Common use of County Right to Recapture Clause in Contracts

County Right to Recapture. If Lessee proposes to assign its interest in this Lease, proposes to enter into any Major Sublease affecting the Property or proposes to transfer a Controlling Interest in Lessee, in each case excluding any Excluded Transfer (with any such proposed transaction herein referred to as a “Proposed Transfer”), it shall provide County with written notice of such desire, which notice shall include the sale price (“Lessee Sale Price”) at which it is willing to consummate the Proposed Transfer. For purposes hereof, a “Controlling Interest” in Lessee shall mean fifty percent (50%) or more of the direct or indirect Beneficial Interest in Lessee. Within thirty (30) days thereafter, County shall provide Lessee with written notification as to whether it has elected to acquire an option to purchase the interest subject to the Proposed Transfer. During said thirty (30) day period, Lessee may market the interest subject to the Proposed Transfer, provided that such interest is offered subject to County’s rights as provided in this Subsection 12.2.4. In the event that, prior to the expiration of said thirty (30) day period, County has given notice to Lessee that it has elected to acquire said option, Lessee shall deliver to County an assignable option to purchase the interest subject to the Proposed Transfer (“County Option”) at the Lessee Sale Price. Such County Option shall have a term of five (5) calendar months. During the term of the County Option, Lessee shall make the Property and its books and records reasonably available for inspection by County and third parties as reasonably requested by County. At Lessee’s request, any third party granted access to the Property or Lessee’s books and records pursuant to this Subsection 12.2.4 shall be required to execute a right-of-entry and confidentiality agreement on commercially reasonable terms. In the event that County causes Lessee to issue the County Option and subsequently declines to purchase the interest subject to the Proposed Transfer at the Lessee Sale Price, County shall pay to Lessee at the expiration of the County Option period (or, at County’s election, credit to Lessee against the next applicable installment(s) of Annual Minimum Rent and Percentage Rent), a sum (the “County Option Price”) which represents (a) three percent (3%) of the Lessee Sale Price, plus (b) seven percent (7%) interest per annum on said three percent (3%) of the Lessee Sale‌ Price, from the date Lessee received notice of County’s election to receive the County Option through the date on which the County Option Price, together with interest thereon, is paid or credited in full. If County either (i) fails to elect to cause Lessee to issue the County Option within said thirty (30) day period, or (ii) gives notice that it has elected not to acquire the interest subject to the Proposed Transfer, then during the nine (9) month period following the later of (i) or (ii), Lessee shall be entitled to enter into an agreement to consummate the Proposed Transfer with a third party (subject to County’s approval rights as otherwise set forth in this Lease) so long as (A) the actual price for the Proposed Transfer is equal to or greater than the Lessee Sale Price last offered to County and upon no more favorable material terms to the assignee, and (B) the transfer is consummated not later than twelve (12) months after the later of (i) or (ii) (which twelve (12) month period shall be extended to the extent the closing is delayed due to a delay by County in approving the transaction within sixty (60) days after County has received a notice from Lessee requesting County’s approval of such transaction and all information required by County under this Lease to permit County to evaluate the transaction). In the event of a proposed Major Sublease, County’s election shall pertain to such portion of the Property subject to the proposed Major Sublease or assignment and, in the event that County elects to acquire such portion of Lessee’s interest in the Property, Lessee’s obligation to pay Percentage Rent shall pertain only to the amounts derived from the portion of the Property retained by Lessee and Annual Minimum Rent shall be reduced as of the date of the acquisition to an amount equal to the Annual Minimum Rent multiplied by the ratio of the fair market value of the portion of the Property remaining with Lessee to the fair market value of the entire Property immediately prior to the Partial Taking, but without regard to any diminution in value resulting from the acquisition. Upon the next Adjustment Date, as described in Subsection 4.2.1(b) above, if any, for the purposes of adjusting the Annual Minimum Rent, all Annual Minimum Rent paid by Lessee to County prior to the date of such acquisition shall be adjusted, for the purposes of this calculation only, to the proportion that the fair market value of the portion of the Property which remains after such acquisition bears to the fair market value of the entire Property immediately prior to such acquisition. If the Parties cannot agree upon the appropriate Annual Minimum Rent, the matter shall be resolved by arbitration in the manner prescribed in Subsection 4.3.2. Any determinations of fair market value made pursuant to this Section 12.2.4 in connection with any arbitration proceeding shall be predicated upon the Income Approach. In the event that County elects to recapture all or any portion of the Property as provided herein, Lessee agrees to execute promptly a termination agreement and such other documentation as may be reasonably necessary to evidence the termination of this Lease, to set a termination date and to prorate rent and other charges with respect to the termination. County’s rights pursuant to this Subsection 12.2.4 shall not apply to (I) Financing Events, or (II) those events identified in Subsection 4.3.1(e)(2) of this Lease.

