End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee in form and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date. (b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to (i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or (ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or (iii) the existence of any Environmental Violations, or (iv) any restoration or rebuilding carried out by the Lessee, or (v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or (vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or (vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).
Appears in 4 contracts
Samples: Lease (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc)
End of Term Indemnity. In the event that (a) If the Lessee elects the Remarketing Option Sale Option; and there would(b) after paying to Collateral Agent or Lessor, after giving effectas the case may be, for the benefit of the Participants, any amounts due under Articles XX, XXI and XXII of the Lease, the Lease Balance shall not have been reduced to the proposed remarketing transactions, be a Shortfall Amountzero, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, deliver a report from an neutral MAI appraiser selected by the Lessor and reasonably satisfactory having at least five (5) years of experience in the appraisal of commercial properties comparable to the Lessee Leased Property. The report shall be in form and substance satisfactory to the Lessor (the "End of the Term Report") which Lessor. The appraisal shall state the appraiser's conclusions as use customary and usual appraisal methods to the reason for any decline in determine the Fair Market Sales Value of the Leased Property from as of the Expiration Date (the “Expiration Date Fair Market Value”). If the appraiser concludes in his or her professional judgment that anticipated the reasons for such the Expiration Date Fair Market Value of the Leased Property being less than the Fair Market Value as of the date of the Appraisal were due to any of the following events, circumstances or conditions, then Lessee shall promptly pay over to Collateral Agent or Lessor, as the case may be, any amount by which the Fair Market Value of the Leased Property as specified in the Appraisal delivered on exceeds the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Expiration Date Fair Market Value to the Expiration Date, the Lessee shall pay extent attributable to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion any of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
following events: (i) extraordinary use, excessive use of the Leased Property; (ii) the failure to maintainmaintain the Leased Property as required by the Lease and the other Operative Documents, and in at least as good a condition as it was as of the commencement of the Term, ordinary wear and tear excepted; (iii) any Modification to repairor restoration or rebuilding of the Leased Property, whether or not permitted pursuant to restorethe Operative Documents, except for Required Modifications performed in accordance with Article X of the Lease; (iv) the existence on or before the Expiration Date of any adverse environmental condition at or affecting the Leased Property; or (v) any other cause or condition within the power of Lessee or any Affiliate to rebuild control or to replaceaffect, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case other than ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).
Appears in 2 contracts
Samples: Participation Agreement (Silicon Laboratories Inc), Participation Agreement (Silicon Laboratories Inc)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1, the Lessee shall cause to be delivered to the Lessor at least ------------ thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee in form and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's ---------------------- conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, oror ------------
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).
Appears in 2 contracts
Samples: Lease (Brookdale Living Communities Inc), Lease (Brookdale Living Communities Inc)
End of Term Indemnity. (a) If the Lessee elects (on behalf of the Lessee) the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Lessor Administrative Agent and Agent Certificate Holder at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Agent Certificate Holder, the Administrative Agent and the Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the As-Completed Appraisal delivered on with respect to the Acquisition DateProperty or any Improvements to the Property.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, Date the Lessee shall pay to the Lessor Administrative Agent and Agent Certificate Holder for the account of each of the Lenders and Certificate Holders an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, ; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), ; or
(ii) with respect any change(s) to the Property, Plans and Specifications or any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, the Construction Agent or any sublessee, in each case not in compliance with the Operative Documents or;
(iii) contamination at the existence Property resulting from any Hazardous Activity, Hazardous Materials or Environmental Violations other than as disclosed to the Certificate Holders in writing in connection with the Acquisition Date, the indemnity for which shall not exceed the cost of any Environmental Violationsthe remediation thereof, or
(iv) any restoration or rebuilding carried out by the LesseeLessee or Construction Agent, or
(v) any condemnation of any portion of the Property pursuant to Article XIV of the Master Lease, or
(vi) any use of the Property or any part thereof by the Lessee other than for its intended purposes as permitted under this Leasecontemplated by the Appraisal, or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Master Lease, or
(viiviii) the failure of the Lessor Trust to have good and marketable title to the Property free and clear of all Liens (excluding other than Permitted Property Liens), or
(ix) the existence of any sublease relating to the Properties that shall survive the Expiration Date. The indemnity set forth in this Section 13.2 is not a guaranty of the residual value or Certificate Holder Amount with respect to any Property.
Appears in 2 contracts
Samples: Participation Agreement (Mondavi Robert Corp), Participation Agreement (Mondavi Robert Corp)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to either the Expiration DateDate or the last day of the Remarketing Period, if Section 17.2(h) of the Lease is applicable, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Agent and the Required Participants in form and substance satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee or any sublessee; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any sublessee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under this Lease, by the Operative Documents; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have good and marketable fee title to the Property free and clear of all Liens (excluding including Permitted Liens and Permitted Exceptions) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Closing Date and were disclosed in the policy of title insurance delivered pursuant to Section 6.1; (B) Lessor Liens); and (C) to the extent any such liability arising as a result of a title defect is offset by the proceeds of title insurance.
Appears in 1 contract
End of Term Indemnity. (a) If In addition to the indemnities provided in Sections 14.1 and 14.2, if the Lessee elects the Remarketing Option set forth at Section 22.1 of the Lease with respect to the Properties (which shall, for purposes of this Section 14.4, include all Improvements thereon being constructed pursuant to the Construction Agency Agreement and for which the Completion Date has not occurred) subject to the Lease and there would, after giving effect, to the proposed remarketing transactions, be is a Shortfall AmountAmount with respect to such Properties, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing Remarketing of the such Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to no later than the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor Appraiser in form and substance reasonably satisfactory to the Lessee in form Required Lenders and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's conclusions as to establish the reason for any decline in impairment to the Fair Market Sales Value value of any of such Property which was sold for an amount less than the Property from that anticipated Balance for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to Property. On the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline an impairment to the value in the Fair Market Sales Value of the such Property due to:
(ia) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable lawsRequirements Laws, failure to use, use quality workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iiib) the existence of any Hazardous Activity, Hazardous Substance or Environmental ViolationsViolations occurring or discovered after the Property Closing Date for such Property (regardless of the Person so discovering any of the foregoing), or
(ivc) any restoration or rebuilding carried out by the LesseeLessee or any failure to reach Completion Date or to complete any Modification, orrestoration or rebuilding, in either case, by the Expiration Date,
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vid) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease or any release of a portion of the Property made pursuant to Section 12.3 of the Lease; or
(viie) the failure of the Lessor to have good and marketable title to the such Property free and clear of all Liens (excluding including Permitted Liens (other than Lessor Liens and Agent's Liens)) and exceptions to title.
