Common use of Conveyance Upon Remarketing Clause in Contracts

Conveyance Upon Remarketing. If the Lessee elects the Remarketing Option then the Lessee shall, in addition to making the payment required pursuant to Section 20.1(m) above, at its own cost and expense, do each of the following: (a) on or prior to the Expiration Date, execute and deliver to the Lessor (or the Lessor's designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, the following: (i) a deed covering all of the Lessee's right, title and interest in, to and under the Property, containing representations and warranties of grantor to the Lessor (or such other Person) solely regarding the absence of Liens (other than Lessor Liens and the Liens of the Security Documents), (ii) a xxxx of sale conveying to the Lessor (or such other Person) all of the Lessee's interest "as is" in all Equipment and other personal property constituting part of the Property and (iii) an assignment of all of the Lessee's interest in the Property (which shall include an assignment of all of the Lessee's right, title and interest in and to all Necessary Permits (to the extent assignable) and all awards, compensation and insurance proceeds payable in connection with any Casualty or Condemnation affecting the Property and an assignment of all subleases relating to the Property), in each case in recordable form and otherwise in conformity with local custom and free and clear of any Liens attributable to the Obligors; (b) on or prior to the Expiration Date, execute and deliver to the Lessor and the Lessor's title insurance company an affidavit as to the absence of any Liens (other than Permitted Property Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereof), and shall execute and deliver to the Lessor a statement of termination of this Lease; (c) on or prior to the Expiration Date, vacate the Property and transfer possession of the Property to the Lessor (or its designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, by surrendering the same into the possession of the Lessor or such Person, as the case may be, in the condition required by Section 20.1, free and clear of all Liens (other than Permitted Property Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereof), in good condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance with Applicable Law (including Environmental Laws); and (d) for a period of up to one (1) year after the Expiration Date, cooperate reasonably with the Lessor and/or any Person designated by the Lessor to receive the Property, which cooperation shall include reasonable efforts with respect to the following, all of which the Lessee shall do on or before the Expiration Date for the Property or as soon thereafter as is reasonably practicable: providing copies of all books and records regarding the maintenance and ownership of the Property and all know-how, data and technical information relating thereto, providing a current copy of the applicable Plans and Specifications, granting or assigning all Necessary Permits (to the extent assignable) and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this Lease. If one or more of the Return Conditions shall not be fulfilled as of the applicable date for such fulfillment, then the Remarketing Option shall be null and void (whether or not it has been theretofore exercised by the Lessee), in which event all of the Lessee's rights under this Article XX shall immediately terminate and the Lessee shall purchase from the Lessor, and the Lessor shall convey to the Lessee in accordance with the provisions of Section 19.1, on the Expiration Date all of the Lessor's interest in the Property for an amount equal to the Property Balance.

Conveyance Upon Remarketing. If the Lessee elects the Remarketing Option then the Lessee shall, in addition to making the payment required pursuant to Section 20.1(m20.1(k) above, at its own cost and expenseexpense (which costs and expenses shall be reimbursed by the Lessor upon a sale of the Property), do each of the following: (a) on or prior to the Expiration Date, execute and deliver to the Lessor (or the Lessor's ’s designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, the following: (i) a deed instruments of transfer covering all of the Lessee's ’s right, title and interest in, to and under the Property, containing representations and warranties of grantor to the Lessor (or such other Person) solely regarding the absence of Liens (other than Lessor Liens and the Liens of the Security Documents), (ii) a xxxx bills of sale conveying to the Lessor (or such other Person) all of the Lessee's ’s interest "as is" “AS IS” in all Equipment equipment and other personal property constituting part of the Property and (iii) an assignment of all of the Lessee's ’s interest in the Property (which shall include an assignment of all of the Lessee's ’s right, title and interest in and to all Necessary Permits (to the extent assignable) and all awards, compensation and insurance proceeds payable in connection with any Casualty or Condemnation affecting the Property and an assignment of all subleases relating to the Property), in each case in recordable form and otherwise in conformity with local custom and free and clear of any Liens attributable to the Obligors; (b) on or prior to the Expiration Date, execute and deliver to the Lessor and the Lessor's ’s title insurance company an affidavit as to the absence of any Liens (other than Permitted Property Lessor Liens and the Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereofSecurity Documents), and shall execute and deliver to the Lessor a statement of termination of this Lease; (c) on or prior to the Expiration Date, vacate the Property and transfer possession of the Property to the Lessor (or its designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, by surrendering the same into the