County Right to Recapture. If Lessee (including one or more Lessee Entities) proposes to assign its an assignment of fifty percent (50%) or more of the leasehold interest in this Lease, proposes to enter into any Major Sublease affecting the Property Premises, or proposes to transfer a Controlling Interest in LesseeLessee or any Lessee Entity or Entities collectively holding a fifty percent (50%) or greater share of the leasehold interest in this Lease, in each case excluding any and all Excluded Transfer Transfers (with any such proposed transaction herein referred to as a “Proposed Transfer”), it shall provide County with written notice of such desire, which notice shall include the sale price (“Lessee Sale Price”) at which it Lessee (or the subject Lessee Entity or Entities) is willing to consummate the Proposed Transfer. For purposes hereof, a “Controlling Interest” in Lessee shall mean fifty percent (50%) or more of the direct or indirect Beneficial Interest beneficial ownership of the capital and profits interests in LesseeLessee (or the applicable Lessee Entity). Within thirty (30) days thereafter, County shall provide Lessee with written notification as to whether it has elected to acquire an option to purchase the interest subject to the Proposed Transfer. During said thirty (30) day period, Lessee may market the interest subject to the Proposed Transfer, provided that such interest is offered subject to County’s rights as provided in this Subsection 12.2.411.2.4. In the event that, prior to the expiration of said thirty (30) day period, County has given notice to Lessee that it has elected to acquire said option, Lessee shall deliver to County an assignable option to purchase the interest subject to the Proposed Transfer (“County Option”) at the Lessee Sale Price. Such County Option shall have a term of five (5) calendar months. During the term of the County Option, Lessee shall make the Property Premises and its all books and records pertaining to the ownership and operation of the Premises reasonably available for inspection by County and third parties as reasonably requested by County. At Lessee’s request, any third party granted access to the Property Premises or Lessee’s books and records pursuant to this Subsection 12.2.4 11.2.4 shall be required to execute a right-of-entry and confidentiality agreement on commercially reasonable terms. In the event that County causes Lessee elects to issue be granted the County Option and subsequently declines to purchase the interest subject to the Proposed Transfer at the Lessee Sale Price, County shall pay to Lessee at the expiration of the County Option period (or, at County’s election, credit to Lessee against the next applicable installment(s) of Annual Minimum Rent and Percentage Rent), a sum (the “County Option Price”) which represents (ai) three percent (3%) of the Lessee Sale Price, plus (bii) seven percent (7%) interest per annum on said three percent (3%) of the Lessee Sale‌ Sale Price, from the date Lessee received notice of County’s election to receive the County Option through the date on which the County Option Price, together with interest thereon, is paid or credited in full. If County either (ia) fails to elect to cause Lessee to issue be granted the County Option within said thirty (30) day period, or (iib) gives notice that it has elected not to acquire the interest subject to the Proposed Transfer, then during Lessee (or the nine (9applicable Lessee Entity or Entities) month period following the later of (i) or (ii), Lessee shall be entitled to enter into an agreement to consummate the Proposed Transfer with a third party (subject to County’s approval rights as otherwise set forth in this Lease) so long as (A1) the actual price for the Proposed Transfer is equal to or greater than ninety-five percent (95%) of the Lessee Sale Price last offered to County and upon no more favorable material terms to the assignee, assignee and (B2) the transfer is consummated not later than twelve (12) months after the later of (ia) or (iib) (which twelve (12) month period shall be extended to the extent the closing is delayed due to a delay by County in approving the transaction within sixty (60) days after County has received a notice from Lessee requesting County’s approval of such transaction and all information required by County under this Lease to permit County to evaluate the transaction). In the event of a proposed Major Sublease, County’s election shall pertain to such that portion of the Property