Appears in 1 contract
End of Term Indemnity. In the event that at the end of the Lease Term (ai) If the Lessee Lessor elects the Remarketing Option option to reject a third party offer to purchase a Property as set forth in SECTION 15.6(xi) of the Lease and there would, (ii) after giving effect, to Lessor receives the proposed remarketing transactions, be a Shortfall sales proceeds from the Leased Property under SECTION 15.6 or 15.7 of the Lease together with Lessee's payment of the Recourse Deficiency Amount, Lessor shall not have received the entire Lease Balance, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1Lessor, the Lessee shall cause to be delivered to Credit Bank or the Lessor at least thirty (30) days prior to the Expiration DateHolders may obtain, at the Lessee's sole cost and expenseexpense of the Lessee, a an appraisal report from an the Appraiser (or if the Appraiser is not available, another appraiser selected by the Lessor and reasonably satisfactory to Lessor, the Lessee Credit Bank or the Holders, as the case may be) in form and substance satisfactory to Lessor, the Lessor (Credit Bank and the "End of the Term Report") which shall state the appraiser's conclusions as Holders to establish the reason for any decline in the Fair Market Sales Value value of the Leased Property from that anticipated for such date in the Appraisal appraisal delivered on the Acquisition Closing Date.
(b) If . The Lessee shall promptly reimburse Lessor for the Lessee elects the Remarketing Option, then on or prior amount equal to such decline in value to the Expiration Date, extent that the Lessee shall pay appraisal report delivered pursuant to the Lessor an amount (not preceding sentence concludes that such decline was due to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replacereplace the Leased Property or any part thereof in a manner consistent with reasonable preservation of its value, failure to comply with all applicable lawsApplicable Laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, or any other cause or condition within the reasonable power of the Lessee to control or effect, in any such case resulting in the Improvement failing to be in the same condition as on the Closing Date (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).and
Appears in 1 contract
End of Term Indemnity. In the event that at the end of the Lease Term (ai) If the Lessee Lessor elects the Remarketing Option option set forth in Section 15.6 of the Lease and there would, (ii) after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to Lessor receives the Expiration Date and as a condition to sales proceeds from the Leased Property under Section 15.6 or 15.7 of the Lease together with the Lessee's right to complete the remarketing payment of the Property pursuant to Section 24.1Recourse Deficiency Amount, the Lessee Lessor shall cause to be delivered to not have received the entire Lease Balance, then the Lessor at least thirty (30) days prior to or the Expiration DateLender may obtain, at the Lessee's sole cost and expense, a an appraisal report of each Property from an the appraiser selected by who prepared the Lessor and most recent appraisal of the Property prepared in accordance with Section 3 hereof (or if such appraiser is not available, another appraiser reasonably satisfactory to the Lessee Lessor or the Lender, as the case may be) in form and substance satisfactory to the Lessor (and the "End of the Term Report") which shall state the appraiser's conclusions as Lender to establish the reason for any decline in the Fair Market Sales Value value of the Leased Property from that anticipated for such date in the Appraisal appraisals delivered on in accordance with Section 3 hereof. The Lessee shall promptly reimburse the Acquisition Date.
(b) If Lessor for the Lessee elects the Remarketing Option, then on or prior amount equal to such decline in value to the Expiration Date, the Lessee shall pay extent any appraisal report delivered pursuant to the Lessor an amount (not preceding sentence concludes that any such decline was due to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replacereplace the Property in a manner consistent with reasonable preservation of its value, failure to comply with all applicable lawsApplicable Laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, or any other cause or condition within the reasonable power of the Lessee to control or effect resulting in Improvements failing to constitute a warehouse and distribution facility (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification Alteration made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).Leased
Appears in 1 contract
Samples: Master Participation Agreement (Eagle Usa Airfreight Inc)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the earlier of the Expiration DateDate or the last day of the Remarketing Period, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to Agent and the Lessee Required Participants in form and substance satisfactory to Lessor, Agent and the Lessor Required Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date stated in the Appraisal by CB Xxxxxxx Xxxxx, Inc. Valuaton and Advisory Services dated March 15, 2002 and delivered on to the Acquisition Agent and Lessor prior to the Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or
; (ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
Lessee or any sublessee; or (iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, or
(iv) ; or any restoration or rebuilding carried out by Lessee or any sublessee; or (iv) any condemnation of any portion of the Lessee, or
Property pursuant to Article XV of the Lease; or (v) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under this Lease, or
by the Operative Documents; or (vi) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, or
12.2 of the Lease; or (vii) the failure of the Lessor to have good and marketable fee title to the Property free and clear of all Liens (excluding including Permitted Liens and Permitted Exceptions) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Closing Date and were disclosed in the policy of title insurance delivered pursuant to Section 6.1; (B) Lessor Liens); and (C) to the extent any such liability arising as a result of a title defect is offset by the proceeds of title insurance.
Appears in 1 contract
End of Term Indemnity. If (a) If the Lessee elects the Remarketing Sale Option and there would(b) after paying to Administrative Agent, after giving effectfor the benefit of the Participants, any amounts due under ARTICLES XX and XXI of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall promptly pay an amount equal to the proposed remarketing transactionsshortfall to Administrative Agent on the Expiration Date to the extent that an appraisal report conforming to the requirements of this SECTION 12.3 indicates that such shortfall is due to any of the following events, be circumstances or conditions, whether or not permitted under the Lease: (i) the failure to maintain the Leased Property as required by the Lease and the other Operative Documents, and in at least as good a Shortfall Amountcondition as it was in on the Completion Date, then ordinary wear and tear excepted; (ii) the carrying out of or the failure to undertake any improvements or Modifications (including the Financed Improvements) by Lessee whether or not permitted pursuant to the Operative Documents, ordinary wear and tear excepted; (iii) any change or modification to the Approved Plans and Specifications following the earlier of (x) the Second Document Closing Date and (y) the delivery of the Approved Plans and Specifications pursuant to SECTION 6.1(o), whether or not permitted pursuant to the Operative Documents, (iv) the existence of any environmental condition at or affecting the Leased Property, whether or not such condition existed on the initial Advance Date; (v) any defect, exception, easement, restriction or other encumbrance on or title to the Leased Property within the power of Lessee to control or affect, whether or not created or existing on the initial Advance Date, (vi) the dependence of the Leased Property on any improvement or facility not fully located on the Leased Property; (vii) any restoration or rebuilding carried out by Lessee or any sublessee; (viii) any use of the Leased Property or any part thereof by Lessee or any sublessee other than as an office building, or (ix) any other cause or condition within the power of Lessee to control or affect, other than ordinary wear and tear. For purposes of making the determination provided for in this SECTION 12.3, Lessor may request, and Lessee shall thereupon provide not less than 15 Business Days prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing consummation of the Property pursuant to Section 24.1, sale of the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration DateLeased Property, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor Required Participants and reasonably satisfactory to the Lessee approved by Lessee, in form and substance satisfactory to the Lessor (Required Participants and using approved methods satisfactory to the "End Required Participants, concerning the extent to which the fact that the actual Fair Market Value of the Term Report") which shall state Leased Property as of the appraiser's conclusions as to the reason for any decline in Expiration Date is less than the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior is due to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion any of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline factors enumerated in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens)preceding sentence hereof.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Agent Lessor at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor Appraiser in form and substance reasonably satisfactory to the Lessee in form Agent Lessor, the Administrative Agent and substance satisfactory to the Lessor Participants (the "End of the Term Report"" ) which shall state the appraiserAppraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Property from that anticipated for such date in the Appraisal delivered on with respect to the Acquisition DateProperty.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, Date the Lessee shall pay to the Agent Lessor for the account of each of the Lessors an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due toto any of the following, but in all cases only to the extent in breach or violation of any of the Operative Documents and not otherwise consented to pursuant to Section 15.5 hereof:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, ; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, ; or
(iii) the existence of any Environmental Violations, the indemnity for which shall not exceed the cost of the remediation thereof; or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any condemnation of any portion of any of the Property pursuant to Article XIV of the Master Lease; or
(vi) any use of any of the Property or any part thereof by the Lessee or any sublessee other than aluminum rolling mill facility as permitted under this Lease, contemplated by the Appraisal; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 11.2 of the Master Lease; or
(viiviii) the failure of the Lessor Lessors to have good and marketable title to the Property free and clear of all Liens (excluding Permitted Property Liens); or
(ix) the existence of any sublease relating to the Property that shall survive the Expiration Date.
