwithstanding the foregoing clause (i)-(iv), Seller may enter into the lease amendments and New Leases set forth on Schedule 7.4 (with the costs of such transactions paid by Purchaser pursuant to Section 3.2.7(2)). In the event that Purchaser fails to respond to a written request for approval made at any time during the term of this Agreement within five (5) Business Days after receipt of the request therefor together with a summary of lease terms in reasonable detail, a statement as to the brokerage commission, if any, as payable in connection therewith and credit information on the proposed Tenant, if the intended action is the execution of a new tenant lease, the request shall be deemed approved. If Purchaser approves or is deemed to approve of Seller’s entering into a New Lease and such lease is thereafter fully executed, then any Leasing Costs incurred in connection with such New Lease shall be the responsibility of Purchaser and shall be apportioned at the Closing in accordance with the provisions of Section 3.2.7. Upon Seller’s execution and delivery of any such lease approved by Purchaser, the same shall be deemed to be a New Lease for all purposes under this Agreement. Seller shall diligently, to the extent commercially practicable, perform all of the Closing Date (the foregoing (a) Tenant Improvement Work and (b) referred shall cause all such Tenant Improvement Work to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents completed as and when collected required by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such SellerLeases; provided, however, that, in the event that Purchaser's obligation date for completion of such Tenant Improvement Work is later than the Closing Date, Seller shall complete as much of the Tenant Improvement Work as is necessary to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any ensure that the remaining Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyImprovement Work can reasonably be completed following the Closing Date by the date required under the applicable Lease.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Digital Realty Trust, Inc.), Purchase and Sale Agreement (Digital Realty Trust, Inc.)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant (but not the right to terminate any Lease or evict any Tenant) and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or within 90 days after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties), Purchase and Sale Contract (Consolidated Capital Growth Fund)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 2), Purchase and Sale Contract (Century Properties Fund Xiv)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 2. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards rent due and owing under the Leases after Closing, second, to Purchaser's reasonable third-party costs of such collection, and third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to terminate any Leases after Closing or evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 2 contracts
Samples: Purchase and Sale Contract, Purchase and Sale Contract (Oxford Residential Properties I LTD Partnership)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) nonBorrower shall furnish Lender with executed copies of all Major Leases, together with a detailed breakdown of income and cost associated therewith. All Leases executed after the date hereof and renewals or amendments of Leases after the date hereof must be entered into on an arms-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) length basis with Tenants whose identity and (b) referred to herein as the "Uncollected Rents"). In adjusting creditworthiness are appropriate for Uncollected Rents, no adjustments shall be made tenancy in a Seller's favor for rents which have accrued property of comparable quality and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due nature to the applicable Seller. Purchaser agrees Mortgaged Property, must provide for rental rates and other economic terms which, taken as a whole, are at least equivalent to xxxx Tenants of then-existing market rates, based on the Properties for all Uncollected Rents applicable market, and must contain terms and conditions that are commercially reasonable (in each case, unless Lender consents to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, such Lease in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rentsole discretion), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence the foregoing limitations and consent rights shall not obligate Purchaser apply to terminate any Tenant Lease with an existing Tenant, file any formal actions renewal or proceedings, or evict amendment of any existing Tenant Lease which Borrower or TRS Lessee is obligated to execute and deliver after the date hereof in accordance with the terms and conditions of such existing Lease, in each case, to the extent the terms of such renewal or amendment are dictated by the provisions of such existing Lease. All new Leases must provide that they are subject and subordinate to any current or future mortgage financing on the Mortgaged Properties and that the Tenants agree to attorn to any foreclosing mortgagee at such mortgagee’s request, provided that the foregoing subordination and attornment obligations may be conditioned upon the receipt from Lender of a Propertysubordination, non-disturbance and attornment agreement substantially in the form attached hereto as Exhibit B and with such changes as may be commercially reasonably requested by Tenant. To the extent any such Tenant’s subordination and attornment obligations under any such new Lease are conditioned on the receipt of a subordination, non-disturbance and attornment agreement from Lender, Borrower shall pay all reasonable, out-of-pocket costs and expenses (including attorney’s fees) of Lender incurred in connection with the preparation, negotiation, execution and delivery of such subordination, non-disturbance and attornment agreement.
Appears in 1 contract
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, with respect to the rebilling contract for the Property, Seller shall receive a credit at Closing equal to the one month average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, plus a credit for the prorated portion of the month of Closing, less a 5% discount on such amount. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued all Uncollected Rents as and when actually collected by Purchaserafter Closing on or before 90 days after Closing. For a period of 90 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to Purchaser’s reasonable third-party costs of such collection, and third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to reasonably cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to reasonably cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (National Property Investors 6)
Leases. 5.4.6.1 (a) With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, or retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the ClosingClosing Date, but Purchaser and/or New Property Manager shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx bill Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected RentsRents and shall turn over the xxxx to each Seller promptly after such collection. After the Closing, each Seller shall continue to have the no right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed (except to such Seller by any Tenant, which right shall include, without limitation, the right to continue extent Purchaser or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect New Property Manager has collected such Uncollected Rents and but has not paid the same to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property).
Appears in 1 contract
Samples: Agreement for Purchase and Sale and Escrow Instructions (Consolidated Capital Properties Iv)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected RentsRents without obligation to incur out-of-pocket costs or to terminate any Tenant Lease with an existing Tenant or evict any Tenant from the Property. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided, however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a Propertythe Property or to incur any costs not paid by Seller. Notwithstanding anything in this provision to the contrary but subject to Seller’ right to demand payment of and to collect Uncollected Rents in accordance with this Section, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 60 days past due and Purchaser's collection of rents shall be applied, first, towards current rent due from and after Closing and owing under the Leases, and, second, to Uncollected Rents.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of each Seller shall be limited to actions seeking monetary damages and, in no event, shall any Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Diversified Real Estate Ii Limited Partnership)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp)
Leases. 5.4.6.1 With respect During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to each Propertythe provisions of Section 8.3 hereof, Seller shall administer and timely perform in all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums material respects all of its obligations under the Leases and charges payable by Tenants shall not commit any knowing and intentional default under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation Seller shall not be deemed to cooperate with a be in default under this Section 5.1(c) for any default by Landlord identified in an Estoppel Certificate delivered to Buyer by Seller pursuant to Section 5.1(h) hereof, the approval or disapproval of which shall be governed by the provisions of Section 5.1(h)(ii) below. Furthermore, during the time period commencing upon the Effective Date and terminating upon the date that is five (5) Business Days prior to the expiration of the Investigation Period, Seller shall have the right to renew, extend, amend or modify any of the Leases or License Agreements or enter into any new lease or license agreement (each renewal, extension, amendment, modification of a Lease or License Agreement or new lease or license agreement being collectively defined herein as a “Proposed New Lease”), in the ordinary course of business of Seller and without the consent of Buyer; provided, however, that Seller agrees to keep Buyer reasonably informed of all leasing activities at the Property including, without limitation, providing Buyer with a copy of all final executed letters of intent and final executed lease agreements with respect to each Proposed New Lease. Without limiting the foregoing, in the event Seller enters into a Proposed New Lease on or before the date that is five (5) Business Days prior to the expiration of the Investigation Period, Seller shall provide Buyer with a copy of such Proposed New Lease within three (3) Business Days after entering into such Proposed New Lease, but in no event later than five (5) Business Days prior to the expiration of the Investigation Period, and Buyer shall have until the expiration of the Investigation Period to review and approve or disapprove any such Proposed New Lease as if the same had been provided to Buyer pursuant to Section 4.1(a) hereof. In connection with the foregoing, in the event Buyer delivers Buyer’s Election Not to Terminate pursuant to Section 4.3 hereof, Buyer shall be deemed to have approved such Proposed New Lease provided by Seller to Buyer pursuant to this sentence Section 5.1(c). During the time period commencing upon the date that is five (5) Business Days prior to the expiration of the Investigation Period and terminating on the Closing or the earlier termination of this Agreement, as applicable, Seller shall not obligate Purchaser enter into any Proposed New Lease without the prior written consent of Buyer in each instance, which consent shall be given or withheld in Buyer’s sole discretion. In the event Seller desires to terminate enter into a Proposed New Lease after the date that is five (5) Business Days prior to the expiration of the Investigation Period, Seller shall deliver to Buyer a final unexecuted copy of the Proposed New Lease for Buyer’s review in accordance with the provisions of this Section 5.1(c). Buyer shall have a period of five (5) Business Days following the receipt of such Proposed New Lease for Buyer to review and approve or disapprove of the same. Prior to the expiration of such five (5) Business Day period, Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the event Buyer fails to timely deliver to Seller such written notice of approval or disapproval within such five (5) Business Day period, then Buyer shall be deemed to have disapproved such Proposed New Lease. All Proposed New Leases which are entered into and executed by Seller (and approved by Buyer pursuant to the provisions of this Section 5.1(c) as and if required) and which do not constitute a License Agreement, shall be deemed to constitute separately a “New Lease” and collectively, the “New Leases” for purposes of this Agreement. All references in this Agreement to the “Leases” shall mean and include any Tenant Lease New Leases entered into by Seller (and approved by Buyer as and if required) pursuant to and in accordance with an existing Tenantthis Section 5.1(c) hereof. All Proposed New Leases which are entered into and executed by Seller (and approved by Buyer pursuant to the provisions of this Section 5.1(c) as and if required) and which do constitute a License Agreement, file any formal actions or proceedingsshall be deemed to constitute separately a “New License Agreement” and collectively, or evict any existing Tenant from a Propertythe “New License Agreements” for purposes of this Agreement.
Appears in 1 contract
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to Purchaser’s reasonable third-party costs of such collection, and third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xiv)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“ Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Leases. 5.4.6.1 With respect During the Contract Period, prior to each the execution of any new leases for the Property or the renewal, extension or expansion of any existing Leases for the Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under Seller shall give notice of its intent to do so to Purchaser at the Leases), income and expenses from any portion of addresses set forth in Section 19 hereof. Such notice shall include a Property shall be prorated as copy of the Closing Dateproposed lease to the extent the same exists and a description of the amount of space involved, the length of the lease term, the proposed rent and the amount of any leasing commission, tenant improvement costs and other tenant allowances (collectively, the “New Lease Notice”). Purchaser shall receive all collected rent and income attributable have five (5) Business Days after receipt of such New Lease Notice to dates from and after the Closing Date. Each notify Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as writing of the Closing Date, or (b) delinquent rents existingits objections, if any, to any such proposed lease or extension, renewal or expansion of any existing Lease. Seller shall not enter into any new lease or renewal, extension or expansion of an existing Lease without Purchaser’s approval, such approval not to be unreasonably withheld, conditioned or delayed. Notwithstanding any contrary provision in this Agreement, Purchaser shall not have the right to approve renewals, extensions or expansions of existing Leases evidencing or reflecting the exercise by tenants of any rights or options, the terms of which are fixed or determinable as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Effective Date, but not the obligationunder existing Leases (each, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue a “Fixed Renewal or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven Expansion”) (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation Seller shall remain obligated to cooperate timely provide Purchaser with a copy of a New Lease Notice for the same). In the case of the exception specified in the immediately preceding sentence, provided Seller pursuant to this sentence shall not obligate has timely provided Purchaser to terminate any Tenant with a New Lease with Notice, Seller may enter into the proposed renewal, extension or expansion of an existing TenantLease without Purchaser’s approval or deemed approval. Nothing in this Agreement shall be interpreted to require Seller to lease any additional space in the Property, file any formal actions as a condition to the sale of the Property. All leases or proceedings, or evict any existing Tenant from a Propertyamendments thereto executed in accordance with this Section 7(d) shall also be deemed “Leases” for all purposes of this Agreement.