Premises subject to the proposed Major Sublease or assignment and, in the event that County elects to acquire such portion of Lessee’s interest in such portion of the PropertyPremises, Lessee’s Annual Minimum Rent and Security Deposit shall be proportionally reduced, Lessee’s obligation to pay Percentage Rent shall pertain only to the amounts derived from the portion of the Property Premises retained by Lessee Lessee, and Annual Minimum Rent Lessee’s obligations with respect to the Capital Improvement Fund, Subsequent Renovation Fund and Demolition Security shall be reduced as to reasonably reflect the expected expenditures required under Section 5.13 for Permitted Capital Expenditures, Section 5.11 for the Subsequent Renovation, and Section 2.3 for the demolition and removal of the date of the acquisition Improvements, respectively, with respect to an amount equal to the Annual Minimum Rent multiplied by the ratio of the fair market value of the portion of the Property remaining with Lessee Premises retained by Lessee, and County agrees to the fair market value of the entire Property immediately prior to the Partial Taking, but without regard to any diminution in value resulting from the acquisition. Upon the next Adjustment Date, as described in Subsection 4.2.1(b) above, promptly execute and deliver commercially reasonable documentation effectuating same if any, for the purposes of adjusting the Annual Minimum Rent, all Annual Minimum Rent paid requested by Lessee to County prior to the date of such acquisition shall be adjusted, for the purposes of this calculation only, to the proportion that the fair market value of the portion of the Property which remains after such acquisition bears to the fair market value of the entire Property immediately prior to such acquisition. If the Parties cannot agree upon the appropriate Annual Minimum Rent, the matter shall be resolved by arbitration in the manner prescribed in Subsection 4.3.2. Any determinations of fair market value made pursuant to this Section 12.2.4 in connection with any arbitration proceeding shall be predicated upon the Income ApproachLessee. In the event that County elects to recapture all or any portion of the Property Premises as provided herein, Lessee agrees to execute promptly a termination agreement and such other documentation as may be reasonably necessary to evidence the termination of this Lease (or partial termination of this Lease, if and as applicable), to set a termination date and to prorate rent and other charges with respect to the termination. County’s rights pursuant to this Subsection 12.2.4 shall not apply to (I) Financing Events, or (II) those events identified in Subsection 4.3.1(e)(2) of this Lease.Subsection

County Right to Recapture. If Lessee proposes to assign its interest in this LeaseLease or the Premises, or proposes to enter into any Major Sublease affecting the Property or proposes to transfer a Controlling Interest in Lessee, in each case excluding any Excluded Transfer Premises (with any either such proposed transaction herein referred to as a “Proposed Transfer”), it shall provide County with written notice of such desire, which notice shall include desire and the sale price (“Lessee Sale Price”) at which it is willing to consummate the Proposed Transfer. For purposes hereof, a “Controlling Interest” in Lessee shall mean fifty percent (50%) or more of the direct or indirect Beneficial Interest in Lessee. Within thirty (30) days thereafter, County shall provide Lessee with written notification as to whether it has elected to acquire an option to purchase the interest subject to the Proposed Transfer. During said thirty (30) day period, Lessee may continue to market the interest subject to the Proposed Transfer, provided that such interest is offered subject to County’s rights as provided in this Subsection 12.2.4herein. In the event that, prior to the expiration of said thirty (30) day period, County has given notice to Lessee that it has elected to acquire said option, Lessee County shall deliver to County have an assignable option to purchase the interest subject to the Proposed Transfer (“County Option”) at the Lessee Sale Price. Such County Option shall have a term of five (5) calendar monthsmonths from the date of County’s notice of its election to acquire such option. During the term of the County Option, Lessee shall make the Property Premises and its books and records reasonably available for inspection by County and third parties as reasonably requested by