Appears in 1 contract
Samples: Participation Agreement (Alumax Inc)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, ------------------------- the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to either the Expiration DateDate or the last day of the Remarketing Period, if Section 17.2(h) of the Lease is applicable, at the Lessee's sole cost and ---------------------------- expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Agent and the Required Participants in form and substance satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End of ------ the Term Report") which shall state the appraiser's conclusions as to the reason --------------- for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee or any sublessee; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any sublessee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or -----------------------
(vi) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under this Lease, by the Operative Documents; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, or12.2 of the Lease; or -------------------------
(viiviii) the failure of the Lessor to have good and marketable fee title to the Property free and clear of all Liens (excluding including Permitted Liens and Permitted Exceptions) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Closing Date and were disclosed in the policy of title insurance delivered pursuant to Section ------- 6.1; (B) Lessor Liens); and (C) to the extent any such liability arising as --- a result of a title defect is offset by the proceeds of title insurance.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's ’s right to complete the remarketing of the Property Properties pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Administrative Agent and the Lessor at least thirty sixty (3060) days prior to the Expiration Date, at the Lessee's ’s sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Lessor, the Administrative Agent and the Purchasers (the "“End of the Term Report"”) which shall state the appraiser's ’s conclusions as to the reason for any decline in the Fair Market Sales Value of the any Property from that anticipated for such date in the Appraisal delivered on the Acquisition Datewith respect to such Property.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, Date the Lessee shall pay to the Administrative Agent and Lessor for the account of each of the Lessor and Purchasers an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the any Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, Applicable Law; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the such Property or any part thereof by the LesseeLessee or any sublessee, in each case not in compliance with the Operative Documents or;
(iii) the existence of contamination at such Property resulting from any Hazardous Activity, Hazardous Materials or Environmental Violations, oror Tandem Health Care of Ohio, Inc. Participation Agreement
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any condemnation of any portion of such Property pursuant to Article XIV of the Master Lease, or
(vi) any use of the such Property or any part thereof by the Lessee other than for its intended purposes as permitted under this Leasecontemplated by the Appraisal, or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Master Lease, or
(viiviii) the failure of the Lessor to have good and marketable title to the such Property free and clear of all Liens (excluding other than Permitted Property Liens), or
(ix) the existence of any sublease relating to the Properties that shall survive the Expiration Date. The indemnity set forth in this Section 13.2 is not a guaranty of the residual value or Lessor Amounts with respect to any Property.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and it is determined, in accordance with the provisions of Section 22.1(j) of the Lease, that there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Agent and the Required Participants and the Lessee in form and substance satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End of the Term --------------- Report") which shall state the appraiser's conclusions as to the reason for any ------- decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Improvements Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to On the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee or any sublessee; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any sublessee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under this Lease, corporate headquarters and research and development and/or manufacturing facilities; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have title to a good and marketable fee estate in the Property Property, as required by the Operative Documents, free and clear of all Liens (excluding including Permitted Liens)) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Closing Date and were disclosed in the title report and approved by the Agent; (B) Liens that would be released as a result of consummation of the Remarketing Option or other required sale of the Property; and (C) Lessor Liens.
Appears in 1 contract
Samples: Participation Agreement (Asyst Technologies Inc /Ca/)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's ’s right to complete the remarketing of the Property pursuant to Section 24.120.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration Date, at the Lessee's ’s sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor (the "“End of the Term Report"”) which shall state the appraiser's Appraiser’s conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition DateProperty Cost.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, the Lessee shall pay to the Lessor Lessor, for distribution in accordance with Section 7.4, an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary use, failure to use, use contrary to the limitations imposed by the Lease or the intended purposes as contemplated by Section 8.2 of the Lease; or any failure to maintain, to repair, to restore, to rebuild or to replace, replace the Property as required under the Lease; or any failure of the Property to comply be in compliance with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear)Applicable Laws, or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lesseeor any Sublessee, whether or not permitted pursuant to the Operating Documents, or
(iii) the existence of any Hazardous Activity, Hazardous Materials or Environmental Violations, the indemnity for which shall not exceed the cost of the remediation thereof, or
(iv) any grant, release, dedication, transfer, annexation or amendment made pursuant to Section 12.2 of the Lease, or
(v) any restoration or rebuilding carried out by the Lessee, or
(v) Lessee or any use sublessee; or the removal of Modifications or fixtures pursuant to the last paragraph of Section 10.1 of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2Condemnation of any portion of the Property, or
(vii) the failure of the Lessor to have good and marketable title to the Property free and clear of all Liens (excluding other than Permitted LiensProperty Liens of the type described in clauses (a), (b), (g), or (h) of the definition thereof), or
(viii) the existence of any sublease relating to the Property.
(c) In addition to the foregoing and not in limitation of the other provisions hereof, including the provisions of this Article XIII, in the event that all of the structural Modifications, restoration and rebuilding of the Property, if any, pursuant to Section 10.1 and 14.1 (as the case may be) of the Lease shall not have been completed in accordance with the provisions of such Section(s) prior to the Expiration Date, then the report from the Appraiser shall state the Appraiser’s opinion as to the amount determined by subtracting the Fair Market Sales Value of the Property given the state and condition of non-completion of such structural Modifications, restoration and rebuilding of the Property; and giving effect to scheduled and funded construction to the Expiration Date from the Appraiser’s determination of the Fair Market Sales Value of the Property as if such structural Modifications, restoration and rebuilding had been completed (such difference in amount being referred to herein as the “Property Completion Differential”), and the Lessee shall on the Expiration Date pay to the Lessor the amount of the Property Completion Differential for the Property; provided, however, that the foregoing shall in no event exceed the Shortfall Amount.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects Lessees elect the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's Lessees' right to complete the remarketing of the Property Properties pursuant to Section 24.120.1 of the Lease, the Lessee Lessees shall cause to be delivered to the Lessor at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's Lessees' sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to Person that delivered the Lessee Appraisal in form and substance satisfactory to the Lessor Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Property from that anticipated for such date in the Appraisal delivered on the applicable Acquisition Date.