possession of the Lessor or such Person, as the case may be, in the condition required by Section 20.1, free and clear of all Liens (other than Permitted Property Lessor Liens and the Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereofSecurity Documents), in good condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance with Applicable Law (including Environmental Laws); and (d) for a period of up to one six (16) year months after the Expiration Date, cooperate reasonably with the Lessor and/or any Person designated by the Lessor to receive the Property, which cooperation shall include reasonable efforts with respect to the following, all of which the Lessee shall do on or before the Expiration Date for the Property or as soon thereafter as is reasonably practicable: providing copies of all books and records regarding the maintenance and ownership of the Property and all know-how, data and technical information relating thereto, providing a current copy of the applicable Plans and Specifications, granting or assigning all Necessary Permits (to assignable licenses necessary for the extent assignable) maintenance and operation of the Property and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this LeaseLease for six (6) months only. If one or more of the Return Conditions shall not be fulfilled as of the applicable date for such fulfillment, then the Remarketing Option shall be null and void (whether or not it has been theretofore exercised by the Lessee), in which event all of the Lessee's ’s rights under this Article XX shall immediately terminate and the Lessee shall purchase from the Lessor, and the Lessor shall convey to the Lessee in accordance with the provisions of Section 19.1Lessee, on the Expiration Date all of the Lessor's ’s interest in the Property Properties for an amount equal to the Property Lease Balance.

Conveyance Upon Remarketing. If the Lessee elects the Remarketing Option then the Lessee shall, in addition to making the payment required pursuant to Section 20.1(m20.1(k) above, at its own cost and expenseexpense (which costs and expenses shall be reimbursed by the Lessor upon a sale of the Property), do each of the following: (a) on or prior to the Expiration Date, execute and deliver to the Lessor (or the Lessor's designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, the following: (i) a deed instruments of transfer covering all of the Lessee's right, title and interest in, to and under the Property, containing representations and warranties of grantor to the Lessor (or such other Person) solely regarding the absence of Liens (other than Lessor Liens and the Liens of the Security Documents), (ii) a xxxx bills of sale conveying to the Lessor (or such other Person) all of the Lessee's interest "as isAS IS" in all Equipment equipment and other personal property Master Lease constituting part of the Property and (iii) an assignment of all of the Lessee's interest in the Property (which shall include an assignment of all of the Lessee's right, title and interest in and to all Necessary Permits (to the extent assignable) and all awards, compensation and insurance proceeds payable in connection with any Casualty or Condemnation affecting the Property and an assignment of all subleases relating to the Property), in each case in recordable form and otherwise in conformity with local custom and free and clear of any Liens attributable to the Obligors; (b) on or prior to the Expiration Date, execute and deliver to the Lessor and the Lessor's title insurance company an affidavit as to the absence of any Liens (other than Permitted Property Lessor Liens and the Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereofSecurity Documents), and shall execute and deliver to the Lessor a statement of termination of this Lease; (c) on or prior to the Expiration Date, vacate the Property and transfer possession of the Property to the Lessor (or its designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, by surrendering the same into the possession of the Lessor or such Person, as the case may be, in the condition required by Section 20.1, free and clear of all Liens (other than Permitted Property Lessor Liens and the Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereofSecurity Documents), in good condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance with Applicable Law (including Environmental Laws); and (d) for a period of up to one six (16) year months after the Expiration Date, cooperate reasonably with the Lessor and/or any Person designated by the Lessor to receive the Property, which cooperation shall include reasonable efforts with respect to the following, all of which the Lessee shall do on or before the Expiration Date for the Property or as soon thereafter as is reasonably practicable: providing copies of all books and records regarding the maintenance and ownership of the Property and all know-how, data and technical information relating thereto, providing a current copy of the applicable Plans and Specifications, granting or assigning all Necessary Permits (to assignable licenses necessary for the extent assignable) maintenance and operation of the Property and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this LeaseLease for six (6) months only. If one or more of the Return Conditions shall not be fulfilled as of the applicable date for such fulfillment, then the Remarketing Option shall be null and void (whether or not it has been theretofore exercised by the Lessee), in which event all of the Lessee's rights under this Article XX shall immediately terminate and the Lessee shall purchase from the Lessor, and the Lessor shall convey to the Lessee in accordance with the provisions of Section 19.1Lessee, on the Expiration Date all of the Lessor's interest in the Property Properties for an amount equal to the Property Lease Balance.