Appears in 1 contract
Samples: Sale Agreement (Wheeler Real Estate Investment Trust, Inc.)
Leases. 5.4.6.1 With respect Any Rents which constitute Advance Rents Reserve Deposits shall be deposited into the Advance Rents Reserve Sub-Account to each Propertybe applied in accordance with the Cash Management Agreement. The Borrowers, at Lender’s request, shall furnish Lender with executed copies of all collected rent Leases hereafter made. Each new Lease, other than (whether fixed monthly rentalsx) the addition of new sites pursuant to existing master Leases, additional rentals(y) new Leases in the form of existing Leases with the same tenants, escalation rentalsor (z) Governmental Leases, retroactive rentalsshall specifically provide that such Lease (i) is subordinate to the Deeds of Trust, operating cost pass-throughs or other sums and charges payable by Tenants provided that Lender agrees not to disturb the applicable Tenant’s possession for so long as Tenant is not in default under the Leases), income and expenses from any portion of a Property shall be prorated as terms of the Closing Date. Purchaser applicable lease (as evidenced by an agreement substantially in the form of Exhibit E-1; (ii) that the tenant attorns to Lender; (iii) that the attornment of the tenant shall receive all collected rent not be terminated by foreclosure; and income attributable (iv) that in no event shall Lender, as holder of the Deeds of Trust or as successor landlord, be liable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates tenant for any act or omission of any prior landlord or for any liability or obligation of any prior landlord occurring prior to the Closing Datedate that Lender or any subsequent owner acquires title to the Site. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of On the Closing Date (the foregoing (a) and (b) referred to herein at such other times as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as required by applicable law (including upon replacement of the ClosingManager) or upon the request of a Tenant, but Purchaser Lender shall pay execute a power of attorney (in the form of Exhibit F) enabling Manager (on behalf of Lender) to such Seller such accrued Uncollected Rents execute an agreement (an “SNDA”) providing that Lender agrees not to disturb the applicable tenant’s possession for so long as and when collected by Purchasertenant is not in default under the terms of the applicable lease, after first applying collected rents substantially in one of the forms described in Exhibit E-2 (with the appropriate information completed therein) without any material changes being made to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertyform.
Appears in 1 contract
Samples: Loan and Security Agreement (Sba Communications Corp)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs through(s) or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Notwithstanding the foregoing, no prorations proration(s) shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second to Purchaser’s reasonable third-party costs of such collection, and, third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Properties Iv)
Leases. 5.4.6.1 With respect From and after the Effective Date, Seller shall not execute or commit to each enter into (i) any new Lease affecting the Property, all collected rent or (whether fixed monthly rentalsii) any termination, additional rentalsmodification, escalation rentalsamendment or renewal of the Leases except as required pursuant to existing provisions of the Leases (each, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leasesa “New Lease”), income without Purchaser’s prior written approval, which approval may be withheld in Purchaser’s sole discretion. If Seller desires to negotiate the terms of and/or enter into a New Lease following the Effective Date, Seller shall, prior to executing any New Lease, promptly provide Purchaser with written documentation reflecting the proposed terms and expenses from conditions of any portion New Lease and shall permit Purchaser to provide its input thereon. Prior to execution of a Property any New Lease, Seller shall be prorated as deliver written notice to Purchaser requesting Purchaser’s approval thereof and providing therewith the most current draft of the Closing Dateproposed New Lease. Seller also agrees to provide, prior to the execution of such New Lease, any other information concerning the New Lease and proposed tenant which Purchaser reasonably requests. Purchaser shall receive all collected rent and income attributable respond to dates from and Seller’s request for approval of the New Lease transaction within two (2) Business Days after the Closing Datedelivery of Seller’s notice requesting such consent. Each Unless Purchaser shall deliver written notice to Seller disapproving the proposed New Lease within such 2 Business Day period, Purchaser shall be deemed to have disapproved such New Lease transaction for all purposes of this Agreement and Seller shall receive all collected rent not proceed to consummate such New Lease. At Closing, any sums expended by Seller for leasing commissions or tenant improvements completed after the expiration of the Feasibility Period and income attributable which are approved or deemed approved by Purchaser pursuant to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations this Agreement in connection with any New Lease shall be made in relation apportioned between Seller and Purchaser based upon the term of such New Lease for which such sums were expended. If the term of a New Lease is to either (a) non-delinquent rents which have not been collected as of commence after the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as date of the Closing, but Purchaser Seller shall pay to such be credited in full at Closing for the sums expended by Seller such accrued Uncollected Rents as and when collected by Purchaser, for leasing commissions paid or tenant improvements completed after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants expiration of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller Feasibility Period made in connection with all efforts such New Lease and which is approved or deemed approved by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller Purchaser pursuant to this sentence Agreement. Purchaser acknowledges and agrees that (A) Purchaser has been provided with a fully-executed copy of that that certain Lease dated November 20, 2007 (the “Xxxx Lease”), by and between Seller, as landlord, and XXXXXXXXXX ENTERPRISES, INC., a Colorado corporation d/b/a Xxxx Laser & Skin Care, as tenant, (B) Purchaser hereby approves the Xxxx Lease and (C) the Xxxx Lease shall not obligate Purchaser to terminate any Tenant be a New Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertyfor purposes of this Agreement.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents Purchaser pursuant to the payment provisions of all current obligations owing to Purchaser under the applicable Leasethis Section 5.4.6.1. For a period of 90 days following Closing, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards Purchaser’s reasonable third-party costs of such collection; second, towards rent due and owing under the Leases for the month in which Closing occurs; third, to rents due and owing under the Leases for periods after the month in which Closing occurs; and fourth, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (HCW Pension Real Estate Fund LTD Partnership)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums Between the date hereof and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, without first obtaining Buyer’s written consent, which consent shall not be unreasonably withheld during the Due Diligence Period but may be withheld in Buyer’s sole and absolute discretion thereafter, Seller will not (i) terminate or modify existing Leases; or (bii) delinquent rents existingenter into any new leases or grant additional renewal rights to any tenant. If, during the term of this Agreement, Seller desires to take any of the actions set forth in (i) or (ii) above, Seller shall provide written notice of such matter to Buyer, together with a copy of the proposed lease or lease modification (and, if anyapplicable, as a disclosure of the Closing Date Leasing Costs (defined below)), and Buyer shall have five (5) days in which to respond to Seller in writing whether Buyer is granting or withholding consent to such matter. If Buyer withholds consent to such matter Buyer shall concurrently with delivery of the foregoing (a) and (b) referred aforementioned written notice, provide Seller with a detailed written explanation as to herein why Buyer is withholding its consent. Buyer’s failure to provide timely written notice to Seller as set forth in the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments second preceding sentence shall be made deemed Buyer’s consent to such matter during the Due Diligence Period, or if requested after the Due Diligence Period, the same shall be deemed disapproved by Buyer. If Buyer consents to any of the actions set forth in a Seller's favor (ii) above and proceeds to close Escrow, Buyer shall (A) reimburse Seller for rents the reasonable out of pocket costs and expenses paid by Seller in connection with such Lease, including, but not limited to, brokerage commissions, tenant improvement allowances, costs associated with tenant improvements, reasonable attorneys’ fees and costs, and any other third party costs and expenses (collectively “Leasing Costs”), (B) assume the responsibility for the payment of Leasing Costs for such lease which have accrued and are unpaid as of the Closing; and (C) indemnify, but Purchaser shall pay to such defend, protect and hold Seller such accrued Uncollected Rents as harmless from and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents claims, responsibility, liability, costs, loss, damage, expenses or other documents, and causes of action arising from the undertaking Leasing Costs for such lease which are unpaid as of any act reasonably necessary for the collection of such Uncollected Rents by such SellerClosing; provided, however, however that Purchaser's obligation in each such instance such Leasing Costs were disclosed in writing to cooperate Buyer concurrently with a Seller pursuant to such approval request. The provisions of this sentence Section 7.3.2 shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions survive the Closing or proceedings, or evict any existing Tenant from a Propertybe reflected in the Assignment and Assumption of Leases.
Appears in 1 contract
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment as provided hereinbelow. For a period of all current obligations owing to Purchaser under the applicable Lease180 days following Closing, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to any past-due rents attributed to periods following the Closing, third, to Purchaser’s reasonable third-party costs of such collection, and fourth, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)
Leases. 5.4.6.1 With respect Seller shall have the right to each Propertycontinue to offer the Property for lease in the same manner as prior hereto pursuant to its normal course of business. Prior to the expiration of the Due Diligence Period, Seller shall give Buyer at least three business days’ written notice of all collected rent new leases and material modifications of existing Leases entered into during the Due Diligence Period; Seller shall consider in good faith any comments received by Buyer (whether fixed monthly rentalsbut shall have no obligation to implement the same) and Seller shall not enter into any such new lease or material modification unless it believes in good faith the same is an arm’s-length transaction substantially on market (or better for the landlord) terms. After the expiration of the Due Diligence Period, additional rentalsSeller shall not enter into any new leases or material modifications of existing Leases without the consent of Buyer, escalation rentalswhich consent may be withheld in Buyer’s sole discretion. Buyer shall notify Seller in writing within five (5) days of Buyer’s receipt of the proposed lease terms of any objections thereto, retroactive rentalsor Buyer shall be deemed to have approved the same. Notwithstanding anything herein to the contrary, operating cost pass-throughs or other sums and charges payable by Tenants under if the Leases)Closing occurs, income Buyer shall bear all costs and expenses from related to any portion new leases or modifications, extensions, expansions, options or renewals of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and existing Leases entered into after the Closing Date. Each Seller shall receive all collected date hereof (including tenant improvement costs and leasing commissions, but excluding free rent and income attributable allocable to dates any period prior to the Closing Date. Notwithstanding ) and, without limitation on the foregoing, no the prorations at Closing shall be made in relation include an appropriate credit to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate consistent with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property.