(b) If the Lessee elects Lessees exercise the Remarketing Option, then on or prior to the Expiration Date, Date the Lessee Lessees shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the applicable Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), in each case as required under the Lease, or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property applicable Properties or any part thereof by the Lesseeapplicable Lessee not meeting the criteria required under the Lease, or
(iii) the existence of any Hazardous Activity, Hazardous Materials or Environmental ViolationsViolations as prohibited under the Lease, the indemnity for which shall not exceed the cost of the remediation thereof, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of any of the Property applicable Properties or any part thereof by the applicable Lessee or any sublessee other than as permitted under this Leasea long-term care or similar or related facility, or
(viv) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant of the type referred to in Section 15.211.2 of the Master Lease other than those permitted under Section 11.2 of the Master Lease, or
(viivi) the failure of the Lessor to have good and marketable title to any of the Property applicable Properties free and clear of all Liens (excluding Permitted Property Liens), or
(vii) the existence of any sublease relating to any of the applicable Properties that shall survive the Expiration Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.120.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiserAppraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date set forth in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, the Lessee shall pay to the Lessor Lessor, for distribution in accordance with Section 7.4, an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary use, failure to use, use contrary to the limitations imposed by the Lease or the intended purposes as contemplated by the Appraisal of the Property delivered in connection with the Closing Date; or any failure to maintain, to repair, to restore, to rebuild or to replace, replace the Property as required under the Lease; or any failure of the Property to comply be in compliance with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear)Applicable Laws, or
(ii) with respect any change to the PropertyPlans and Specifications made after the Closing Date, or any Modification made to, or any rebuilding of, the Property or any part thereof by the LesseeLessee or the Construction Agent or any Sublessee, whether or not permitted pursuant to the Operating Documents, or
(iii) the existence of any Hazardous Activity, Hazardous Materials or Environmental Violations, the indemnity for which shall not exceed the cost of the remediation thereof, or
(iv) any grant, release, dedication, transfer, annexation or amendment made pursuant to Section 12.2 of the Lease or Section 2.9 of the Construction Agency Agreement, or
(v) any restoration or rebuilding carried out by the LesseeLessee or Construction Agent or any sublessee; or the removal of Modifications or fixtures pursuant to the last paragraph of Section 10.1 and Section 11.4, or
(v) any use respectively, of the Property or any part thereof by Lease and the Lessee other than as permitted under this LeaseConstruction Agency Agreement, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2Condemnation of any portion of the Property, or
(vii) the failure of the Lessor to have good and marketable title to the Property free and clear of all Liens (excluding other than Permitted LiensProperty Liens of the type described in clauses (a), (b), (g), or (h) of the definition thereof), or
(viii) the existence of any sublease relating to the Property.
(c) In addition to the foregoing and not in limitation of the other provisions hereof, including the provisions of this Article XIII, in the event that all of the structural Modifications, restoration and rebuilding of the Property, if any, pursuant to Section 10.1 and 14.1 (as the case may be) of the Lease shall not have been completed in accordance with the provisions of such Section(s) prior to the Expiration Date, then the report from the Appraiser shall state the Appraiser's opinion as to the amount determined by subtracting the Fair Market Sales Value of the Property given the state and condition of non-completion of such structural Modifications, restoration and rebuilding of the Property; and giving effect to scheduled and funded construction to the Expiration Date from the Appraiser's determination of the Fair Market Sales Value of the Property as if such structural Modifications, restoration and rebuilding had been completed (such difference in amount being referred to herein as the "Property Completion Differential"), and the Lessee shall on the Expiration Date pay to the Lessor the amount of the Property Completion Differential for the Property; provided, however, that the foregoing shall in no event exceed the Shortfall Amount.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property Properties pursuant to Section 24.120.1 of the Master Lease, the Lessee shall cause to be delivered to the Lessor at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Participants (the "End of the Term ReportEND OF THE TERM REPORT") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the applicable Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, Date the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the applicable Property due to
(i) extraordinary useany rebuilding of the applicable Properties or any part thereof by the Lessee (except in connection with a Casualty, unless such rebuilding failed to restore the Property as required under the Lease), or any failure to maintain, restore a Property after a Condemnation where the proceeds derived therefrom were made available to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear)the Lessee for restoration, or
(ii) with respect to the Propertyexistence of any Hazardous Activity, any Modification made to, Hazardous Materials or any rebuilding ofEnvironmental Violations, the Property or any part thereof by indemnity for which shall not exceed the Lesseecost of the remediation thereof, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(iv) any condemnation of any portion of any of the applicable Properties pursuant to Article XIV of the Master Lease, or
(v) any use of any of the Property applicable Properties or any part thereof by the Lessee or any sublessee other than as permitted under this Leasecontemplated by the applicable Appraisal, or
(vi) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Master Lease, or
(vii) the failure of the Lessor to have good and marketable title to any of the Property applicable Properties free and clear of all Liens (excluding Permitted Liens), or
(viii) the existence of any sublease relating to any of the applicable Properties that shall survive the Expiration Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and it is determined, in accordance with the provisions of Section 22.1(j) of the Lease, that there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Agent and the Required Participants and the Lessee in form and substance reasonably satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End of the Term ReportEND OF THE TERM REPORT") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to On the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee or any sublessee; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any sublessee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under facilities of the type described in Recital B to this Lease, Agreement; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have title to a good and marketable fee estate in the Property Property, as required by the Operative Documents, free and clear of all Liens (excluding including Permitted Liens)) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Closing Date and were disclosed in the title report and approved by the Agent; (B) Liens that would be released as a result of consummation of the Remarketing Option or other required sale of the Property; (C) Lessor Liens and (D) easements, rights-of-way, agreements and other rights permitted by Section 12.2 of the Lease.
Appears in 1 contract
Samples: Participation Agreement (Triquint Semiconductor Inc)
End of Term Indemnity. (a) If In addition to the indemnities provided in Sections 13.1 and 13.2, if the Lessee elects the Remarketing Option set forth at Section 22.1 of the Lease with respect to the Properties subject to the Lease and there would, after giving effect, to the proposed remarketing transactions, be is a Shortfall AmountAmount with 42 47 respect to such Properties, then prior to the Expiration Lease Termination Date and as a condition to the Lessee's right to complete the remarketing of the such Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to Lessor no later than the Lessor at least thirty (30) days prior to the Expiration Lease Termination Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor Appraiser in form and substance reasonably satisfactory to the Lessee in form Indenture Trustee and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's conclusions as to establish the reason for any decline in impairment to the Fair Market Sales Value value of any of such Property which was sold for an amount less than the Property from that anticipated Balance for such date in Property or not sold. On the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Lease Termination Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline an impairment to the value in the Fair Market Sales Value of the such Property due to:
(ia) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable lawsRequirements of Law, failure to use, use quality workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iiib) the existence of any Hazardous Activity, Hazardous Substance or Environmental ViolationsViolations occurring or discovered after the Closing Date for such Property (regardless of the Person so discovering any of the foregoing), or
(ivc) any restoration or rebuilding carried out by the LesseeLessee or any failure to complete any Modification, orrestoration or rebuilding, in either case, by the Lease Termination Date,
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vid) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease or any release of a portion of the Property made pursuant to Section 12.3 of the Lease; or
(viie) the failure of the Lessor to have good and marketable title to the such Property free and clear of all Liens (excluding including Permitted Liens (other than Lessor Liens and Trustee's Liens)) and exceptions to title.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Agent and the Required Participants in form and substance satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild the Property in accordance with the manufacturer's recommendations or as otherwise may be appropriate under reasonable operating and maintenance procedures or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Propertyany Modification, any Modification other than a Required Modification, made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee or any permitted sublessee or assignee; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, Violations other than Exempt Environmental Conditions; or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any permitted sublessee or assignee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee or any permitted sublessee or assignee other than as permitted under this Lease, an extrusion press facility; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, or12.2 of the Lease;
(viiviii) the failure of the Lessor to have good title to the Property Equipment, free and clear of all Liens (excluding including Permitted Liens), except Lessor Liens; or
(ix) any sublease or assignment by the Lessee of the Property or any portion thereof.