Conveyance Upon Remarketing. If the Lessee elects the Remarketing Option then the Lessee shall, in addition to making the payment required pursuant to Section 20.1(m) above, at its own cost and expense, do each of the following: (a) on or prior to the Expiration Date, execute and deliver to the Lessor (or the Lessor's ’s designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, the following: (i) a deed covering all of the Lessee's ’s right, title and interest in, to and under the Property, containing representations and warranties of grantor to the Lessor (or such other Person) solely regarding the absence of Liens (other than Lessor Liens and the Liens of the Security Documents), (ii) a xxxx bxxx of sale conveying to the Lessor (or such other Person) all of the Lessee's ’s interest "“as is" ” in all Equipment and other personal property constituting part of the Property and (iii) an assignment of all of the Lessee's ’s interest in the Property (which shall include an assignment of all of the Lessee's ’s right, title and interest in and to all Necessary Permits (to the extent assignable) and all awards, compensation and insurance proceeds payable in connection with any Casualty or Condemnation affecting the Property and an assignment of all subleases relating to the Property), in each case in recordable form and otherwise in conformity with local custom and free and clear of any Liens attributable to the ObligorsLessee; (b) on or prior to the Expiration Date, execute and deliver to the Lessor and the Lessor's ’s title insurance company an affidavit as to the absence of any Liens (other than Permitted Property Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereof), and shall execute and deliver to the Lessor a statement of termination of this Lease; (c) on or prior to the Expiration Date, vacate the Property and transfer possession of the Property to the Lessor (or its designee) or, if the Lessor has accepted any bid for the Property, to the applicable purchaser of the Property, by surrendering the same into the possession of the Lessor or such Person, as the case may be, in the condition required by Section 20.1, free and clear of all Liens (other than Permitted Property Liens of the type described in clauses (a), (b), (c), (g) and (h) of the definition thereof), in good condition (as modified by Modifications permitted by this Lease), ordinary wear and tear excepted, and in compliance with Applicable Law (including Environmental Laws); and (d) for a period of up to one (1) year after the Expiration Date, cooperate reasonably with the Lessor and/or any Person designated by the Lessor to receive the Property, which cooperation shall include reasonable efforts with respect to the following, all of which the Lessee shall do on or before the Expiration Date for the Property or as soon thereafter as is reasonably practicable: providing copies of all books and records regarding the maintenance and ownership of the Property and all know-how, data and technical information relating thereto, providing a current copy of the applicable Plans and Specifications, granting or assigning all Necessary Permits (to the extent assignable) and cooperating reasonably in seeking and obtaining all necessary Governmental Action. The obligations of the Lessee under this paragraph shall survive the expiration or termination of this Lease. If one or more of the Return Conditions shall not be fulfilled as of the applicable date for such fulfillment, then the Remarketing Option shall be null and void (whether or not it has been theretofore exercised by the Lessee), in which event all of the Lessee's ’s rights under this Article XX shall immediately terminate and the Lessee shall purchase from the Lessor, and the Lessor shall convey to the Lessee in accordance with the provisions of Section 19.118.4, on the Expiration Date all of the Lessor's ’s interest in the Property for an amount equal to the Property Balance.