Common use of Acceptance of Rejectable Purchase Offer Clause in Contracts

Acceptance of Rejectable Purchase Offer. In the event of an acceptance or deemed acceptance of a Rejectable Purchase Offer, on the applicable Lease Termination Date, (i) Tenant shall, by wire transfer of immediately available funds, pay to Landlord the applicable price, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date and, if an Event of Default has occurred and is continuing, the Make Whole Premium (ii) the Net Proceeds with respect to the Premises shall be assigned or turned over to the Tenant upon Tenant's payment of the amounts set forth in this subsection (or if any Net Proceeds have been applied to a Loan, such amount shall be credited against Tenant's payment obligation under this subsection) and (iii) Landlord shall convey to Tenant fee simple title in the Premises (to the extent any portion has not been condemned) subject only to the Permitted Exceptions (which shall not include any mortgage created by Landlord) and any other liens, charges, restrictions or encumbrances created by Tenant or any of its creditors, employees, contractors, or agents or created by Landlord pursuant to the express terms hereof or with Tenant's consent. Tenant shall pay (i) all charges incident to such conveyance, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, transfer taxes and all other applicable taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and the delivery of said deed or conveyance and other instruments and (ii) all costs and expenses incurred by Landlord in connection with a prepayment of all or any portion of the indebtedness secured by an Indenture, including, without limitation, reasonable attorneys' fees and expenses of Landlord and Lender and any revenue, documentary stamp or intangible taxes. Upon the completion of Tenant's purchase of the Premises but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.

Appears in 2 contracts

Samples: Lease Agreement (Windrose Medical Properties Trust), Lease Agreement (Windrose Medical Properties Trust)

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Acceptance of Rejectable Purchase Offer. In the event of an acceptance or deemed acceptance of a Rejectable Purchase Offer, on the applicable Lease Termination Date, (i) Tenant shall, by wire transfer of immediately available funds, pay to Landlord the applicable price, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date and, if an Event of Default has occurred and is continuing, the Make Whole Premium (ii) the Net Proceeds with respect to the Premises shall be assigned or turned over to the Tenant upon Tenant's payment of the amounts set forth in this subsection (or if any Net Proceeds have been applied to a Loan, such amount shall be credited against Tenant's payment obligation under this subsection) and (iii) Landlord shall convey to Tenant fee simple title in the Premises (to the extent any portion has not been condemned) subject only to the Permitted Exceptions (which shall not include any my mortgage created by Landlord) and any other liens, charges, restrictions or encumbrances created by Tenant or any of its creditors, employees, contractors, or agents or created by Landlord pursuant to the express terms hereof or with Tenant's consent. Tenant shall pay (i) all charges incident to such conveyance, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, transfer taxes and all other applicable taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and the delivery of said deed or conveyance and other instruments and (ii) all costs and expenses incurred by Landlord in connection with a prepayment of all or any portion of the indebtedness secured by an Indenture, including, without limitation, reasonable attorneys' fees and expenses of Landlord and Lender and any revenue, documentary stamp or intangible taxes. Upon the completion of Tenant's purchase of the Premises but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.

Appears in 1 contract

Samples: Lease Agreement (Windrose Medical Properties Trust)

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Acceptance of Rejectable Purchase Offer. In the event of an acceptance or deemed acceptance of a Rejectable Purchase Offer, on the applicable Lease Termination Date, (i) Tenant shall, by wire transfer of immediately available funds, pay to Landlord the applicable price, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date and, if an Event of Default has occurred and is continuing, the Make Whole Premium (ii) the Net Proceeds with respect to the Premises shall be assigned or turned over to the Tenant upon Tenant's payment of the amounts set forth in this subsection (or if any Net Proceeds have been applied to a Loan, such amount shall be credited against Tenant's payment obligation under this subsection) and (iii) Landlord shall convey to Tenant fee simple title in the Premises (to the extent any portion has not been condemned) subject only to the Permitted Exceptions (which shall not include any mortgage created by Landlord) and any other liens, charges, restrictions or encumbrances created by Tenant or any of its creditors, employees, contractors, or agents or created by Landlord pursuant to the express terms hereof or with Tenant's consent. Tenant shall pay (i) all charges incident to such conveyance, including, without limitation, reasonable counsel fees, escrow fees, recording fees, title insurance premiums, transfer taxes and all other applicable taxes (other than any income or franchise taxes of Landlord) which may be imposed by reason of such conveyance and the delivery of said deed or conveyance and other instruments and (ii) all costs and expenses incurred by Landlord in connection with a prepayment of all or any portion of the indebtedness secured by an Indenture, including, without limitation, reasonable attorneys' fees and expenses of Landlord and Lender and any revenue, documentary stamp or intangible taxes. Upon the completion of Tenant's purchase of the Premises but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Landlord), this Lease shall terminate except with respect to obligations and liabilities of Tenant hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.'s

Appears in 1 contract

Samples: Lease Agreement (Windrose Medical Properties Trust)

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