Appears in 1 contract
End of Term Indemnity. (a) If the any Lessee elects the Remarketing Option and there wouldand, after giving effect, effect to the proposed remarketing transactions, there would be a Shortfall Amount, then prior to the Expiration Date and as a condition to the such Lessee's right to complete the remarketing of the Property Properties pursuant to Section 24.120.1 of the Master Lease, the such Lessee shall cause to be delivered to the Lessor at least thirty two (302) days months prior to the Expiration Date, at the such Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Participants (the "End of the Term ReportEND OF THE TERM REPORT") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Property Properties from that anticipated for such date in the As-Built Appraisal delivered pursuant to SECTION 6.2(c). If an End of the Term Report is not required pursuant to the preceding sentence but all of the proposed sales of Properties are not consummated on or prior to the Acquisition Expiration Date, then such Lessee shall, within forty-five (45) days after the Expiration Date, cause an End of the Term Report to be delivered to the Lessor.
(b) If any Lessee is obligated to deliver an End of the Lessee elects the Remarketing OptionTerm Report pursuant to CLAUSE (a), then on or prior to the Expiration Date or, in the case of an End of the Term Report delivered pursuant to the last sentence of CLAUSE (a), on or prior to the date occurring two (2) months after the Expiration Date, the such Lessee shall pay to the Administrative Agent for the account of the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the applicable Properties occuring while such Lessee leased the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or
(ii) with respect any material change to the PropertyPlans and Specifications, or any Modification made to, or any rebuilding of, the Property applicable Properties or any part thereof by the Construction Agent or any Lessee, or
(iii) the existence of any Hazardous Activity, Hazardous Materials or Environmental Violations, the indemnity for which shall not exceed the cost of the remediation thereof, or
(iv) any restoration or rebuilding carried out by the Construction Agent or any Lessee, or
(v) any condemnation of any portion of any of the applicable Properties, or
(vi) any use of any of the Property applicable Properties or any part thereof by the applicable Lessee or any sublessee other than as permitted under this by the Master Lease, or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Master Lease, or
(viiviii) the failure of the Lessor to have good and marketable title to any of the Property applicable Properties free and clear of all Liens (excluding Permitted Property Liens)) except to the extent failure results from acts or omissions of the Lessor, or
(ix) the existence of any sublease relating to any of the applicable Properties that shall survive the Expiration Date.
Appears in 1 contract
Samples: Master Lease and Open End Mortgage (Cardinal Health Inc)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, upon acceptance of the highest binding written unconditional irrevocable offer procured by the Lessee pursuant to Section 20.1(f) of the proposed remarketing transactionsMaster Lease, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property Equipment pursuant to Section 24.120.1 of the Master Lease, the Lessee shall cause to be delivered to the Lessor and the Equity Lenders at least thirty two (302) days months prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Lenders (the "End of the Term Report") which shall state the appraiser's ---------------------- conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Property Equipment from that anticipated for such date in the Appraisal delivered on the Acquisition Effective Date. If an End of the Term Report is not required pursuant to the preceding sentence but the offer described therein is not consummated on or prior to the Expiration Date, then the Lessee shall, within forty-five (45) days after the Expiration Date, cause an End of the Term Report to be delivered to the Lessor and the Equity Lenders.
(b) If the Lessee elects is obligated to deliver an End of the Remarketing OptionTerm Report pursuant to clause (a), then on or prior to the Expiration Date or, in the case of an End of the Term Report delivered pursuant to the last sentence of clause (a), on or prior to the date occurring two (2) months after the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property Equipment due to:
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding or restoration of, the Property Equipment or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of any of the Property Equipment or any part thereof by the Lessee or any sublessee other than as permitted under this by the express terms of the Master Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(viiiv) the failure of the Lessor to have good and marketable title to any of the Property Equipment free and clear of all Liens (excluding other than Permitted Liens)Property Liens of the type described in Clauses (i) and (v) of that definition) .
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, to the proposed remarketing transactions, be a Shortfall Amounttransaction does not result in Gross Remarketing Proceeds sufficient to pay the Lease Balance, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.120.1 of the Master ------------ Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor and the Administrative Agent (the "End of the Term Report") which shall state the appraiser---------------------- Appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the original Appraisal delivered on for the Acquisition DateProperty.
(b) If the Lessee elects the Remarketing Option, Option then on or prior to the Expiration Date, the Lessee shall pay to the Lessor Administrative Agent an amount (together with amounts payable under Section 13.2(c), not to exceed the --------------- Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the applicable Property due to:
(i) extraordinary useuse contrary to the limitations imposed by the Lease, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the applicable Property or any part thereof by the LesseeLessee not consented to by the Lessor, or
(iii) the existence of any Hazardous Activity, Hazardous Materials or Environmental Violations, the indemnity for which shall not exceed the cost of the remediation thereof, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, or11.2 of the Master Lease but not ------------ consented to by the Lessor.
(viic) In addition to the failure foregoing and not in limitation of the Lessor to have title other provisions hereof, including the provisions of this Article XIII, in the ------------ event that with respect to the Property free all of the structural Modifications, restoration and clear rebuilding of all Liens such Property, if any, pursuant to Section 10.1 ------------ and 14.1 (excluding Permitted Liensas the case may be) of the Master Lease shall not have been completed ---- in accordance with the provisions of such Section(s) prior to the Expiration Date, then the report from the Appraiser shall state the Appraiser's opinion as to the amount determined by subtracting the Fair Market Sales Value of the Property given the state and condition of non-completion of such structural Modifications, restoration and rebuilding of the Property; and giving effect to scheduled and funded construction to the Expiration Date from the Appraiser's determination of the Fair Market Sales Value of the Property as if such structural Modifications, restoration and rebuilding had been completed (such difference in amount being referred to herein as the "Property Completion ------------------- Differential"), and the Lessee shall on the Expiration Date pay to the ------------ Administrative Agent the amount of any Property Completion Differential for The matters giving rise to the Lessee's obligation to make a payment under this Section 13.2 are exclusive and are intended to expressly ------------ exclude loss attributable to ordinary wear and tear and adverse market conditions. It is expressly understood and agreed that the indemnity provided for herein shall survive the expiration or termination of and shall be separate and independent from any remedy under the Lease or any other Operative Document.