Appears in 1 contract
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-non- delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“ Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. From and after the Closing, all rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of the Property shall be first applied to current rent owed to Purchaser (including delinquent rent owed to Purchaser after Closing), then to delinquent rents owed to Seller for periods prior to Closing. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant (but not the right to terminate any Lease or evict any Tenant) and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or within ninety (90) calendar days after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) calendar days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Leases. 5.4.6.1 With Other than the Leases and as expressly set forth in the Condition of Title, Seller has not entered into any leases, tenancy or occupancy agreements with respect to each the Property. Seller has not received any written notice from Lessee of any default or breach on the part of Seller as the landlord under either of the Leases nor does Seller have actual knowledge of any payment default to Seller by the Lessee. Seller has paid current all leasing and brokerage fees and commissions that have become due and payable by Seller under any brokerage agreements, with any future leasing and brokerage fees and commissions payable in connection with the renewal of the existing Leases (or the exercise of any purchase option) being the sole responsibility of Buyer. Seller has provided Buyer with complete copies of the leasing commission and brokerage agreements described on Exhibit “O”, which agreements represent the only leasing commission and brokerage agreements for future leasing and brokerage fees and commissions payable in connection with the renewal of the existing Leases (or the exercise of any purchase option) that Seller has entered into with respect to the Property (collectively, the “Leasing Commission Representation”). Seller’s obligation with respect to the Leasing Commission Representation shall survive the Close of Escrow for a period of eighteen (18) months. Except as expressly stated in the rent roll attached as Exhibit “F”, all collected rent (whether fixed monthly rentalstenant improvement obligations, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or concessions and other sums and charges payable by Tenants under tenant inducements required for the Leases), income and expenses from any portion term of a Property shall be prorated Lease to commence, have been fully paid and satisfied by Seller and no such obligations, concessions or inducements become payable in the future for the commencement date under a Lease to occur. Except as of the Closing Date. Purchaser shall receive all collected set forth in said rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if anyrolls, as of the Closing Date date of this Agreement, Seller has not received from any Lessee any written notice to cancel, renew or extend any Lease. In addition, and as more particularly described in Exhibit “F” hereof, Seller has entered into certain landlord agreements with certain of the Lessee’s lenders (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"“Landlord Agreements”). In adjusting for Uncollected Rents, no adjustments Buyer acknowledges that the Landlord Agreements shall be made in a Seller's favor for rents which have accrued and are unpaid assigned to Buyer as part of the ClosingAssignment of Leases and that Seller has met its obligation to Buyer to disclose to Buyer the existence of such Landlord Agreements, but Purchaser shall pay to the extent contemplated in each of such agreements. Notwithstanding anything to the contrary set forth above, if an Estoppel from a Lessee is obtained that contains a certification that expressly covers and validates the representations made by Seller in this Section 13(f) with respect to the Leases, then Seller’s representation with respect to such Seller such accrued Uncollected Rents as express matter or matters shall be deemed of no further force and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertyeffect.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Industrial Income Trust Inc.)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant for collection of the Uncollected Rents owed to Seller, and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided, however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenant in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following the Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, second to Purchaser’s reasonable third-party costs of such collection, and, third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of each Seller shall be limited to actions seeking monetary damages and, in no event, shall any Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to reasonably cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to reasonably cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to commence or join in any litigation, terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Shelter Properties v Limited Partnership)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. From and after the Closing, all rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of the Property shall be first applied to current rent owed to Purchaser (including delinquent rent owed to Purchaser after Closing), then to delinquent rents owed to Seller for periods prior to Closing. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided, however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Oxford Residential Properties I LTD Partnership)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller Seller, at no expense to Purchaser, in connection with all efforts by such Seller to collect such Uncollected Rents and to take all stepsreasonable steps consistent with its typical business practices, whether before or after the Closing Date, as may be necessary reasonable to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xix)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second to Purchaser’s reasonable third-party costs of such collection, and, third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Properties Iv)
Leases. 5.4.6.1 With respect The list of Existing Leases set forth in Exhibit “E” hereto is true, correct and complete in all material respects and accurately reflects any security deposits held by Seller or any Property Owner. The updated list of Leases to each Propertybe delivered at Closing pursuant to Section 15(a)(iii) shall be true, correct and complete in all collected rent (whether fixed monthly rentalsmaterial respects. There are no leases, additional rentalslicenses, escalation rentalspermits, retroactive rentalsfranchises, operating cost pass-throughs concessions or other sums occupancy agreements, written or oral, affecting the Properties, other than the Leases. The Leases are in full force and charges payable effect and have not been amended except as set forth in Exhibit “E” (as the same shall be updated as provided above). A true, correct and complete copy of the rent roll for each Property (each a “Rent Roll”) is attached hereto as Exhibit “R”. Each Rent Roll contains the name of each tenant, the rentable area of the leased premises, the expiration date of the lease term, the current minimum rent and the current billing of CAM and real estate tax charges, and such information is true and correct in all material respects as of the date of the Rent Roll. All information set forth in the Updated Rent Roll to be delivered by Tenants Seller to Buyer at Closing shall be true and correct in all material respects as of the date of the Updated Rent Roll. At the time of Closing, neither Seller nor any Owner shall have accepted any prepayment of rent under any of the Leases (except for rental for the current month and payments that are required to be made in advance pursuant to the terms and provisions of any Lease and advance rental payments reflected on the Closing Statement and the Updated Rent Rolls). At the time of Closing, neither Seller nor any Owner shall have entered into New Leases, or modified or terminated any of the Existing Leases subsequent to the Effective Date, except as expressly provided herein or otherwise with the consent or deemed consent of Buyer hereunder (except for a termination permitted by the terms of any such Lease, other than on account of acts or omissions of the applicable Property Owner). Seller has delivered or made available to Buyer true, correct and complete copies of the Leases (including all amendments thereto) in all material respects. A Property Owner is the landlord under each of the Leases and has not assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered any of its rights or interests under any of the Leases, other than any such encumbrances that shall be satisfied and released of record at Closing. Neither the landlord nor, to Seller’s knowledge, any tenant is in default of any of its material obligations under the Leases). Attached hereto as Exhibit “V” is a schedule of accounts receivable under the Leases, income which is true and expenses from any portion of a Property shall be prorated correct in all material respects as of the date of such schedule. All information set forth in the update to Exhibit “V” to be delivered by Seller to Buyer at Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made true and correct in relation to either (a) non-delinquent rents which have not been collected all material respects as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertydate thereof.
Appears in 1 contract
Samples: Agreement of Purchase and Sale of Ownership Interests (Pennsylvania Real Estate Investment Trust)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of each Seller shall be limited to actions seeking monetary damages and, in no event, shall any Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents attributable to dates prior to the Closing Date as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided, however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Leases. 5.4.6.1 With respect to each Property, all 5.5.6.1 All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to reasonably and in good faith cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Growth Plus Lp)
Leases. 5.4.6.1 With respect to each PropertyDuring the pendency of this Restated Agreement, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents consult with Buyer and to take reasonable actions keep Buyer apprised on a regular basis regarding the leasing activity at such Seller’s Property (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed cause its property manager and leasing agent to do the same) so that Buyer can provide input on a real-time basis as such Seller by any Tenant, which right shall leasing activity occurs. The foregoing undertaking will include, without limitation, the right providing Buyer with advance drafts of term sheets and other agreements relating to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records leasing activity (including, without limitation, rent statementsa summary of all proposed tenant inducement costs and leasing commissions being requested or proposed in connection with any such leasing activity) before sharing the same with any tenant or prospective tenant so that Buyer can be actively apprised of leasing activity at each Property as it unfolds, receipted bills and copies taking Buyer’s input into account in good faith in carrying out that leasing activity. Seller shall not enter into or consent to any Lease or Lease termination, amendment, modification, expansion, renewal, or lease assignment or sublease for any part of any Property or premises therein, without the prior written approval of Buyer, which approval (i) shall not be unreasonably withheld or delayed prior to the Investigation Period Expiration Date, and (ii) thereafter may be granted or withheld in Buyer’s sole discretion and shall extend to applying any tenant security deposits to tenant obligations under any Lease, accepting any tendered termination of any Lease, or removing any tenant, or waiving any tenant default under any Lease or enforcing any other material rights and remedies as landlord under any Lease, provided that Buyer consent is not required for Seller to enforce such other material rights and remedies as landlord under any Lease that are necessary on an emergency basis to protect the Property from imminent physical damage or any natural person from imminent injury, as long as Seller promptly notifies Buyer of the emergency situation and the enforcement actions taken by Seller. Buyer shall either approve or disapprove any proposed Lease termination, amendment, modification, expansion, renewal, or lease assignment or sublease for any part of any Property or premises therein submitted to Buyer for approval within five (5) business days of receipt of the same, together with tenant financial information and detail on any tenant improvement, leasing commission or other leasing costs to be incurred in connection therewith. Buyer’s failure to expressly approve or disapprove of any such proposed Lease termination, amendment, modification, expansion, renewal, or lease assignment or sublease for any part of any Property or premises therein within said five (5) business day period shall conclusively constitute Buyer’s approval of same prior to the Investigation Period Expiration Date and thereafter shall constitute rejection of the proposed action. Seller shall deliver to Buyer, promptly after receipt by Seller, a copy of all current written default and other material notices to and from tenants during the term of this Restated Agreement. Buyer shall, at Close of Escrow assume the obligation to pay and shall pay all Lease commissions, tenant improvement costs and other costs and expenses arising, or that shall have arisen, from or in connection with any Lease modification, amendment or lease assignment entered into with Buyer’s consent between the Original Effective Date and the Close of Escrow in accordance with this Section 7.3 and which first become due following the Close of Escrow, such obligation to survive the Close of Escrow. Notwithstanding the foregoing, Buyer’s prior written approval shall not be required for (i) Seller’s application of tenant checks used security deposits to the extent permitted under the applicable Lease in payment connection with (x) a tenant default in its obligation to pay rent first occurring after the Original Effective Date and prior to Closing and (y) the expiration of the term of the applicable lease in accordance with the terms thereof, provided tenant is not in default under such rent), lease and (ii) the execution exercise by tenant of any and all consents extension, renewal, expansion or other documents, and contraction right in accordance with the undertaking of any act reasonably necessary for applicable lease to the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation extent Seller does not have an approval or consent right with respect to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertythe same.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CIM Commercial Trust Corp)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, percentage rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the LeasesLeases (except as set forth in Section 5.4.6.2)), income and expenses from any portion of a Property shall be prorated as of the Closing DateAdjustment Time. Purchaser shall receive a credit at Closing for all collected rent and income attributable to dates from and after the Closing DateAdjustment Time. Each Seller shall receive retain all collected rent and income attributable to dates prior to the Closing DateAdjustment Time. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date Adjustment Time (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents Purchaser to the payment of all current obligations owing extent payable to Purchaser under the applicable LeaseSeller hereunder. After Closing, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected RentsRents for a period of not later than the Review Date specified in Section 5.5 below. Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases for the month in which the Closing occurs or following the month in which the Closing occurs, as applicable, but only to the extent then due and payable, and second, to periods prior to the month in which the Closing occurs. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment pursue the collection of and to collect Uncollected Rents owed to such Seller by any Tenant, ; which right shall include, without limitation, include the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of each Seller shall be limited to actions seeking monetary damages and, in no event, shall any Seller seek to evict any Tenants or terminate any Leases in any action to collect Uncollected Rents. Purchaser agrees to reasonably cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all commercially reasonable steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, including the delivery to each the applicable Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, including rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all reasonable consents or and other reasonable documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing TenantLease, file any formal actions or proceedings, xxx or evict any existing Tenant from a Property, or incur any material cost or expense.
Appears in 1 contract
Samples: Purchase and Sale Contract (DC Industrial Liquidating Trust)
Leases. 5.4.6.1 With Mortgagee is authorized to foreclose this Mortgage subject to the rights of any tenants of the Mortgaged Property, and the failure to make any such tenants parties defendant to any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Mortgagor to be, a defense to any proceedings instituted by Mortgagee to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property, or any portion thereof. Unless otherwise agreed by Mortgagee, in writing, all Space Leases executed subsequent to the date hereof, or any part thereof, shall be subordinate and inferior to the lien of this Mortgage; provided, however that (i) Mortgagee agrees to execute and deliver a Subordination, Nondisturbance and Attornment Agreement in connection with any Material Space Lease, (ii) Mortgagee agrees, upon the request of Mortgagor, to negotiate in good faith with respect to each Propertya Subordination, all collected rent Nondisturbance and Attornment Agreement in connection with any other Space Lease with respect to the Fee Site, and (whether fixed monthly rentalsiii) from time to time Mortgagee may execute and record among the land records of the jurisdiction where this Mortgage is recorded, additional rentalssubordination statements with respect to such Space Leases as Mortgagee may designate, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable whereby the Space Leases so designated by Tenants under the Leases), income and expenses from any portion of a Property Mortgagee shall be prorated as made superior to the lien of this Mortgage for the Closing Dateterm set forth in such subordination statement. Purchaser shall receive all collected rent and income attributable to dates from From and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as recordation of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Leasesubordination statements, and only then to Uncollected Rents due to for the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, respective periods as may be necessary to carry out the intention of the foregoing, including, without limitationset forth therein, the delivery Space Leases therein referred to each Seller, within seven (7) days after a written request, shall be superior to the lien of any relevant books this Mortgage and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser be affected by any foreclosure hereof. All such Space Leases shall contain a provision to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertythe effect that Mortgagor and Space Lessee recognize the right of Mortgagee to elect and to effect such subordination of this Mortgage and consents thereto.
