Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer's right to review in advance Seller's proposed termination of any Lease to remedy a default thereunder. Buyer's approval of each New Lease or Modification shall also constitute Buyer's agreement to pay its prorata share of all reasonable leasing commissions and charges, if any, related to the New Lease or Modification, and the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer's receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the E▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease or Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Seller shall have the right to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated on or before the Closing Date. Without limiting the foregoing, Seller shall be solely responsible for all outstanding leasing commissions, tenant improvement/capital improvement costs, as well as any "free rent" under any of the Existing Leases which is applicable to the period following the Closing Date (collectively, the "Existing Tenant Inducement Costs") (and Buyer shall be provided a credit at Closing on account thereof), unless such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part of the 180-page offering memorandum prepared by CBRE.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts (1) Seller will continue to operate the Property until in the Closing Date or until the termination normal course of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer's right to review in advance Seller's proposed termination of any Lease business up to remedy a default thereunder. Buyer's approval of each New Lease or Modification shall also constitute Buyer's agreement to pay its prorata share of all reasonable leasing commissions and charges, if any, related to the New Lease or Modification, and the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To Seller shall maintain the extent Property in substantially the same condition as existed as of the Effective Date, reasonable wear and tear and damage by casualty and condemnation excepted, without waste, and shall conduct all reasonable repairs and maintenance of the Property with the frequency and quality that such repairs and maintenance were conducted prior to the Effective Date. Seller shall maintain all insurance that existed as of the Effective Date. Seller shall be entitled to terminate all Contracts as of the Closing Date unless Purchaser delivers written notice to Seller before the expiration of the Inspection Period describing which Contracts Purchaser desires to assume, subject to the terms of the particular Contract regarding assignability. Nothing contained herein shall prevent Seller from acting to prevent loss of life, personal injury or property damage in emergency situations or prevent Seller from performing any act with respect to the Property which may be required by any Lease, applicable law, rule or government regulations. (2) During the Inspection Period, Seller must give Purchaser notice of its intent to enter into any new Lease or to modify any existing Lease at least forty-eight (48) hours before Seller executes the same. Seller agrees to give Purchaser copies of such new Leases or modifications of existing Leases within three (3) business days after execution by Seller and the tenant. Purchaser acknowledges that Purchaser will not have the right to approve or disapprove of any new Lease or modification to any existing Lease prior to the end of the Inspection Period. After the end of the Inspection Period, and assuming that the Agreement is in full force and effect, then Seller must obtain from Purchaser its prior written approval of any new Lease or material modification of any existing Lease, which approval will not be unreasonably withheld or delayed. Purchaser shall be deemed to have disapproved such new Lease or material modification of the existing Lease if it does not give its written consent to such new lease or modification within five (5) days after Seller sends such new Lease or modification to Purchaser for Purchaser's approval. If Seller enters into any new lease or materially modifies any existing Lease after the Effective Date, Seller will receive on the closing statement a credit for any leasing commissions, tenant improvement costs, capital improvement tenant finish plan costs, space planning costs, or architectural costs or provisions of free rent are paid by Seller prior with respect to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer's receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If lease prior to the expiration Closing. If Seller enters into any new Lease or modifies any existing Lease after the Effective Date and this transaction closes, Purchaser will be responsible for all leasing commissions, tenant improvement costs, tenant finish plan costs, space planning costs, and architectural costs, for the new or modified lease which are due after the Closing and shall indemnify and hold Seller harmless from and against all such costs, which indemnity shall survive Closing. (3) Seller shall deliver to Purchaser on or before the Closing Date the tenant estoppel certificates substantially in the form of Exhibit G attached hereto from tenants occupying eighty percent (80%) of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of leased space at the Property which must include the Leases with those tenants listed on Exhibit H attached hereto and incorporated herein by reason reference (the "Required Tenants"). In the event Seller does not deliver the requisite number of a estoppel letters, the Seller, at Seller's option, may sign an affidavit affirming the same information as contained in the tenant default thereunder, and if Seller nevertheless enters into estoppel certificate for such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior space equal to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of difference between (i) eighty percent (80%) of the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or leased space and (ii) the expiration amount of leased space occupied by tenants who have delivered estoppel letters. Notwithstanding the Inspection Periodforegoing, to elect in writing to terminate this transaction Seller may not deliver an affidavit for the Required Tenants. To the extent that Seller delivers an affidavit rather than an estoppel letter and receive a refund of after Closing obtains the E▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentenceestoppel letter, then Buyer is deemed to have approved the New Lease or Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Seller shall have the right to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (exchange the estoppel letter for the affidavit and are) terminated on or before the Closing Date. Without limiting the foregoing, Seller affidavit shall be solely responsible for all outstanding leasing commissions, tenant improvement/capital improvement costs, as well as any "free rent" under any null and void and of no further force and effect upon delivery of the Existing Leases which is applicable appropriate estoppel letters. In the event Seller does not deliver the requisite number of estoppel letters or does not provide the requisite affidavits then notwithstanding any provision to the period following contrary, this shall not be deemed to be a default by Seller and Purchaser's only remedy shall be to terminate this Agreement and in that event the Closing Date (collectivelyDeposit shall be returned by Escrow Agent to Purchaser, all of Seller's Property Data and all other studies, leases, analysis, reports, plans, abstracts of title and surveys respecting the Property delivered by Seller or on behalf of Seller to Purchaser and all of Purchaser's Property Data shall be delivered by Purchaser to Seller; and, except as otherwise provided in the Inspection Indemnity, the "Existing Tenant Inducement Costs") (parties shall thereupon be relieved of any and Buyer shall be provided a credit at Closing on account thereof)all further responsibility hereunder and Seller and Purchaser shall, unless such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part upon return of the 180-page offering memorandum prepared Deposit by CBREEscrow Agent to Purchaser, execute and deliver to the other party a general release stating the same. This Article shall survive the Closing.