Appears in 1 contract
Samples: Participation Agreement (Palm Inc)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and it is determined, in accordance with the provisions of Section 22.1(j) of the Lease, that there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Agent, the Required Participants and the Lessee and in form and substance reasonably satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to On the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee or any sublessee; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, Violations (but excluding any decline in the Fair Market Sales Value of the Property resulting from or attributable to any failure of Lockheed to pay or perform its express obligations under the Lockheed Indemnification Agreements); or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any sublessee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under facilities of the type described in Recital A to this Lease, Agreement; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have title to a good and marketable fee estate in the Property or any portion thereof, as required by the Operative Documents, free and clear of all Liens (excluding including Permitted Liens)) and exceptions to title, except (A) such Liens or exceptions to title that existed on the relevant Land Interest Acquisition Date and were disclosed in the relevant title report delivered in respect of such portion of the Property and approved by the Agent; (B) Liens that would be released as a result of consummation of the Remarketing Option or other required sale of the Property; (C) Lessor Liens and (D) easements, rights-of-way, agreements and other rights permitted by Section 12.2 of the Lease.
Appears in 1 contract
Samples: Participation Agreement (Yahoo Inc)
End of Term Indemnity. In the event that at the end of the Lease Term for the Leased Properties: (ai) If the Lessee elects the Remarketing Option option set forth in Section 14.6 of the Lease, and there would(ii) after the Lessor receives the sales proceeds from the Leased Properties under Section 14.6 or 14.7 of the Lease, after giving effect, to together with Lessee’s payment of the proposed remarketing transactions, be a Shortfall Recourse Deficiency Amount, then prior to the Expiration Date and as a condition to Lessor shall not have received the Lessee's right to complete entire Lease Balance, then, within 90 days after the remarketing end of the Property pursuant to Section 24.1Lease Term, the Lessee shall cause to be delivered to Lessor or the Lessor at least thirty (30) days prior to the Expiration DateAgent may obtain, at the Lessee's ’s sole cost and expense, a report from an the Appraiser (or, if the Appraiser is not available, another appraiser selected by the Lessor and reasonably satisfactory to the Lessee Lessor or the Agent, as the case may be, and approved by the Lessee, such approval not to be unreasonably withheld) in form and substance reasonably satisfactory to the Lessor and the Agent (the "End of the Term “Report"”) which shall state the appraiser's conclusions as to establish the reason for any decline in the Fair Market Sales Value value of the Property Leased Properties from that anticipated the Lease Balance. The Lessee shall promptly reimburse the Lessor for the amount equal to such date decline in value (but not in excess of the Appraisal delivered on difference between the Acquisition Date.
(b) If Lease Balance and the Lessee elects amount actually received by the Remarketing Option, then on or prior Lessor with respect to the Expiration Date, sale of the Lessee shall pay Leased Properties) to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount extent that the End of the Term Report demonstrates indicates that such decline was the result of a decline in the Fair Market Sales Value of the Property due to
(ia) during the time while any property was a Leased Property, extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replacereplace as required by the Operative Documents, failure by the Lessee to comply with all applicable lawsApplicable Laws, failure to use, workmanshipuse good workmanship with respect to work performed after the Closing Date related to such Leased Property, method of installation or removal or maintenance, repair, rebuilding or replacement, or any other cause or condition within the power of the Lessee to control or effect resulting in the Building failing to be of the type and quality contemplated by the Appraisal (excepting in each case ordinary wear and tear), or
(iib) with respect to the Property, any Modification Alteration made to, or any rebuilding of, the any Leased Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(ivc) any restoration or rebuilding carried out by the LesseeLessee or any condemnation of any portion of any Leased Property pursuant to Article X of the Lease, or
(vd) any use of the any Leased Property or any part thereof by the Lessee other than as permitted under this by the Lease, or
(vi) or any grantact or omission constituting a breach of any requirement, releasecondition, dedicationrestriction or limitation set forth in the related Deed, transfer related Ground Lease or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens)related Purchase Agreement.
Appears in 1 contract
End of Term Indemnity. If at the end of the Lease Term (ai) If the Lessee Lessor elects the Remarketing Option option set forth in SECTION 15.6 of the Lease and there would, (ii) after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to Lessor receives the Expiration Date and as a condition to sales proceeds from the Leased Property under SECTION 15.6 or 15.7 of the Lease together with the Lessee's right to complete the remarketing payment of the Property pursuant to Section 24.1Recourse Deficiency Amount, the Lessee Lessor shall cause to be delivered to not have received the entire Lease Balance, then the Lessor at least thirty (30) days prior to or the Expiration DateLender may obtain, at the Lessee's sole cost and expense, a an appraisal report from an the Appraiser (or if the Appraiser is not available, another appraiser selected by the Lessor and reasonably satisfactory to the Lessee Lessor or the Lender, as the case may be) in form and substance satisfactory to the Lessor (and the "End of the Term Report") which shall state the appraiser's conclusions as Lender to establish the reason for any decline in the Fair Market Sales Value value of the Leased Property from that anticipated for such date in the Appraisal appraisal delivered on the Acquisition Closing Date.
(b) If . The Lessee shall promptly reimburse the Lessee elects Lessor for the Remarketing Option, then on or prior amount equal to such decline in value to the Expiration Date, the Lessee shall pay extent that appraisal report delivered pursuant to the Lessor an amount (not preceding sentence concludes that such decline was due to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replacereplace the Leased Property in a manner consistent with reasonable preservation of its value, failure to comply with all applicable lawsApplicable Laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, or any other cause or condition within the reasonable power of the Lessee to control or effect resulting in the Improvements failing to constitute an office/warehouse and/or light manufacturing facility (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification Alteration made to, or any rebuilding of, the Leased Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
Lessee or any condemnation of any portion of the Leased Property pursuant to ARTICLE XI of the Lease (vafter taking into account any Award in respect thereof) or (iv) any use of the Leased Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).ARTICLE XVIII
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraisal in form and substance satisfactory to the Lessor Lessor, the Indenture Trustee and the Required Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, Lessee without the consent of the Lessor; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, Lessee or any sublessee; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee or any sublessee other than as permitted under this Lease, a suburban office facility; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have title to a good and marketable leasehold or fee estate in the Property Property, as required by the Operative Documents, free and clear of all Liens (excluding including Permitted Liens)) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Ground Lease Interest Acquisition Date and were disclosed in the policy of title insurance delivered pursuant to Section 6.1; (B) Lessor Liens and (C) other Liens specifically consented to by the Lessor.