Appears in 1 contract
Samples: Fixture Filing and Security Agreement (Marina District Development Company, LLC)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. With respect to any utility rebilling contract associated with the Property, if Purchaser elects to terminate such utility rebilling contract then Seller shall receive a credit at Closing in an amount equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding twelve (12) months, multiplied by three (3), and Purchaser shall not be obligated to remit to Seller any operating pass-throughs payable by Tenants pursuant to such utility rebilling contract after Closing. Seller shall remit to Purchaser any amounts collected by Seller from such utility rebilling company if and when collected by Seller related to the three-month period prior to Closing for which Seller has already received credit as provided in the previous sentence of this Section 5.4.6.1. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of one hundred eighty (180) days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than ninety (90) days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to Purchaser's reasonable third-party costs of such collection, and third to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller Seller, at no third-party cost or expense to Purchaser, in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xvii)
Leases. 5.4.6.1 With respect to each Property, all collected The monthly rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or and other sums and tenant charges payable by Tenants tenants under the Leases), income and expenses from any portion of a Property Leases shall be prorated adjusted as of midnight of the day immediately preceding the Closing Date. Date (such that Seller is entitled to receive/retain all amounts allocable to the period prior to the Closing Date and Purchaser shall receive is entitled to receive/retain all collected rent and income attributable amounts allocable to dates the period from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to Date (including the Closing Date. Notwithstanding )), and any such rent and other charges prepaid to Seller (including a pro rata portion of the foregoing, no prorations rent paid to and received by Seller for the month in which Closing occurs) shall be made paid to Purchaser at Closing in relation to either (a) non-delinquent rents the form of a credit against the Purchase Price. Rent and other charges which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, are due but uncollected as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall not be made in a Seller's favor for rents which have accrued and are unpaid as of the Closingadjusted, but Purchaser shall pay cause the rent for the period prior to such the Closing Date to be remitted to Seller such accrued Uncollected Rents if, as and when collected by Purchasercollected, after first applying collected rents in accordance with the provisions of this Section 8.2(d). On the Closing Date, Seller shall deliver to the payment Purchaser a schedule of all current obligations owing to Purchaser under the applicable Lease, such past due but uncollected rent and only then to Uncollected Rents due to the applicable Sellerother amounts owed by tenants. Purchaser agrees to xxxx Tenants cause the amount of such rental arrears to be included in the Properties for first bills (and all Uncollected Rents and subsequent bills until paid) thereafter submitted by Purchaser to take reasonable actions such tenants after the Closing Date (not including lawsuits or formal proceedingsbut in no event shall such bills first be sent by Purchaser later than thirty (30) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months days after the Closing Date) and to use commercially reasonable efforts for up to ninety (90) days following the Closing Date to collect such amounts on behalf of Seller. All rent (including, but not without limitation, base rent, common area maintenance (“CAM”) charges, and real estate tax reimbursements), when collected, shall be applied first to Purchaser’s reasonable, third-party collection costs, then to current or delinquent rent due Purchaser as landlord under the obligationLeases for any time after the month in which the Closing Date occurs, then to delinquent rents owed for the month in its own namewhich the Closing Date occurs (which amounts shall be adjusted between Seller and Purchaser as aforesaid), and the excess, if any, to demand payment Seller on account of rental arrearages due to Seller (for periods prior to the month in which the Closing Date occurs). Purchaser and Seller each reserve the right to collect Uncollected Rents owed to pursue any such arrearages by action against the tenant (provided, however, that any such action taken by Seller by any Tenantmust be initiated, which right shall includeif at all, no later than one hundred eighty (180) days following the Closing Date), including, without limitation, the right to continue file, with respect to any tenant that is the subject of a bankruptcy proceeding under the Bankruptcy Code or commence otherwise, a proof of claim or other requisite pleadings or documentation, and/or to take, with respect to any such tenant, such other actions as may be necessary or appropriate in any such bankruptcy or similar proceedings (provided, however, in no event shall Seller xxx for possession or otherwise seek to dispossess any relevant tenant from its premises as part of such legal action). In the event any bankruptcy or other court does not permit Purchaser and Seller to pursue separate claims or actions or proceedings against any Tenant such defaulting tenant, Purchaser and Seller shall cooperate in the delivery pursuit of a joint claim or action, with neither party having the right to settle any such claim or action without the prior written consent of the Leases Assignment other, which consent shall not constitute be unreasonably withheld, conditioned or delayed. Percentage rents and other periodic tenant charges which are not paid by tenants as a waiver by any part of monthly rental payments (such as, in some cases, CAM charges and real estate tax reimbursements) shall be apportioned as of the Closing Date between Seller and Purchaser (in the manner set forth above) upon receipt of such right. Purchaser agrees the payment from the subject tenant subsequent to cooperate with each Seller the Closing Date, based on the number of days in connection with all efforts by such Seller to collect such Uncollected Rents the lease year (or other period) before and to take all steps, whether before or after the Closing Date, as may be necessary respectively. Further, with respect to carry out reconciliation of CAM charges and real estate tax reimbursements for the intention calendar year in which Closing occurs, Seller shall deliver to Purchaser at Closing a schedule(s) showing the CAM and real estate tax reimbursements received from tenants prior to the Closing Date and the operating and real estate tax expenses of the foregoingProperty actually incurred prior to the Closing Date. Purchaser or Seller, includingas applicable, shall receive a net credit against or an addition to the Purchase Price to adjust for any overage received from tenants or shortfall in amounts received from tenants (as applicable). Purchaser shall provide Seller with and/or access to all pertinent information concerning tenant percentage rents and such charges, including sales reports and status of collections, promptly upon request for the purposes of, without limitation, inspecting and making a copy of the delivery to each same, and upon request by Seller, within seven (7) days after a written request, shall advise Seller of all efforts by Purchaser to xxxx and collect any relevant books rents and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary charges owed to Seller for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation period prior to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertythe Closing Date.
Appears in 1 contract
Leases. 5.4.6.1 With respect (a) Prior to each execution of any Leases of space in the Improvements after the date hereof, Borrower shall submit to Lender, for Lender’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Borrower plans to use in leasing space in the Improvements or at the Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs . All such Leases of space in the Improvements or other sums and charges payable by Tenants under at the Leases), income and expenses from any portion of a Property shall be prorated as on terms consistent with the terms for similar leases in the market area of the Closing DatePremises, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Premises. Purchaser Such Leases shall receive all collected rent and income attributable also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to dates from and after the Closing Date. Each Seller Lender for Lender’s approval, which approval shall receive all collected rent and income attributable to dates not be unreasonably withheld, prior to the Closing Dateexecution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within sixty (60) days after a request by Lender to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit. Upon the request of Lender, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate same and shall not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases and Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Notwithstanding the foregoing, no prorations at any time and from time to time, Lender shall be made entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in relation the sole discretion of Lender) to either (a) non-delinquent rents cure any default, or event which have not been collected as with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, modify any of the Closing DateLeases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except, with respect only to Leases affecting less than the lesser of (bx) delinquent rents existing, if any, as five percent (5%) of the Closing Date (gross leaseable area of the foregoing (a) Improvements and (by) referred to herein as 2,500 square feet and having a term of three (3) years or less, in the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made normal course of business in a Seller's favor manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Borrower shall not permit the prepayment of any rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees for more than one (1) month prior to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertydue date thereof.
Appears in 1 contract
Samples: Security Agreement and Fixture Filing (NNN Apartment REIT, Inc.)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums During the period from the Effective Date until and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of including the Closing Date, except as otherwise set forth in this Section 7(d), Seller shall not be permitted to enter into any lease, lease amendment, lease modification or (b) delinquent rents existing, if any, as lease extension with respect to all or any portion of the Closing Date Real Property without Buyer’s prior written approval, which shall not be unreasonably withheld, conditioned or delayed prior to the expiration of the Feasibility Period, but which approval may be granted or withheld in Buyer’s sole discretion after the expiration of the Feasibility Period. Seller shall deliver all leases, lease amendments, lease modifications or lease extensions (other than renewals to which a tenant is entitled at law or pursuant to its terms, in which case Seller shall only be required to deliver notice of such renewal to Buyer) to Buyer for Buyer’s approval. Buyer shall have five (5) Business Days to approve or disapprove the foregoing material terms of any lease, lease amendment, lease modification or lease extension delivered to it (aexcept that Buyer shall not have the right to object to any of the leases or lease renewals set forth on Schedule 7(d) on the basis of any of the terms set forth in Schedule 7(d)), and Buyer shall have no approval rights over the form of such document. If Buyer does not give its approval or disapproval to Seller within five (b5) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected RentsBusiness Days, no adjustments Buyer shall be made deemed to have approved such document. All leases or amendments thereto executed in accordance with the terms of this Section 7(d) (including renewals to which a Seller's favor tenant is entitled at law or pursuant to its terms) shall also be deemed “Leases” for rents which have accrued and are unpaid as purposes of all provisions of this Contract. During the ClosingFeasibility Period, but Purchaser Seller shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents notify Buyer if it applies any security deposit held under the Leases to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties delinquent rent for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rentsany tenant. After the Closingexpiration of the Feasibility Period, each Seller shall continue not apply any security deposit held under the Leases to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by delinquent rent for any Tenant, which right shall include, tenant without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a Buyer’s prior written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertyconsent.
Appears in 1 contract
Samples: Sale Contract (Terreno Realty Corp)
Leases. 5.4.6.1 With Schedule 1(d) lists each of the Leases (including all amendments and modifications thereto) currently in effect with respect to each the Property. Seller has delivered, made available or will deliver or make available to Buyer true and complete copies of the Leases (including all collected rent amendments and modifications thereto). The Buyer acknowledges that Schedule 1(d) does not list any subleases, concessions or license agreements that may have been entered into by any tenants or subtenants. Except as set forth in Schedule 9(c)(as the same may be completed and/or updated within fourteen (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under 14) days following the LeasesEffective Date), income and expenses Seller has not received written notice from any portion of tenant under a Property shall be prorated Lease, during the two (2) year period prior to the Effective Date, asserting any defense, set-off or counterclaim with regard to its tenancy or its Lease which remains pending as of the Closing Effective Date. Purchaser shall receive all collected rent and income attributable Except as set forth in Schedule 1(d), there are no other Leases to dates from and after which Seller is a party affecting the Closing DateProperty. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoingExcept as set forth in Schedule 9(c), no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as monthly installments of rent under any of the Closing Date, Leases have been prepaid for more than one month. Except for any out-of-pocket payments required under a Lease to be paid by the landlord thereunder to or (b) delinquent rents existing, if any, as for the benefit of the Closing Date (tenant thereunder which are in the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rentsnature of tenant inducements, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall includespecifically, without limitation, tenant improvement costs, lease buyout costs, and moving, design, refurbishment and club membership allowances pursuant to Leases or expansions or renewals ("Tenant Inducement Costs") between the right to continue Effective Date and Closing which have been approved by Buyer as set forth in Section 6(e), there are no Tenant Inducement Costs for which Buyer shall become liable or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment that shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or lien on the Property after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyClosing.