Operations Pending Closing. Seller, at its expense, shall use reasonable efforts to operate the Property until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each of the leases of space then in effect or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's ’s right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant's ’s exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer's ’s right to review in advance Seller's ’s proposed termination of any Lease to remedy a default thereunder. Except only as set forth on Exhibit 12, Buyer's ’s approval of each New Lease or Modification shall also constitute Buyer's ’s agreement to pay its prorata share of all reasonable leasing commissions and chargescommissions, if any, related to the New Lease or Modification, and its prorata share of the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and its prorata share of the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's ’s prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorata prorate share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer's ’s receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior to the expiration of the Inspection Period), Buyer shall have the right, on or prior to the later to occur of (i) the date 3 business days after its receipt of written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the E▇▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease or Lease, Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Seller shall have the right to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated Except only as set forth on or before the Closing Date. Without limiting the foregoingExhibit 12, Seller shall pay and be solely responsible for all outstanding leasing commissions, if any, related to the Existing Leases, and the cost of any tenant improvement/improvements and capital improvement costsimprovements to be constructed or installed for the tenant under any Existing Leases, as well as and the value of any "“free rent" ” periods under the Existing Leases, and to the extent any of the Existing Leases which is applicable foregoing have not be paid by Seller at or prior to the period following the Closing Date (collectivelyClosing, the "Existing Tenant Inducement Costs") (and Buyer shall be provided receive a credit at Closing on account thereof), unless against the Purchase Price for such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part of the 180-page offering memorandum prepared by CBREunpaid amounts.

Operations Pending Closing. SellerFrom and after the Effective Date and until Closing hereunder, at its expenseSeller covenants and agrees that: A. Until Closing, shall use reasonable efforts to operate the Property until Seller will be solely responsible for the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) the term “Existing Leases” shall mean each management of the leases of space then in effect or affecting Property. Upon the Property as expiration of the Contract Date; (ii) the term “New Leases” shall mean any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's right to review and approve each New Lease or Modification in advance (excepting modifications embodying solely a tenant's exercise of an existing right to renew, extend or cancel; provided, howeverFeasibility Period, Seller shall remain responsible to provide Buyer with written notice of the timing and terms not enter into any amendments or modifications of any such exercise), and, in additionService Contracts without notice to Purchaser, Seller may enforce its remedies under will manage the Residential Condominium, including the execution of any Lease in which new Residential Leases or extensions of any existing Residential Leases. Purchaser shall have the tenant is in default, subject to Buyer's right to review in advance Seller's proposed termination of reasonably approve any Lease to remedy a default thereunder. Buyer's approval of each New Lease or Modification shall also constitute Buyer's agreement to pay its prorata share of all reasonable leasing commissions and charges, if any, related to the New Lease or Modification, and the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller of any of the Retail Leases by reason of a tenant default thereunder, not approved by Buyer in writing within 5 business days after Buyer's receipt of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Feasibility Period. After the expiration of the Feasibility Period, BuyerPurchaser shall have the right, for any reason, timely rejects or disapproves of any proposed New Lease or Modification, or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunder, and if Seller nevertheless enters into such New Lease or Modification or terminates such Lease by reason of a tenant default (as Seller shall be free to do in its sole and absolute