Appears in 1 contract
End of Term Indemnity. In the event that at the end of the Lease Term (ai) If the Lessee Lessor elects the Remarketing Option option set forth in Section 15.6 of the Lease and there would, (ii) after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to Lessor receives the Expiration Date and as a condition to sales proceeds from the Leased Property under Section 15.6 or 15.7 of the Lease together with the Lessee's right to complete the remarketing payment of the Property pursuant to Section 24.1Recourse Deficiency Amount, the Lessee Lessor shall cause to be delivered to not have received the entire Lease Balance, then the Lessor at least thirty (30) days prior to or the Expiration DateLender may obtain, at the Lessee's sole cost and expense, a an appraisal report from an the Appraiser (or if the Appraiser is not available, another appraiser selected by the Lessor and reasonably satisfactory to the Lessee Lessor or the Lender, as the case may be) in form and substance satisfactory to the Lessor (and the "End of the Term Report") which shall state the appraiser's conclusions as Lender to establish the reason for any decline in the Fair Market Sales Value value of the Leased Property from that anticipated for such date in the Appraisal appraisal delivered on the Acquisition Closing Date.
(b) If . The Lessee shall promptly reimburse the Lessee elects Lessor for the Remarketing Option, then on or prior amount equal to such decline in value to the Expiration Date, the Lessee shall pay extent that appraisal report delivered pursuant to the Lessor an amount (not preceding sentence concludes that such decline was due to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replacereplace the Leased Property in a manner consistent with reasonable preservation of its value, failure to comply with all applicable lawsApplicable Laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, or any other cause or condition within the reasonable power of the Lessee to control or effect resulting in the Improvements failing to constitute an office/warehouse and/or light manufacturing facility (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification Alteration made to, or any rebuilding of, the Leased Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
Lessee or any condemnation of any portion of the Leased Property pursuant to Article XI of the Lease (vafter taking into account any Award in respect thereof) or (iv) any use of the Leased Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).Article VIII
Appears in 1 contract
End of Term Indemnity. If (a) If the Lessee elects the Remarketing Sale Option and there would(b) after paying to Administrative Agent, after giving effectfor the benefit of the Participants, any amounts due under Articles XX and XXI of the Lease, the Lease Balance shall not have been reduced to zero, then Lessee shall promptly pay an amount equal to the proposed remarketing transactionsshortfall to Administrative Agent on the Expiration Date to the extent that an appraisal report conforming to the requirements of this SECTION 13.3 indicates that such shortfall is due to any of the following events, be circumstances or conditions, whether or not permitted under the Lease: (i) the failure to maintain the Leased Property as required by the Lease and the other Operative Documents, and in at least as good a Shortfall Amountcondition as it was in on the date of Completion, then ordinary wear and tear excepted; (ii) the carrying out of or the failure to undertake any improvements or Modifications (including the Tenant Improvements) by Lessee whether or not permitted pursuant to the Operative Documents, ordinary wear and tear excepted; (iii) the existence of any environmental condition at or affecting the Leased Property, whether or not such condition existed on the Advance Date; (iv) any defect, exception, easement, restriction or other encumbrance on or title to the Leased Property within the power of Lessee to control or affect, whether or not created or existing on the Advance Date, (v) the dependence of the Leased Property on any improvement or facility not fully located on the Leased Property; (vi) any restoration or rebuilding carried out by Lessee or any sublessee; (vii) any use of the Leased Property or any part thereof by Lessee or any sublessee other than as an office building, or (viii) the existence of the reacquisition rights and the right of first negotiation set forth in the Meridian Deed (even though such rights were in existence prior to the Expiration Date Document Closing Date), or (ix) any other cause or condition within the power of Lessee to control or affect, other than ordinary wear and as a condition to tear. For purposes of making the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1determination provided for in this SECTION 13.3, the Lessor may request, and Lessee shall cause to be delivered to the Lessor at least thirty (30) days thereupon provide not less than 15 Business Days prior to the Expiration Dateconsummation of the sale of the Leased Property, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor Required Participants and reasonably satisfactory to the Lessee approved by Lessee, in form and substance satisfactory to the Lessor (Required Participants and using approved methods satisfactory to the "End Required Participants, concerning the extent to which the fact that the actual Fair Market Value of the Term Report") which shall state Leased Property as of the appraiser's conclusions as to the reason for any decline in Expiration Date is less than the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Appraisals are due to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion any of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline factors enumerated in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens)preceding sentence hereof.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.120.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 120 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Property subject to the Lease from that anticipated for such date in the Appraisal delivered on the Acquisition Initial Advance Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, Date the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the sum of (x) the excess, if any, of the Fair Market Sales Value determined by the foregoing appraisal procedure of the Improvements over the Gross Proceeds, plus (y) the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property Improvements due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable lawsApplicable Laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect any change to the PropertyPlans and Specifications as submitted to the appraiser for the Appraisal after the Initial Advance Date, or any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any condemnation of any portion of the Property pursuant to Article XIV of the Lease, or
(vi) any use of the Property or any part thereof by the Lessee other than as permitted under this Leasea first class suburban office building and/or manufacturing facility, or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Lease, or
(viiviii) the failure of the Lessor to have good and marketable title to the Property leasehold interest in the Land demised under the Ground Lease and the ownership interest in the Improvements, in each case free and clear of all Liens (excluding Permitted Liens), or
(ix) the existence of any sublease relating to the Property that shall survive the Expiration Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 60 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee in form and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, Date the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
to (i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).
Appears in 1 contract
Samples: Lease and Security Agreement (Alternative Living Services Inc)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right fight to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Agent and the Required Participants in form and substance satisfactory to the Lessor Lessor, the Agent-and the Required Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, ; or
(iii) the existence of any Hazardous ActiVity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, ; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, by the Operative Documents; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have good and marketable fee title to the Property free and clear of all Liens (excluding including Permitted Liens)) and exceptions to title, except Lessor Liens.
Appears in 1 contract
Samples: Participation Agreement (Vitesse Semiconductor Corp)
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1, Section
24.1 the Lessee shall cause to be delivered to the Lessor at least thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee in form and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee Representative elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the LesseeRepresentative's right to complete the remarketing of the Property Properties pursuant to Section 24.1Article XX of the Master Lease, the Lessee Representative shall cause to be delivered to the Agent Lessor at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the LesseeRepresentative's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Agent Lessor, the Administrative Agent and the Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any of the Property from that anticipated for such date in the As-Built Appraisal delivered on the Acquisition Datewith respect to such Property.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, Date the Lessee Representative shall pay to the Agent Lessor for the account of each of the Lessors an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the applicable Property due to
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, ; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect any change to the PropertyPlans and Specifications, or any Modification made to, or any rebuilding of, the Property applicable Properties or any part thereof by the Lesseeapplicable Lessee or the Construction Agent, or
(iii) the existence of any Hazardous Activity, Hazardous Materials or Environmental Violations, the indemnity for which shall not exceed the cost of the remediation thereof, or
(iv) any restoration or rebuilding carried out by the Lesseeapplicable Lessee or the Construction Agent, or
(v) any use condemnation of any portion of any of the Property or any part thereof by applicable Properties pursuant to Article XIV of the Lessee other than as permitted under this Master Lease, or
(vi) any use of any of the applicable Properties or any part thereof by the Lessee or any sublessee other than (i) with respect to the New Bevexxx Xxxdquarters, an office headquarters for the Representative and the other Bevexxx Xxxities and other office and retail facilities customarily found in office buildings and (ii) with respect to each other Property, an assisted living facility or nursing facility as contemplated by the applicable As-Built Appraisal, or
(vii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Master Lease, or
(viiviii) the failure of the Lessor Lessors to have good and marketable title to any of the Property applicable Properties free and clear of all Liens (excluding Permitted Property Liens), or
(ix) the existence of any sublease relating to any of the applicable Properties that shall survive the Expiration Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Maturity Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.122.1 of the Lease, the Lessee shall cause to be delivered to the Lessor at least thirty (30) 30 days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Agent and the Required Participants in form and substance satisfactory to the Lessor Lessor, the Agent and the Required Participants (the "End --- of the Term Report") which shall state the appraiser's conclusions as to the ------------------ reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Closing Date.