Appears in 1 contract
Leases. 5.4.6.1 With respect All leases, licenses and other agreements with regard to the ------ occupancy of each Propertyof the Properties, all collected rent including patient and resident care agreements and service agreements which include an occupancy agreement (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property "LEASES") shall be prorated as in form and substance reasonably acceptable to Lender; provided Borrower need not seek Lender's approval for any new Qualified Non-Residential Lease entered into hereafter. Borrower shall submit for Lender's approval a copy of the Closing Date. Purchaser shall receive form of residential Lease Borrower proposes to utilize at the Project, and all collected rent and income attributable to dates from and residential Leases entered into after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations Date shall be made in relation to either (a) on forms reasonably approved by Lender without material modification. Lender must approve all non-delinquent rents which have not been collected as residential Leases of any part of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such SellerProject; provided, however, that PurchaserLender's obligation to cooperate approval shall not be required for (but Borrower shall provide Lender with a Seller pursuant to this sentence shall not obligate Purchaser to terminate copy of) the execution, amendment, surrender or termination of any Tenant Lease of non-residential space with an occupant thereof which provides for market rentals and otherwise contains market terms and provisions, so long as such Lease is not entered into with any Guarantor or any of its or Borrower's Affiliates, does not have a term (including extension options in favor of lessee) in excess of two (2) years and will not (in Lender's reasonable estimation) account for Twenty-Five Thousand and No/100 Dollars ($25,000.00) or more of gross revenue from such Property in any one (1) year period (a "QUALIFIED NON-RESIDENTIAL LEASE"). On the Closing Date, Borrower shall deliver to Lender a rent roll showing all existing TenantLeases. On the Closing Date, file all existing Leases shall be in full force and effect and Borrower shall submit a revised and recertified rent roll for each of the Properties. If any formal actions non-residential leases, other than Qualified Non-Residential Leases, exist or proceedingsare hereafter entered into with respect to the Project, each tenant thereunder shall execute and deliver to Lender prior to the Closing or evict any existing Tenant from prior to execution thereof by Borrower, as applicable, a PropertySubordination and Attornment Agreement in a form acceptable to Lender, if requested by Lender. 3.8.
Appears in 1 contract
Samples: Loan Agreement (Emeritus Corp\wa\)
Leases. 5.4.6.1 With respect to each Property, all (i) All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs toughs or other sums and charges payable by Tenants tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of through the Closing DateDate (prorated for any partial month). Purchaser Buyer shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to through the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (aA) non-delinquent rents which have not been collected as of the Closing Date, or (bB) delinquent rents existing, if any, as of the Closing Date (the foregoing (aA) and (bB) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser Buyer shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable SellerBuyer. Purchaser Buyer agrees to xxxx Tenants tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenanttenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such righttenant. Purchaser Buyer agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that PurchaserBuyer's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser Buyer to terminate any Tenant Lease tenant lease with an existing Tenant, file any formal actions or proceedings, tenant or evict any existing Tenant tenant from a the Property.
Appears in 1 contract
Samples: Agreement of Sale and Purchase (National Housing Partnership Realty Fund I)
Leases. 5.4.6.1 With respect Seller agrees to each Propertyuse its commercially reasonable efforts to cause the lessors of the properties described on Schedule 3.1(f)(1) that are leased to Seller or an Affiliated Transferor (collectively, all collected rent the "Seller Leases") to consent to the assignment of such leases or to the continued use of such properties by Buyer, or an Affiliate of Buyer, as designated by Buyer (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases"Buyer Lease Assignee"), income after the Closing. The Parties intend all rights and expenses from any portion obligations under each of a Property the Seller Leases shall be prorated as of assigned to and assumed by the Closing DateBuyer Lease Assignee and that the Buyer Lease Assignee shall timely pay and otherwise perform all obligations thereunder. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser Buyer agrees to xxxx Tenants of execute such guarantees as may be requested by the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each lessor under any Seller shall continue Lease in order to have the right for a period rights and obligations under each of six (6the Seller Leases assigned to and assumed by the Buyer Lease Assignee at the Closing. The failure of the Buyer Lease Assignee to perform fully all of the obligations under any Seller Lease subsequent to such assignment or Buyer's failure to execute such guarantees as may be requested by the lessor under any Seller Lease shall be subject to the indemnity afforded to Seller by Buyer under Section 9.2(d) months of this Agreement. If, at any time after the Closing Date, but not the obligationany amounts are paid under any Seller Lease by Seller or any of its Affiliates, in its own name, to demand payment Buyer shall reimburse Seller such amounts promptly after receipt from Seller of and to collect Uncollected Rents owed to such Seller notice thereof accompanied by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery written evidence of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in underlying payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertyobligation.
Appears in 1 contract
Samples: Asset Purchase Agreement (Affiliated Computer Services Inc)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under From the Leases), income and expenses from any portion of a Property shall be prorated as Effective Date through the expiration of the Closing DateEvaluation Period, Seller will keep Buyer apprised of leasing activities involving the Property. Purchaser shall receive all collected rent and income attributable to dates from and after From the Closing Date. Each Effective Date through the expiration of the Evaluation Period, Seller shall receive all collected rent notify Buyer in writing (and income attributable to dates provide copies of such New Lease Agreements) prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation entering into any new Leases and amendments to either existing Leases (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateincluding, but not the obligationlimited to, in its own name, any renewals or expansions of existing Leases pursuant to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or existing options exercised after the Closing Date, as may be necessary to carry out the intention Effective Date (a “Lease Option Exercise”)) (any of the foregoing, including, without limitation, a “New Lease Agreement”) relating to the delivery to each Seller, within seven Property. Buyer shall have three (73) days Business Days after a written request, receipt of any relevant books and records (including, without limitation, rent statements, receipted bills and copies such notice within which to notify Seller in writing of tenant checks used in payment of such rent), the execution Buyer’s approval or disapproval of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such SellerNew Lease Agreement; provided, however, that Purchaser's obligation Buyer shall have no right to cooperate disapprove of any Lease Option Exercise. If Buyer timely notifies Seller that Buyer disapproves of any New Lease Agreement and if Seller notifies Buyer in writing that Seller elects to proceed with a such New Lease Agreement notwithstanding Buyer’s disapproval, then this Agreement shall be automatically terminated and the Xxxxxxx Money shall be paid to Buyer and, thereafter, the parties shall have no further rights or obligations hereunder except for the Termination Surviving Obligations. If Buyer timely notifies Seller pursuant that Buyer disapproves of any New Lease Agreement and Seller does not notify Buyer in writing that Seller elects to this sentence proceed with such New Lease Agreement notwithstanding such disapproval, then Seller shall not obligate Purchaser enter into such New Lease Agreement and the Closing shall occur as herein provided. If Buyer fails to terminate notify Seller of its disapproval of any Tenant New Lease with an existing TenantAgreement within three (3) Business Days after Buyer receives a copy thereof, file Buyer shall be deemed to have approved such New Lease Agreement. Following expiration of the Evaluation Period, Seller shall not enter into any formal actions New Lease Agreement without first obtaining Buyer’s written approval, which may be given or proceedings, or evict any existing Tenant from a Propertywithheld in Buyer’s sole discretion.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Prime Group Realty Trust)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property. Notwithstanding anything in this provision to the contrary, but subject to Seller's right to demand payment of and to collect Uncollected Rents in accordance with this Section, Purchaser's collection of rents from each tenant as to whom there is Uncollected Rent shall be applied first, towards rent from such tenant accruing from and after the Closing Date, and, second, to the Uncollected Rent applicable to such tenant.
Appears in 1 contract
Samples: Purchase and Sale Contract (VMS National Properties Joint Venture)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums Following the Effective Date and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as expiration of the Closing DateContingency Period, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for to enter into any amendment, renewal or expansion of an existing Lease or any new Lease respecting the Property (as applicable, each a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent“New Lease Document”), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation Seller shall, within two (2) Business Days thereof, provide an executed copy of such New Lease Document (together with any brokerage agreements, listing agreements or other agreements relating to cooperate the payment of any Leasing Commissions, Tenant Inducement Costs and/or Legal Fees incurred in connection with such New Lease Document together with whatever credit and background information, if any, Seller then possesses with respect to any party subject to each New Lease Document) to Buyer for its review during the Contingency Period as part of Buyer’s due diligence respecting the Property; and provided further that if Buyer has not disapproved of any such New Lease Document prior to the expiration of the Contingency Period, or three (3) Business Days after receipt of a New Lease Document, whichever is later, such New Lease Document shall be deemed approved. From and after the expiration of the Contingency Period, or three (3) Business Days after receipt of a New Lease Document, whichever is later, any New Lease Document which Seller wishes to execute shall be submitted to Buyer prior to execution by Seller. Buyer shall have three (3) Business Days after its receipt thereof to notify Seller in writing of either its approval or disapproval thereof, including all Tenant Inducement Costs and Leasing Commissions to be incurred in connection therewith. If Buyer informs Seller within such three (3) Business Day period that Buyer does not approve such New Lease Document, which approval may be given or withheld in Buyer’s sole discretion, then this Agreement shall continue in full force and effect and Seller shall not enter into such New Lease Document. If Buyer fails to notify Seller in writing of its approval or disapproval within such three (3) Business Day period set forth above, then Buyer shall be deemed to have approved of such New Lease Document. At Closing, Buyer shall reimburse Seller for any Tenant Inducement Costs, Leasing Commissions or Legal Fees incurred by Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertySection 4.5(b)(vii) hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“ Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Growth Fund Xxii)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the LeasesExcept as provided in this Section 9(c), income and expenses from a copy of any portion amendment, renewal, termination or expansion of a Property an Existing Lease or any new Lease that Seller desires to execute during the period commencing upon the date of this Agreement (the “Lease Approval Period”) shall be prorated as submitted to Purchaser prior to execution by Seller (each, a “Submitted Lease”). Seller shall not enter into any Submitted Lease without the approval of Purchaser, such approval not to be unreasonably withheld, delayed or conditioned. It shall be deemed reasonable if Purchaser denies consent to any Submitted Lease if it will in Purchaser’s opinion interfere with any development plans for the Closing DatePremises. Purchaser agrees to notify Seller in writing within four (4) business days after its receipt thereof of either its approval or disapproval thereof. In the event Purchaser fails to notify Seller in writing of its approval or disapproval within the four (4) business day period set forth above, Purchaser shall receive all collected rent and income attributable be deemed to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Datehave approved such Submitted Lease. Notwithstanding the foregoing, a “Submitted Lease” shall not include any amendment to an Existing Lease entered into by Seller solely to evidence the exercise by a tenant of a right or option granted to such tenant in its Lease. Seller shall also provide Purchaser with a copy of any amendment, renewal, termination or expansion of an Existing Lease or any new Lease entered into after the Effective Date, and agrees no prorations such Lease shall contain any option to purchase all or a portion of the Premises. Notwithstanding anything to the contrary herein contained, on or before Closing, the Existing Leases with Tribune Media Company and/or its affiliates shall be made amended and/or restated to reflect the terms set forth on Exhibit P attached hereto in relation a form reasonably satisfactory to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date Purchaser (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"“Tribune Media Lease Amendments”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property.