County. At Lessee’s request, any third party granted access to the Property or Lessee’s books and records pursuant to this Subsection 12.2.4 shall be required to execute a right-of-entry and confidentiality agreement on commercially reasonable terms. In the event that County causes Lessee to issue the County Option and subsequently declines to purchase the interest subject to the Proposed Transfer at the Lessee Sale Price, County shall pay to Lessee at the expiration of the County Option period (or, at County’s election, credit to Lessee against the next applicable installment(s) of Annual Minimum Rent and Percentage Rent), a sum (the “County Option Price”) which represents (ai) three percent (3%) of the Lessee Sale Price, plus (bii) seven percent (7%) interest per annum on said three percent (3%) of the Lessee Sale‌ Sale Price, from the date Lessee received notice of County’s election to receive the County Option through the date on which the County Option Price, together with interest thereon, is paid or credited in full. If County either (ia) fails to elect to cause Lessee to issue acquire the County Option within said thirty (30) day period, or (iib) gives notice that it has elected not to acquire the interest subject to the Proposed Transfer, then during the nine (9) month period following the later of (ia) or (iib), Lessee shall be entitled to enter into an agreement to consummate the Proposed Transfer with a third party (subject to County’s approval rights as otherwise set forth in this Lease) so long as (A1) the actual price for the Proposed Transfer is equal to or greater than the Lessee Sale Price last offered to County and upon no more favorable material terms to the assignee, and (B2) the transfer is consummated not later than twelve (12) months after the later of (ia) or (ii) (which twelve (12) month period shall be extended to the extent the closing is delayed due to a delay by County in approving the transaction within sixty (60) days after County has received a notice from Lessee requesting County’s approval of such transaction and all information required by County under this Lease to permit County to evaluate the transactionb). In the event of a proposed Major SubleaseSublease or other permitted assignment of less than all of the Premises, County’s election shall pertain to such the portion of the Property Premises that is the subject to of the proposed Major Sublease or assignment and, in the event that County elects to acquire such portion of Lessee’s interest in the PropertyPremises, Lessee’s Annual Minimum Rent shall be proportionally reduced and Lessee’s obligation to pay Percentage Rent shall pertain only to the amounts derived from the portion of the Property Premises retained by Lessee and Annual Minimum Rent shall be reduced as of the date of the acquisition to an amount equal to the Annual Minimum Rent multiplied by the ratio of the fair market value of the portion of the Property remaining with Lessee to the fair market value of the entire Property immediately prior to the Partial Taking, but without regard to any diminution in value resulting from the acquisition. Upon the next Adjustment Date, as described in Subsection 4.2.1(b) above, if any, for the purposes of adjusting the Annual Minimum Rent, all Annual Minimum Rent paid by Lessee to County prior to the date of such acquisition shall be adjusted, for the purposes of this calculation only, to the proportion that the fair market value of the portion of the Property which remains after such acquisition bears to the fair market value of the entire Property immediately prior to such acquisition. If the Parties cannot agree upon the appropriate Annual Minimum Rent, the matter shall be resolved by arbitration in the manner prescribed in Subsection 4.3.2. Any determinations of fair market value made pursuant to this Section 12.2.4 in connection with any arbitration proceeding shall be predicated upon the Income ApproachLessee. In the event that County elects to recapture all or any portion of the Property Premises as provided herein, Lessee agrees to execute promptly a termination agreement and such other documentation as may be reasonably necessary to evidence the termination of this Lease, to set a termination date and to prorate rent and other charges with respect to the termination. County’s rights pursuant to this Subsection 12.2.4 subsection 11.2.4 shall not apply to (I) Financing Events, Events or (II) those events identified in Subsection 4.3.1(e)(2) subsection 4.6.2 of this Lease.