discretion prior discretion, to approve any Retail Leases, including, without limitation, the expiration scope of the Inspection Period)landlord work, Buyer shall have the right, on or prior to amount of any tenant improvement allowances and leasing commissions associated with a new Retail Lease. Upon the later to occur of (i) the date 3 business days after its receipt expiration of written notice that Seller has entered into such transactionthe Feasibility Period, or and (ii) the expiration exhaustion of any funds provided by Seller’s lender which have been designated by an approved budget for the payment of leasing costs associated with Retail Leases, Purchaser will be responsible for the payment of any leasing costs associated with Retail Leases (including, landlord work, tenant improvement allowances, leasing commission, third party construction management fees, and legal leasing expenses). Seller will provide Purchaser with at least five (5) business days’ prior notice of the Inspection date Purchaser will take over responsibility of said leasing costs. Seller shall take reasonable measures to preserve and enforce all of its rights and remedies with respect to the Property, the Leases, the Service Contracts, and under any licenses, permits, warranties, guarantees and the like described in Section 1.B(iv)-(vii) of this Agreement. Seller shall keep Purchaser timely informed of the status of the Property prior to Closing. Upon Closing, Seller and Bridger Corp shall enter into an agreement, in form reasonably acceptable to Purchaser, pursuant to which Bridger Corp shall be responsible for the property management and leasing of the Residential Condominium (“Property Management Agreement”). The Property Management Agreement will be for a period of one year, shall provide for a management fee of 3% of the rental revenue generated from the Residential Condominium and shall otherwise be on standard market terms. B. Seller shall promptly furnish to Purchaser, within five (5) business days of Seller’s receipt thereof, copies of any and all notices which it receives from federal, state or local governmental authorities having jurisdiction over the Property, any insurance company or board and from any other body having jurisdiction with respect to the use, occupancy and/or physical condition of the Property. C. Seller shall perform all maintenance and repairs on the Property required by the Leases to be performed by Seller, and generally shall operate, maintain and insure the Property in the same manner in which Seller is operating, maintaining and insuring the Property on the Effective Date (but subject at all times to the obligations of the tenants under the Leases to perform its obligations set forth therein). This obligation of Seller shall include, without limitation, the performance of all obligations, as owner of the Property, under the Leases, Service Contracts, and under any government approvals or licenses, any easements and other documents relating to the Property. Seller shall deliver the Property to Purchaser at Closing substantially in the condition existing as of the last day of the Feasibility Period, subject to elect normal wear and tear and damage and, as otherwise described in writing this Agreement, subject to terminate this transaction and receive a refund change due to casualty or condemnation. Without the prior written consent of the E▇▇▇▇▇▇ Money. If Buyer does Purchaser in each case, which consent shall not elect to terminate the transaction in accordance with the preceding sentencebe unreasonably withheld, then Buyer is deemed to have approved the New Lease conditioned or Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of the Leases by reason of a tenant default thereunderdelayed, Seller shall not enter into such New Lease any new contracts concerning the operation, management or Modification maintenance of the Property or carry out such termination except in the event of a default by Buyer hereunder. services thereto. D. Seller shall have the right to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated on or before the Closing Date. Without limiting the foregoing, Seller shall be solely responsible for all outstanding leasing commissions, tenant improvement/capital improvement costs, as well as not knowingly commit any "free rent" under act which would result in any of the Existing Leases which is applicable to the period following the Closing Date (collectively, the "Existing Tenant Inducement Costs") (and Buyer shall be provided a credit at Closing on account thereof), unless such Existing Tenant Inducement Costs were specifically disclosed to Buyer warranties or representations contained in writing this Agreement not being materially true or correct as part of the 180-page offering memorandum prepared by CBREClosing.