Appears in 1 contract
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the LeasesLeases (except as set forth in Section 5.4.6.2)), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from on and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the ClosingClosing Date, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of nine (9) months after Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take commercially reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents, without the obligation to pursue litigation or eviction proceedings. Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to collection expenses and attorneys’ fees, and third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant (any such legal action to be commenced prior to September 30, 2020), and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to reasonably cooperate with each Seller Seller, at no out of pocket expense to Purchaser, in connection with all efforts by such Seller to collect such Uncollected Rents and to take all commercially reasonable steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant copies of books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Black Creek Diversified Property Fund Inc.)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums The Premises are sold and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as conveyed subject to the leasehold interests and tenancies (the "Leases") listed on Exhibit C attached hereto and made a part hereof. Purchaser acknowledges that by Due Diligence Completion it shall have had an opportunity to examine copies of the Closing DateLeases and will accept title subject thereto. Purchaser shall receive all collected rent and income attributable to dates from and after Seller does not warrant that any particular Lease will be in force or effect at the Closing Dateor that the tenant will have performed its obligations thereunder, but Seller does covenant that after Due Diligence Completion Seller will not terminate any Lease or materially reduce the financial obligations of any tenant by agreement with the tenant without the prior consent of Purchaser, which Purchaser will not unreasonably withhold or delay. Each Failure of Purchaser to respond within five (5) business days shall be deemed to be consent. Prior to Due Diligence Completion, Seller shall receive all collected rent and income attributable only be obligated to dates notify Purchaser of such termination or modification. The termination of any Lease, the removal of any tenant or vacation by any tenant prior to the Closing Dateshall not affect the obligations of Purchaser under this Contract in any manner or entitle Purchaser to any abatement of or credit against Purchaser's obligations or give rise to any other claim of Purchaser. Notwithstanding If Purchaser shall, subsequent to the foregoingdate of Closing, no prorations collect rentals from any tenants in arrears, such rentals shall first be applied to rentals due for a period of thirty (30) days prior to the date of Closing, which amounts shall be made in relation remitted to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, promptly after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Sellerreceipt thereof. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents applicable tenants as soon as practicable and to take reasonable actions (not including lawsuits or formal proceedings) promptly remit to collect Uncollected RentsSeller the portion of any additional rent attributable to the period prior to the date of Closing as and when collected. After This obligation shall survive the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Contract of Sale Broadbent (Cedar Income Fund LTD /Md/)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second to Purchaser’s reasonable third-party costs of such collection, and, third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Properties Iv)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date, provided all such expenses are prorated consistent with the provisions of this Section 5.4. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "" Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents Purchaser to the payment of all current obligations owing extent they relate to Purchaser under the applicable Lease, and only then to Uncollected Rents due periods prior to the applicable SellerClosing Date. Purchaser agrees to xxxx bxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents, but shall have no obligation to commence litigation, terminate any Lease, or evict any Tenant in an effort to do so. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants or terminate any Leases in any action to collect Uncollected Rents. Purchaser agrees to reasonably cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documentsdocuments reasonably required, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to commence or join in any litigation, terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Angeles Income Properties LTD Ii)
Leases. 5.4.6.1 With respect to each Property, all (i) All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), and other income and expenses from any portion of a the Property shall be prorated as of the Closing DateDate (prorated for any partial month). Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (aA) non-delinquent rents which have not been collected as of the Closing Date, or (bB) delinquent rents existing, if any, as of the Closing Date (the foregoing (aA) and (bB) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants tenants of the Properties Property for all Uncollected Rents and to take commercially reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents; provided, however, that Purchaser shall have no obligation to institute any legal or equitable proceedings, including an action for unlawful detainer, eviction or other proceeding against a Tenant owing Uncollected Rents). Notwithstanding anything in this Section 5.4(e)(i) to the contrary, Purchaser’s obligation to use commercially reasonable efforts to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 60 days past due. Any rents collected from a Tenant after the Closing Date who owes Uncollected Rents as of the Closing Date shall be applied, first, to Purchaser’s actual third-party costs of collection incurred with respect to such Uncollected Rents, second, to any arrearage owed by such Tenant as of the Closing Date not exceeding sixty (60) days, third, to any rents payable by such Tenant after the Closing Date and thereafter to any arrearage owed by such Tenant as of the Closing Date in the inverse order of maturity. Any such rents collected by Purchaser which are, pursuant to the preceding sentence, to be applied to periods prior to the Closing Date shall promptly be paid by Purchaser to Seller. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment provided that Purchaser shall not constitute a waiver by any incur any, and Seller of such right. shall indemnify, defend and hold Purchaser agrees to cooperate with each Seller harmless against all Losses in connection therewith, and provided further that Seller shall not commence any legal or equitable proceedings in the nature of an unlawful detainer, eviction or other proceeding which would have the effect of interfering with any Tenant’s quiet enjoyment of its leased premises or result in a lien or encumbrance on such leased premises. Notwithstanding anything to the contrary, Purchaser shall receive a credit for all efforts by such Seller tenant improvement allowances, leasing commissions, and all amounts attributable to collect such Uncollected Rents any free-rent periods, abatements or other unexpired concessions under all leases and to take all steps, whether before or after occupancy agreements that extend beyond the Closing DateDate to the extent that any such leases or occupancy agreements were not disclosed to Purchaser in the Materials during the Feasibility Period, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of excluding any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents New Leases approved by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Grubb & Ellis Healthcare REIT, Inc.)
Leases. 5.4.6.1 After the fifth (5th) day prior to the Contingency Date, Seller shall not execute any new lease (“New Lease”) or amend or terminate any existing Lease without Buyer’s approval, which shall not be unreasonably withheld or delayed. Seller shall deliver to Buyer copies of any New Leases, material amendments, expansions and extensions of existing Leases (each a “Lease Transaction”). Buyer’s failure to object to a Lease Transaction after the fifth (5th) day prior to the Contingency Date within five (5) days of notification (and receipt of all material information concerning the applicable Lease Transaction) shall be deemed approval. With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and Lease Transaction occurring after the Closing Effective Date. Each : (i) at the Closing, Buyer shall reimburse Seller shall receive all collected rent pursuant to Section 8.6.7 above for leasing commissions and income attributable the cost of tenant improvements arising under such Lease Transaction if (1) as to dates a Lease Transaction occurring prior to the fifth (5th) day prior to the Contingency Date, such Lease Costs were disclosed to Buyer in writing prior to such fifth (5th) day, and (2) as to a Lease Transaction occurring after the fifth (5th) day prior to the Contingency Date, such Lease Costs were approved or deemed approved by Buyer; and (ii) Buyer shall assume (and indemnify, defend, protect, and hold harmless Seller from any against) all contractual liabilities to pay any brokerage commissions, pay for tenant improvements or reimburse the tenant for any tenant improvements which were approved or deemed approved by Buyer. The termination of any Lease or tenancy prior to Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as by reason of the Closing Date, tenant’s default and not in violation of any restrictions contained in this Agreement shall not affect the obligations of Buyer under this Agreement in any manner or (b) delinquent rents existing, if any, as entitle Buyer to an abatement of or against the Closing Date (Purchase Price or give rise to any other claim on the foregoing (a) and (b) referred to herein as the "Uncollected Rents")part of Buyer. In adjusting for Uncollected Rents, no adjustments Buyer’s indemnification obligation set forth in this Section 9.1 shall be made in a Seller's favor for rents which have accrued and are unpaid as of survive the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Behringer Harvard Opportunity REIT II, Inc.)
Leases. 5.4.6.1 With respect to each Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or Collected rents and other sums and charges payable by Tenants payments from the tenants under the “Leases” (as hereinafter defined), income and expenses from any portion of a Property shall be prorated between Sellers and Buyer as of 11:59 P.M. on the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates day prior to the Closing Date. Notwithstanding Delinquent (or payable but unpaid) rent and other payments from the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of tenants under the Closing Date, or (b) delinquent rents existing, if any, Leases as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rentsshall not be prorated, no adjustments shall be made provided that if any tenant is in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to arrears in the payment of all current obligations owing rent or other fixed charges, any payments on account of rent or such other fixed charges received by Buyer from such tenant after the Closing Date shall be applied first to Purchaser under rent and other charges due for the applicable Lease, month in which such payments are received and only then to Uncollected Rents due preceding months for which such rent and other charges are in arrears (always to the applicable Sellermost recent first). Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the ClosingIf, each Seller shall continue to have the right for a period of six (6) months after following the Closing Date, but not Sellers receive any payments applicable to the obligationperiod commencing on the Closing Date, in its own name, Sellers shall immediately pay such amounts to demand payment Buyer. If any payments of and to collect Uncollected Rents owed to such Seller rent or other fixed charges received by any Tenant, which right shall include, without limitation, the right to continue Sellers or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before Buyer on or after the Closing Date, as may be necessary Date are payable to carry out the intention other party by reason of the foregoing, including, without limitationthis allocation, the delivery appropriate sum shall be promptly paid to the other party. Percentage rents and other variable charges under the Leases, such as payments for real estate taxes and other expenses, which are not fixed in amount, shall be adjusted when and as received based upon the number of days in the payment period that each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), party owned the execution of any and all consents or other documents, subject Land and the undertaking of Improvements. Buyer shall use commercially reasonable efforts to collect any act reasonably necessary for the collection of such Uncollected Rents by such Seller; providedrent and other charges in arrears, however, that Purchaser's but shall be under no obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate commence any Tenant Lease with an existing Tenant, file any formal actions or proceedings, proceedings with respect thereto. Any security deposits or evict any existing Tenant from a Propertyadvance payments of rent held by Sellers under the Leases at Closing shall be paid over to Buyer on the Closing Date or credited against the Closing Payment.
Appears in 1 contract
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by the number of months (including fractional months) elapsed from January 1, 2011 through the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 120 days following Closing, after first applying collected rents Purchaser agrees to include all Uncollected Rents on its rent xxxxxxxx to Tenants. Notwithstanding the payment of all current obligations owing foregoing, Purchaser's obligation to Purchaser under the applicable Lease, and only then collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to the applicable Seller. Purchaser agrees Purchaser’s reasonable third-party costs of such collection, and third, to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller at no material cost or liability to Purchaser in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or reasonable steps after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties 3)
Leases. 5.4.6.1 With respect At the Closing, Buyer shall assume all of the Leases then in effect, pursuant to each Propertythe Assignment and Assumption of Leases. Notwithstanding anything to the contrary contained in this Agreement, all collected rent Seller reserves the right, but is not obligated, to institute summary proceedings and/or any other proceedings against any tenant (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under including without limitation the Leases), income and expenses from any portion Restaurant Tenant and/or the Operating Tenant) as a result of a Property shall be prorated as of default by the tenant thereunder prior to the Closing Date. Purchaser Seller makes no representations and assumes no responsibility with respect to the continued occupancy of the Property or any part thereof by any tenant (including without limitation the Restaurant Tenant) and Seller may terminate any Lease (including without limitation the Restaurant Lease and/or the Operating Lease) prior to Closing. Further, Buyer agrees that it shall receive not be grounds for Buyer’s refusal to close this transaction that any tenant including without limitation the Restaurant Tenant) is a holdover tenant or in default under its Lease on the Closing Date and Buyer shall accept title subject to such holding over or default without credit against, or reduction of, the Purchase Price. Buyer and Buyer’s Principals, jointly and severally, shall indemnify, defend (with counsel reasonably acceptable to Seller) and hold Seller and the other Seller Parties harmless from and against all collected rent claims, damages, losses, liability, costs and income attributable expenses (including reasonable attorneys’ fees) incurred by Seller and/or the other Seller Parties in connection the failure of Buyer, as landlord, to dates perform any obligations under the Leases from and after the Closing Date. Each Seller shall receive indemnify, defend (with counsel reasonably acceptable to Buyer) and hold Buyer harmless from and against all collected rent claims, damages, losses, liability, costs and income attributable expenses (including reasonable attorneys’ fees) incurred by Buyer and/or the other Buyer Parties in connection with the failure of Seller to dates perform any obligations as landlord under the Leases prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as Date and accruing during Seller’s period of ownership of the Closing Date, or (b) delinquent rents existing, if any, as Property; and this indemnification obligation of Seller shall survive the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitationtwelve months. Except as otherwise herein provided, the right to continue provisions of this Section 11.6 shall survive Closing or commence legal actions or proceedings against any Tenant and the delivery earlier termination of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyAgreement.