County Right to Recapture. If Lessee Xxxxxx proposes to assign its interest in this Lease, proposes to enter into any Major Sublease affecting the Property Premises or proposes to transfer a Controlling Interest in Lessee, in each case excluding any Excluded Transfer (with any such proposed transaction herein referred to as a “Proposed Transfer”), it shall provide County with written notice of such desire, which notice shall include the sale price (“Lessee Sale Price”) at which it is willing to consummate the Proposed Transfer. For purposes hereof, a “Controlling Interest” in Lessee shall mean fifty percent (50%) or more of the direct or indirect Beneficial Interest beneficial interest in Lessee. Within thirty (30) days thereafter, County shall provide Lessee with written notification as to whether it has elected to acquire an option to purchase the interest subject to the Proposed Transfer. During said thirty (30) day period, Lessee may market the interest subject to the Proposed Transfer, provided that such interest is offered subject to County’s rights as provided in this Subsection 12.2.411.2.4. In the event that, prior to the expiration of said thirty (30) day period, County has given notice to Lessee Xxxxxx that it has elected to acquire said option, Lessee shall deliver to County an assignable option to purchase the interest subject to the Proposed Transfer (“County Option”) at the Lessee Sale Price. Such County Option shall have a term of five (5) calendar months. During the term of the County Option, Lessee shall make the Property Premises and its books and records reasonably available for inspection by County and third parties as reasonably requested by County. At Lessee’s request, any third party granted access to the Property Premises or LesseeXxxxxx’s books and records pursuant to this Subsection 12.2.4 11.2.4 shall be required to execute a right-of-entry and confidentiality agreement on commercially reasonable terms. In the event that County causes Lessee to issue the County Option and subsequently declines to purchase the interest subject to the Proposed Transfer at the Lessee Sale Price, County shall pay to Lessee at the expiration of the County Option period (or, at County’s election, credit to Lessee against the next applicable installment(s) of Annual Minimum Rent and Percentage Rent), a sum (the “County Option Price”) which represents (ai) three percent (3%) of the Lessee Sale Price, plus (bii) seven percent (7%) interest per annum on said three percent (3%) of the Lessee Sale‌ Sale Price, from the date Lessee received notice of County’s election to receive the County Option through the date on which the County Option Price, together with interest thereon, is paid or credited in full. If County either (ia) fails to elect to cause Lessee to issue the County Option within said thirty (30) day period, or (iib) gives notice that it has elected not to acquire the interest subject to the Proposed Transfer, then during the nine (9) month period following the later of (ia) or (iib), Lessee shall be entitled to enter into an agreement to consummate the Proposed Transfer with a third party (subject to County’s approval rights as otherwise set forth in this Lease) so long as (A1) the actual price for the Proposed Transfer is equal to or greater than the Lessee Sale Price last offered to County and upon no more favorable material terms to the assignee, assignee and (B2) the transfer is consummated not later than twelve (12) months after the later of (ia) or (iib) (which twelve (12) month period shall be extended to the extent the closing is delayed due to a delay by County in approving the transaction within sixty (60) days after County has received a notice from Lessee requesting County’s approval of such transaction and all information required by County under this Lease to permit County to evaluate the transaction). In the event of a proposed Major Sublease, County’s election shall pertain to such portion of the Property Premises subject to the proposed Major Sublease or assignment and, in the event that County elects to acquire such portion of LesseeXxxxxx’s interest in the PropertyPremises, Lessee’s Annual Minimum Rent shall be proportionally reduced and Lessee’s obligation to pay Percentage Rent shall pertain only to the amounts derived from the portion of the Property Premises retained by Lessee and Annual Minimum Rent shall be reduced as of the date of the acquisition to an amount equal to the Annual Minimum Rent multiplied by the ratio of the fair market value of the portion of the Property remaining with Lessee to the fair market value of the entire Property immediately prior to the Partial Taking, but without regard to any diminution in value resulting from the acquisition. Upon the next Adjustment Date, as described in Subsection 4.2.1(b) above, if any, for the purposes of adjusting the Annual Minimum Rent, all Annual Minimum Rent paid by Lessee to County prior to the date of such acquisition shall be adjusted, for the purposes of this calculation only, to the proportion that the fair market value of the portion of the Property which remains after such acquisition bears to the fair market value of the entire Property immediately prior to such acquisition. If the Parties cannot agree upon the appropriate Annual Minimum Rent, the matter shall be resolved by arbitration in the manner prescribed in Subsection 4.3.2. Any determinations of fair market value made pursuant to this Section 12.2.4 in connection with any arbitration proceeding shall be predicated upon the Income ApproachLessee. In the event that County elects to recapture all or any portion of the Property Premises as provided herein, Lessee Xxxxxx agrees to execute promptly a termination agreement and such other documentation as may be reasonably necessary to evidence the termination of this Lease, to set a termination date and to prorate rent and other charges with respect to the termination. County’s rights pursuant to this Subsection 12.2.4 11.2.4 shall not apply to (I) Financing Events, or (II) those events identified in Subsection 4.3.1(e)(2) 4.6.2 of this Lease.