Operations Pending Closing. SellerSellers, at its their expense, shall use reasonable efforts to operate the Property Properties until the Closing Date or until the termination of this Agreement, whichever is earlier, in accordance with Seller’s past practices. For purposes of this Agreement: (i) Sellers shall not, without the term “Existing Leases” shall mean each prior written consent of the leases of space then in effect Partnership, which consent shall not unreasonably be withheld, enter into or affecting the Property as of the Contract Date; (ii) the term “New Leases” shall mean agree to enter into any lease of space affecting the Property entered into after the Contract Date in accordance with the terms of this Agreement; and (iii) the term “Lease” or “Leases” shall mean Existing Leases and New Leases collectively. Except as specifically set forth below in this paragraph, Seller may enter into New Leases and renewals, extensions, cancellations or other modifications to Leases (collectively, “Modifications”), subject to Buyer's right to review and approve each New Lease agreement concerning occupancy or Modification in advance (excepting modifications embodying solely a tenant's exercise of an existing right to renew, extend or cancel; provided, however, Seller shall remain responsible to provide Buyer with written notice of the timing and terms of any such exercise), and, in addition, Seller may enforce its remedies under any Lease in which the tenant is in default, subject to Buyer's right to review in advance Seller's proposed termination of any Lease to remedy a default thereunder. Buyer's approval of each New Lease or Modification shall also constitute Buyer's agreement to pay its prorata share of all reasonable leasing commissions and charges, if any, related to the New Lease or Modification, and the cost of any reasonable tenant improvements and capital improvements to be constructed or installed for the tenant under the New Lease or Modification, and the value of any reasonable “free rent” periods under the New Lease or Modification. Such prorata share shall be based on a fraction, the denominator of which shall be the number of days in the lease term of such Lease and the numerator of which shall be the number of days in such lease term excluding any days during the lease term that elapse before the Closing Date. To the extent any such commissions, tenant improvement costs, capital improvement costs or provisions of free rent are paid by Seller prior to Closing, Buyer will reimburse Seller at Closing, but only up to the Buyer's prorata share of such costs and amounts in connection with the New Lease or Modification approved by Buyer and, to the extent such are payable after the Closing, Seller shall credit Buyer at the Closing but only up to the Seller’s prorata share of such costs and amounts in connection with the New Lease or Modification. Any New Lease or Modification provided to Buyer for review, and any proposed termination by Seller use of any of the Leases by reason of a tenant default thereunderProperties, not approved by Buyer in writing within 5 business days after Buyer's receipt other agreements concerning operation or ownership of the New Lease or Modification or notice of the proposed termination shall be conclusively considered to have been approved by Buyer. If prior to the expiration of the Inspection Period, Buyer, for any reason, timely rejects or disapproves of any proposed New Lease or ModificationProperties, or any proposed termination by Seller modification or amendment of any existing Lease, Service Contract or any other agreement relating to the Properties which would survive Closing; or institute any summary or other eviction proceeding or action against any Tenant or occupant of the Properties. In connection with leases or renewals of existing Leases executed by reason Sellers after the Contract Date, the Partnership shall be responsible for payment of only the unamortized portion (amortized without interest on a tenant default thereunderstraight line basis over the Lease term) of any Tenant finish allowance, commissions and concessions, and if Seller nevertheless enters into leasing costs including design costs granted under such New Leases and attributable to the portion of the Lease term after the Closing Date, provided the Partnership has approved in writing Sellers’ execution of any such Lease or Modification or terminates amendment and the amount of the costs to be incurred thereby. The portion of such Lease by reason of a tenant default (as Seller shall be free to do in its sole Tenant finish allowance and absolute discretion prior commissions attributable to the expiration of the Inspection Period), Buyer shall have the right, period on or prior to the later Closing Date shall be paid by Sellers. Sellers agree, through and including the Closing Date and at Sellers’ sole cost and expense, to: (a) keep all existing Sellers’ insurance policies affecting the Properties or any portion thereof in full force and effect; (b) use commercially reasonable efforts to occur keep in full force and effect and/or to renew all licenses and permits, if any, pertaining to Sellers’ ownership or operation of the Properties or any portion thereof; and (ic) use commercially reasonable efforts to continue to provide all services currently provided by Sellers with respect to the date 3 business days after its receipt of Properties or any portion thereof, and to continue to operate, manage and maintain the Properties in substantially the same manner as Sellers currently operate, manage, repair, replace and maintain the Properties. Sellers agree to give the Partnership written notice that Seller has entered into such transaction, or (ii) the expiration of the Inspection Period, to elect in writing to terminate this transaction and receive a refund of the E▇▇▇▇▇▇ Money. If Buyer does not elect to terminate the transaction in accordance with the preceding sentence, then Buyer is deemed to have approved the New Lease or Modification, or lease termination. If, after the expiration of the Inspection Period, Buyer, in its reasonable discretion, timely rejects or disapproves any proposed New Lease or Modification or any proposed termination by Seller of any of citation or other notice which Sellers may receive, subsequent to the Leases by reason of a tenant default thereunder, Seller shall not enter into such New Lease or Modification or carry out such termination except in the event of a default by Buyer hereunder. Seller shall have the right Contract Date and prior to enter into new Service Contracts or modify existing Service Contracts without Buyer’s consent, provided such new or modified Service Contracts can be (and are) terminated on or before the Closing Date. Without limiting , from any governmental authority and alleging any violation of any law, ordinance, code rule, regulation or order regulating the foregoingProperties or the use thereof and shall, Seller shall be solely responsible for all outstanding leasing commissions, tenant improvement/capital improvement costs, as well as any "free rent" under any of the Existing Leases which is applicable prior to the period following the Closing Date (collectivelyand at its expense, cure the "Existing Tenant Inducement Costs") (and Buyer shall be provided a credit at Closing on account thereof), unless matter raised by such Existing Tenant Inducement Costs were specifically disclosed to Buyer in writing as part of the 180-page offering memorandum prepared by CBREnotice.