Appears in 1 contract
Samples: Assignment and Assumption Agreement (Wilshire Enterprises Inc)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, second, to Purchaser’s reasonable third-party costs of such collection, and third to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to reasonably cooperate with each Seller Seller, at no cost or expense to Purchaser, in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Century Properties Fund Xvii)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, if Purchaser elects to terminate any utility rebilling contract associated with the Property, then Seller shall receive a credit at Closing equal to the average of the amount of the monthly utility xxxx associated with the Property for the preceding 12 months, multiplied by 3. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 180 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, to Purchaser’s reasonable third-party costs of such collection, second, towards current rent due and owing under the Leases, and third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (HCW Pension Real Estate Fund LTD Partnership)
Leases. 5.4.6.1 With respect (a) Prior to each execution of any Leases of space in the Improvements after the date hereof, Borrower shall submit to Lender, for Lxxxxx’s prior approval, which approval shall not be unreasonably withheld, a copy of the form Lease Borrower plans to use in leasing space in the Improvements or at the Property, all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs . All such Leases of space in the Improvements or other sums and charges payable by Tenants under at the Leases), income and expenses from any portion of a Property shall be prorated as on terms consistent with the terms for similar leases in the market area of the Closing DatePremises, shall provide for free rent only if the same is consistent with prevailing market conditions and shall provide for market rents then prevailing in the market area of the Premises. Purchaser Such Leases shall receive all collected rent and income attributable also provide for security deposits in reasonable amounts consistent with prevailing market conditions. Borrower shall also submit to dates from and after the Closing Date. Each Seller Lender for Lender’s approval, which approval shall receive all collected rent and income attributable to dates not be unreasonably withheld, prior to the Closing Dateexecution thereof, any proposed Lease of the Improvements or any portion thereof that differs materially and adversely from the aforementioned form Lease. Borrower shall not execute any Lease for all or a substantial portion of the Property, except for an actual occupancy by the Tenant, lessee or licensee thereunder, and shall at all times promptly and faithfully perform, or cause to be performed, all of the covenants, conditions and agreements contained in all Leases with respect to the Property, now or hereafter existing, on the part of the landlord, lessor or licensor thereunder to be kept and performed. Borrower shall furnish to Lender, within sixty (60) days after a request by Lender to do so, but in any event by January 1 of each year, a current Rent Roll, certified by Borrower as being true and correct, containing the names of all Tenants with respect to the Property, the terms of their respective Leases, the spaces occupied and the rentals or fees payable thereunder and the amount of each Tenant’s security deposit. Upon the request of Lxxxxx, Borrower shall deliver to Lender a copy of each such Lease. Borrower shall not do or suffer to be done any act, or omit to take any action, that might result in a default by the landlord, lessor or licensor under any such Lease or allow the Tenant thereunder to withhold payment of rent or cancel or terminate same and shall not further assign any such Lease or any such Rents and Profits. Borrower, at no cost or expense to Lender, shall enforce, short of termination, the performance and observance of each and every condition and covenant of each of the parties under such Leases and Borrower shall not anticipate, discount, release, waive, compromise or otherwise discharge any rent payable under any of the Leases. Notwithstanding the foregoing, no prorations at any time and from time to time, Lender shall be made entitled to, and Borrower hereby grants to Lender the right to, undertake any and all action as may be required (in relation the sole discretion of Lender) to either (a) non-delinquent rents cure any default, or event which have not been collected as with the passage of time following any notice and cure period shall constitute a default by Borrower, under such Leases. Borrower shall not, without the prior written consent of Lender, modify any of the Closing DateLeases, terminate or accept the surrender of any Leases, waive or release any other party from the performance or observance of any obligation or condition under such Leases except, with respect only to Leases affecting less than the lesser of (bx) delinquent rents existing, if any, as five percent (5%) of the Closing Date (gross leaseable area of the foregoing (a) Improvements and (by) referred to herein as 2,500 square feet and having a term of three (3) years or less, in the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made normal course of business in a Seller's favor manner which is consistent with sound and customary leasing and management practices for similar properties in the community in which the Property is located. Borrower shall not permit the prepayment of any rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees for more than one (1) month prior to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a Propertydue date thereof.
Appears in 1 contract
Samples: Security Agreement and Fixture (NNN Apartment REIT, Inc.)
Leases. 5.4.6.1 With respect The Building is leased to each Xxxxxx Foods, LLC and Paradigm Operating Company, LLC, and there are no other leases, licenses, subleases, occupancy agreements or other agreements for the use, possession or occupancy of any portions of the Real Property, other than those listed on Exhibit D attached to this Agreement. Exhibit D contains a true, correct and complete list of all collected currently existing Leases at the Property to which Seller is a party; full, true and complete copies of all Leases and all amendments and guarantees relating thereto have heretofore been delivered to Buyer (or will be delivered to Buyer as part of the Documents). To Seller's knowledge, each Lease is in full force and effect, and to Seller's knowledge, no rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. . Exhibit D sets forth a true and charges payable correct listing of all security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by Tenants the tenants under the Leases). Seller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, income and expenses nor has Seller received any written notices of a landlord default from any portion tenants under Leases which remain uncured. None of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents interest in any Lease or of Seller's right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any existing financing encumbering the Property, which have accrued is to be repaid by Seller and are unpaid released as of the Closing. No tenant has given written notice to Seller of any default or offsets, but Purchaser shall pay claims or defenses available to such it. There are no Tenant Inducement Costs due or payable by Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyLeases.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller its prorated portion of such accrued Uncollected Rents as and when collected by Purchaser. In the event that Seller receives any of such Uncollected Rents which are not prorated at the time of Closing, after first applying collected rents to the payment of all current obligations owing Seller shall pay to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable SellerPurchaser’s prorated portion of such rents within thirty (30) days after receipt. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Davidson Diversified Real Estate Ii Limited Partnership)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser's obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser's collection of rents shall be applied, first, towards current rent due and owing under the Leases, and, second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate reasonably with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be reasonably necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (Consolidated Capital Institutional Properties)
Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“ Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents Purchaser to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due extent they relate to the applicable Sellerperiod prior to Closing. Purchaser agrees to xxxx Tenants of the Properties Property for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent due and owing under the Leases, and second, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) 7 days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a the Property.
Appears in 1 contract
Samples: Purchase and Sale Contract (National Property Investors 8 /Ca/)
Leases. 5.4.6.1 With respect Borrower shall act promptly to attempt to enforce all available remedies against any delinquent tenant in a commercially reasonable manner commensurate with the magnitude of the default involved, so as to protect the interest of the landlord under the Leases and to preserve the value of the Mortgaged Property. Borrower shall comply with and perform in a complete and timely manner all of its material obligations as landlord under all Leases. Borrower shall send Mortgagee a copy of any and each written claim received by Borrower from any tenant of an alleged default by the landlord under any Lease affecting the Mortgaged Property, all collected rent (whether fixed monthly rentalspromptly upon receipt of such notice, additional rentalsbut, escalation rentalsin any event, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from in such time to afford Mortgagee an opportunity to cure any portion of a Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates such default prior to the Closing Datetenant having any right to terminate the Lease. Notwithstanding the foregoingBorrower shall furnish promptly to Mortgagee upon request (i) copies of all such Leases now existing or hereafter created, no prorations shall be made as amended, and (ii) a current rent roll in relation form reasonably satisfactory to either Mortgagee certified by Borrower. The assignment contained in clause (aK) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as granting paragraph of this Mortgage shall not be deemed to impose upon Mortgagee any of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's favor for rents which have accrued and are unpaid as obligations or duties of the Closing, but Purchaser shall pay landlord or Borrower provided in any Lease prior to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to Mortgagee owning or controlling the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoingMortgaged Property, including, without limitation, any liability under the delivery covenant of quiet enjoyment contained in any Lease in the event that any tenant shall have been joined as a party defendant in any action to each Sellerforeclose this Mortgage. Borrower hereby acknowledges and agrees that Borrower is and will remain liable under such Leases to the same extent as though the assignment contained in clause (K) of said granting paragraph had not been made. Mortgagee disclaims any assumption of the obligations imposed upon the landlord or Borrower under the Leases, within seven except as to such obligations which arise after such time as Mortgagee shall have exercised the rights and privileges conferred upon it by the assignment contained in clause (7K) days after a of said granting paragraph or otherwise possesses or controls the Mortgaged Property. Except as otherwise expressly authorized under the Loan Agreement, Borrower shall not permit any Leases to be made of the Mortgaged Property without the prior written requestconsent of Mortgagee which consent shall not be unreasonably withheld, conditioned or delayed. Following approval by Mortgagee of any relevant books and records Lease requiring Mortgagee's prior approval, Borrower shall not modify the approved Lease in any material respect without Mortgagee's prior written consent. Borrower shall not permit any Lease affecting the Mortgaged Property requiring Mortgagee's prior approval to be modified, renewed or extended (includingexcept pursuant to options in Leases previously approved by Mortgagee). In the event of the enforcement by Mortgagee of the remedies provided for by law or by this Mortgage, without limitationthe tenant under each Lease of all or any part of the Mortgaged Property made after the date of recording this Mortgage shall, rent statementsat the option of the Mortgagee, receipted bills and copies attorn to any person succeeding to the interest of tenant checks used in payment Borrower, as a result of such rent), enforcement and shall recognize such successor in interest as landlord under such Lease without change in the execution of any and all consents terms or other documentsprovisions thereof, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence said successor in interest shall not obligate Purchaser be bound by any payment of rent or additional rent for more than one month in advance or any material amendment or modification to terminate any Tenant Lease made without the prior consent of Mortgagee or said successor in interest, except to the extent permitted herein. Each tenant, upon request by Mortgagee or any such successor in interest, shall execute and deliver an instrument or instruments confirming such attornment, provided that Mortgagee agrees not to name such tenant in a foreclosure action or not to otherwise disturb such tenant if not in default of its Lease, and Borrower shall cause each such Lease to contain a covenant on the tenant's part evidencing its agreement to such attornment, which obligation shall be conditioned on Mortgagee agreeing to similarly attorn to said tenant and not disturb said tenant's possession so long as there is no default by the tenant under said Lease beyond any applicable notice, grace or cure period. At the option of Mortgagee, this Mortgage shall become subject and subordinate, in whole or in part (but not with an existing Tenantrespect to priority of entitlement to insurance proceeds or any award in condemnation) to any and all Leases of all or any part of the Mortgaged Property upon the execution by Mortgagee and recording thereof, file at any formal actions or proceedingstime hereafter, or evict any existing Tenant from in the Office of the Recorder of Deeds in and for the county wherein the Land is situated, of a Propertyunilateral declaration to that effect.
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Leases. 5.4.6.1 With respect Seller shall not, without the prior consent of Buyer in each instance (such consent not to each Propertybe unreasonably withheld or delayed) (a) amend or (except for material breach, all collected including non-payment of rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases)due) terminate any lease, income and expenses from tenancy, license or other right of occupancy or use for any portion of a the Property shall be prorated as or any assignment or sublet thereunder (individually, "Lease"; collectively, "Leases"); (b) consent to the assignment of any Leases or subleasing of any of the Closing Datepremises; or (c) enter into any new Lease of the Property or any portion thereof. Purchaser shall receive all collected rent and income attributable If Seller desires to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. Notwithstanding the foregoing, no prorations shall be made take any action described in relation to either clause (a) non-delinquent rents which have not been collected as of the Closing Date), (b), or (bc) delinquent rents existing, if any, as of the Closing Date immediately preceding sentence, then Seller shall so notify Buyer. If Buyer fails to notify Seller, within five (the foregoing (a5) and (b) referred Business Days after Buyer's receipt of such notice, of any objection Buyer has hereunder to herein as the "Uncollected Rents"). In adjusting for Uncollected Rentsany action described therein, no adjustments then Buyer shall be made treated as having consented to such action. If Buyer consents, or is required to consent, to any action described in a Seller's favor notice, then at Closing Buyer shall reimburse Seller for rents which have accrued and are unpaid as Buyer's proportionate share of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected costs incurred by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Date, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts such action. For the foregoing purposes, that proportionate share shall be determined, in each instance, by amortizing those costs on a straight-line basis over the term of the applicable Lease. Buyer's proportionate share shall be the portion of such Seller costs attributable, pursuant to collect such Uncollected Rents and amortization, to take all steps, whether before or after the period from the Closing Date, as may be necessary to carry out Date until the intention end of the foregoingterm of the applicable Lease. Such costs shall include costs of fixturing, includingrenovating or improving the leased premises, without limitationany rebate, the delivery to each Seller, within seven (7) days after a written request, of any relevant books free rent and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documentsconcessions, and the undertaking of any act reasonably necessary for the collection of brokerage and leasing commissions and other compensation due any party in connection with such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyLeases.
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Leases. 5.4.6.1 With respect During the time period commencing upon the Effective Date and terminating upon the Closing or the earlier termination of this Agreement, subject to each Propertythe provisions of Section 8.3 hereof, Seller shall administer and timely perform all collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants of its obligations under the Leases), income shall not commit any default under the Leases and expenses from shall use commercially reasonable efforts to cause any portion material default by any Tenant under the Leases to be cured prior to the expiration of a Property shall be prorated as of the Investigation Period (but in no event later than the Closing Date). Purchaser shall receive all collected rent and income attributable to dates from and after Furthermore, during the Closing Date. Each Seller shall receive all collected rent and income attributable to dates time period commencing upon five (5) days prior to the expiration of the Investigation Period and terminating on the Closing Date. Notwithstanding or the foregoingearlier termination of this Agreement, no prorations as applicable, Seller shall not renew, extend, amend or modify any of the Leases or enter into any new Lease (each, a “Proposed New Lease”), without the prior written consent of Buyer in each instance, which consent shall be made given or withheld in relation Buyer’s sole discretion. In the event Seller desires to either (a) non-delinquent rents which have not been collected as enter into a Proposed New Lease, Seller shall deliver to Buyer a copy of the Closing Date, or (b) delinquent rents existing, if any, as Proposed New Lease for Buyer’s review in accordance with the provisions of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"this Section 5.1(c). In adjusting for Uncollected Rents, no adjustments Buyer shall be made in a Seller's favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx Tenants of the Properties for all Uncollected Rents and to take reasonable actions (not including lawsuits or formal proceedings) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six five (65) months after Business Days following the Closing Date, but not the obligation, in its own name, receipt of such Proposed New Lease for Buyer to demand payment of review and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue approve or commence legal actions or proceedings against any Tenant and the delivery disapprove of the same. Prior to the expiration of such five (5) Business Day period, Buyer shall deliver written notice to Seller advising Seller of Buyer’s approval or disapproval of such Proposed New Lease. In the event Buyer fails to timely deliver such written notice of approval or disapproval within such five (5) Business Day period, then Buyer shall be deemed to have disapproved such Proposed New Lease. All Proposed New Leases Assignment which are approved by Buyer pursuant to the provisions of this Section 5.1(c), and which are subsequently entered into and executed by Seller, shall not be deemed to constitute a waiver “New Lease” for purposes of this Agreement. All references in this Agreement to the “Leases” shall mean and include any New Leases entered into by any Seller of such right. Purchaser agrees to cooperate with each Seller in connection with all efforts and approved by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller Buyer pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertySection 5.1(c).
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Leases. 5.4.6.1 With respect to each Property, all All collected rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or other sums and charges payable by Tenants under the Leases), income and expenses from any portion of a the Property shall be prorated as of the Closing Date. Purchaser shall receive all collected rent and income attributable to dates from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to the Closing Date. In addition, with respect to the rebilling contract for the Property, Seller shall receive a credit at Closing equal to the one month average of the amount of the monthly utility bill associated with the Property for the pxxxxding 12 months multiplied by 2, plus a credit for the prorated portion of the month of Closing. Notwithstanding the foregoing, no prorations shall be made in relation to either (a) non-delinquent rents which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, as of the Closing Date (the foregoing (a) and (b) referred to herein as the "“Uncollected Rents"”). In adjusting for Uncollected Rents, no adjustments shall be made in a Seller's ’s favor for rents which have accrued and are unpaid as of the Closing, but Purchaser shall pay to such Seller such accrued Uncollected Rents as and when collected by Purchaser. For a period of 120 days following Closing, after first applying collected rents to the payment of all current obligations owing to Purchaser under the applicable Lease, and only then to Uncollected Rents due to the applicable Seller. Purchaser agrees to xxxx bill Tenants of the Properties Property for all Uncollected Uncollxxxxd Rents and to take reasonable actions (which shall not including lawsuits or formal proceedingsinclude an obligation to commence legal action) to collect Uncollected Rents. Notwithstanding the foregoing, Purchaser’s obligation to collect Uncollected Rents shall be limited to Uncollected Rents of not more than 90 days past due, and Purchaser’s collection of rents shall be applied, first, towards current rent and other amounts due and owing under the Leases, second, to Purchaser’s reasonable third-party costs of such collection, and third, to Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months after the Closing Dateright, but not the obligation, in its own name, to demand payment of and to collect Uncollected Rents owed to such Seller by any Tenant, which right shall include, without limitation, the right to continue or commence legal actions or proceedings against any Tenant and the delivery of the Leases Assignment shall not constitute a waiver by any Seller of such right; provided however, that the foregoing right of Seller shall be limited to actions seeking monetary damages and, in no event, shall Seller seek to evict any Tenants in any action to collect Uncollected Rents. Purchaser agrees to cooperate with each Seller in connection with all efforts by such Seller to collect such Uncollected Rents and to take all steps, whether before or after the Closing Date, as may be necessary to carry out the intention of the foregoing, including, without limitation, the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's ’s obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease lease with an existing Tenant, file any formal actions or proceedings, Tenant or evict any existing Tenant from a the Property.
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Samples: Purchase and Sale Contract (National Property Investors 6)
Leases. 5.4.6.1 With respect to each Property, all collected The monthly rent (whether fixed monthly rentals, additional rentals, escalation rentals, retroactive rentals, operating cost pass-throughs or and other sums and tenant charges payable by Tenants tenants under the Leases), income and expenses from any portion of a Property Leases shall be prorated adjusted as of midnight of the day immediately preceding the Closing Date. Date (such that Sellers are entitled to receive/retain all amounts allocable to the period prior to the Closing Date and Purchaser shall receive is entitled to receive/retain all collected rent and income attributable amounts allocable to dates the period from and after the Closing Date. Each Seller shall receive all collected rent and income attributable to dates prior to Date (including the Closing Date. Notwithstanding )), and any such rent and other charges prepaid to Sellers (including a pro rata portion of the foregoing, no prorations rent paid to and received by Sellers for the month in which Closing occurs) shall be made paid to Purchaser at Closing in relation to either (a) non-delinquent rents the form of a credit against the Purchase Price. Rent and other charges which have not been collected as of the Closing Date, or (b) delinquent rents existing, if any, are due but uncollected as of the Closing Date (the foregoing (a) and (b) referred to herein as the "Uncollected Rents"). In adjusting for Uncollected Rents, no adjustments shall not be made in a Seller's favor for rents which have accrued and are unpaid as of the Closingadjusted, but Purchaser shall pay cause the rent for the period prior to such Seller such accrued Uncollected Rents the Closing Date to be remitted to Sellers if, as and when collected by Purchasercollected, after first applying collected rents in accordance with the provisions of this Section 7.2(d). On the Closing Date, Sellers shall deliver to the payment Purchaser a schedule of all current obligations owing to Purchaser under the applicable Lease, such past due but uncollected rent and only then to Uncollected Rents due to the applicable Sellerother amounts owed by tenants. Purchaser agrees to xxxx Tenants cause the amount of such rental arrears to be included in the Properties for all Uncollected Rents and first bills thereafter submitted by Purchaser to take reasonable actions such tenants after the Closing 22 Date (not including lawsuits or formal proceedingsbut in no event shall such bills first be sent by Purchaser later than thirty (30) to collect Uncollected Rents. After the Closing, each Seller shall continue to have the right for a period of six (6) months days after the Closing Date) and to use commercially reasonable efforts for up to ninety (90) days following the Closing Date to collect such amounts on behalf of Sellers. All rent (including, but not without limitation, base rent, common area maintenance (“CAM”) charges, and real estate tax reimbursements), when collected, shall be applied first to Purchaser’s reasonable, third-party collection costs, then to current or delinquent rent due Purchaser as landlord under the obligationLeases for any time after the month in which the Closing Date occurs, then to delinquent rents owed for the month in its own namewhich the Closing Date occurs (which amounts shall be adjusted between Sellers and Purchaser as aforesaid), and the excess, if any, to demand payment Sellers on account of rental arrearages due to Sellers (for periods prior to the month in which the Closing Date occurs). Purchaser and Purchaser alone shall have the right to collect Uncollected Rents owed to pursue any such Seller arrearages by any Tenantaction against the tenant, which right shall includeincluding, without limitation, the right to continue file, with respect to any tenant that is the subject of a bankruptcy proceeding under the Bankruptcy Code or commence legal otherwise, a proof of claim or other requisite pleadings or documentation, and/or to take, with respect to any such tenant, such other actions as may be necessary or proceedings appropriate in any such bankruptcy or similar proceedings. At the Closing, Sellers shall assign to Purchaser any rights Sellers may have to pursue any such arrearages against any tenants under Existing Tenant Leases. Periodic tenant charges which are not paid by tenants as a part of monthly rental payments (such as, in some cases, CAM charges and the delivery real estate tax reimbursements) shall be apportioned as of the Leases Assignment shall not constitute a waiver by any Seller Closing Date between Sellers and Purchaser (in the manner set forth above) upon receipt of such right. Purchaser agrees the payment from the subject tenant subsequent to cooperate with each Seller the Closing Date, based on the number of days in connection with all efforts by such Seller to collect such Uncollected Rents the lease year (or other period) before and to take all steps, whether before or after the Closing Date, as may be necessary respectively. Further, with respect to carry out reconciliation of CAM charges and real estate tax reimbursements for the intention calendar year in which Closing occurs, Sellers shall deliver to Purchaser at Closing a schedule(s) showing the CAM and real estate tax reimbursements received from tenants prior to the Closing Date and the operating and real estate tax expenses of the foregoing, including, without limitation, Property actually incurred prior to the delivery to each Seller, within seven (7) days after a written request, of any relevant books and records (including, without limitation, rent statements, receipted bills and copies of tenant checks used in payment of such rent), the execution of any and all consents or other documents, and the undertaking of any act reasonably necessary for the collection of such Uncollected Rents by such Seller; provided, however, that Purchaser's obligation to cooperate with a Seller pursuant to this sentence shall not obligate Purchaser to terminate any Tenant Lease with an existing Tenant, file any formal actions or proceedings, or evict any existing Tenant from a PropertyClosing Date.
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