(b) If the Lessee elects the Remarketing Option, then on or prior Prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary usewear and tear, excessive usage, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with the Lease and all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and tear), or;
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, ; or
(iii) the existence of any Hazardous Activity, Hazardous Substance or Environmental Violations, ; or
(iv) any restoration or rebuilding carried out by the Lessee, ; or
(v) any condemnation of any portion of the Property pursuant to Article XV of the Lease; or
(vi) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, by the Operative Documents; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 12.2 of the Lease; or
(viiviii) the failure of the Lessor to have good and marketable fee title to the Property free and clear of all Liens (excluding including Permitted Liens)) and exceptions to title, except (A) such Liens or exceptions to title that existed on the Closing Date and were disclosed in the policy of title insurance delivered pursuant to Section 6.1; (B) Lessor Liens; and ----------- (C) to the extent any such liability arising as a result of a title defect is offset by the proceeds of title insurance.
Appears in 1 contract
Samples: Participation Agreement (Vitesse Semiconductor Corp)
End of Term Indemnity. (a) If the Lessee elects is subject to the Remarketing Option Obligation and there would, after giving effect, effect to the proposed remarketing transactionssale of the Leased Property, be a Shortfall AmountAmount (as hereinafter defined), then prior to the Expiration Lease Termination Date and as a condition to the Lessee's Lessees' right to complete the remarketing of the Leased Property pursuant to Section 24.114.1 of the Lease, the Lessee shall cause to be delivered to Administrative Agent and the Lessor at least thirty sixty (3060) days prior to the Expiration Lease Termination Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee in form and substance satisfactory to the Lessor Lessor, Administrative Agent and the Lenders (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Leased Property from that anticipated for such date in the Appraisal delivered on the Acquisition DateLease Balance with respect thereto.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Lease Termination Date, the Lessee shall pay to Administrative Agent for the account of each of the Lenders and Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the any Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Leased Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, Applicable Laws; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), or
(ii) with respect to the Property, any Modification Alteration made to, or any restoration or rebuilding of, the Leased Property or any part thereof by Lessee, or any sublessee, whether or not permitted pursuant to the LesseeOperative Documents, or
(iii) contamination at the existence of Leased Property resulting from any Environmental ViolationsHazardous Materials or Release whether or not such condition existed on the Closing Date therefor, or
(iv) any restoration or rebuilding carried out by Condemnation of any portion of the LesseeLeased Property pursuant to Article X of the Lease, or
(v) any use of the Leased Property or any part thereof by the Lessee other than as permitted under this Leasefor its intended purposes, or
(vi) any grant, release, dedication, transfer or amendment made pursuant to Section 15.2, or
(vii) the failure of the Lessor to have good and marketable title to the Leased Property free and clear of all Liens (excluding Permitted other than Lessor Liens), or
(vii) the existence of any sublease relating to the Leased Property that shall survive the Lease Termination Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property Properties pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Administrative Agent and the Lessor at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Lessor, the Administrative Agent and the Lenders (the "End of the Xxx Research Corporation Participation Agreement Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any Property from the Property from that anticipated for such date in the Appraisal delivered on the Acquisition DateCost thereof.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, the Lessee shall pay to the Lessor Administrative Agent for the account of each of the Participants an amount (not to exceed the Shortfall Amount) equal to the portion of the any Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the any Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all any applicable laws, law; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the such Property or any part thereof by the Lessee, or any sublessee, whether or not permitted pursuant to the Operative Documents; or
(iii) contamination at such Property resulting from any Hazardous Activity, Hazardous Materials or Environmental Violations whether or not such condition existed on the existence of any Environmental Violations, Acquisition Date therefor; or
(iv) any restoration or rebuilding carried out by the Lessee, ; or
(v) any condemnation of any portion of such Property pursuant to Article XIV of the Master Lease; or
(vi) any use of the such Property or any part thereof by the Lessee other than for its intended purposes as permitted under this Lease, contemplated by the applicable Appraisal; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 11.2 of the Master Lease; or
(viiviii) the failure of the Lessor to have good and marketable title to the such Property free and clear of all Liens (excluding other than Permitted LiensProperty Liens described in clauses (i), (viii) and (x) of the definition thereof); or
(ix) the existence of any sublease relating to such Property that shall survive the Expiration Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee Agent elects (on behalf of the Lessee) the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the LesseeLessee Agent's right to complete the remarketing of the Property pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Lessor Agent Certificate Holder at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the LesseeLessee Agent's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Agent Certificate Holder, the Administrative Agent and the Participants (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the As-Built Appraisal delivered on with respect to the Acquisition DateProperty or any Improvements to the Property.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, Date the Lessee Agent shall pay to the Lessor Agent Certificate Holder for the account of each of the Certificate Holders an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, ; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), ; or
(ii) with respect any change(s) to the Property, Plans and Specifications or any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, the Construction Agent or any sublessee, in each case not in compliance with the Operative Documents or;
(iii) contamination at the existence Property resulting from any Hazardous Activity, Hazardous Materials or Environmental Violations other than as disclosed to the Certificate Holders in writing in connection with the Acquisition Date, the indemnity for which shall not exceed the cost of any Environmental Violationsthe remediation thereof, or
(iv) any restoration or rebuilding carried out by the LesseeLessee Agent or the Lessee or Construction Agent, or
(v) any condemnation of any portion of the Property pursuant to Article XIV of the Master Lease, or
(vi) any use of the Property or any part thereof by the Lessee other than as permitted under this Leasedistribution facility as contemplated by the Appraisal, or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.211.2 of the Master Lease, or
(viiviii) the failure of the Lessor Trust to have good and marketable title to the Property free and clear of all Liens (excluding other than Permitted Property Liens), or
(ix) the existence of any sublease relating to the Property that shall survive the Expiration Date. The indemnity set forth in this Section 13.2 is not a guaranty of the residual value or Certificate Holder Amount with respect to the Property.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, to the proposed remarketing transactions, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1, the Lessee shall cause to be delivered to the Lessor at least ------------ thirty (30) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee in form and substance satisfactory to the Lessor (the "End of the Term Report") which shall state the appraiser's ---------------------- conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition Date.
(b) If the Lessee elects the Remarketing Option, then on or prior to the Expiration Date, the Lessee shall pay to the Lessor an amount (not to exceed the Shortfall Amount) equal to the portion of the Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to
(i) extraordinary use, failure to maintain, to repair, to restore, to rebuild or to replace, failure to comply with all applicable laws, failure to use, workmanship, method of installation or removal or maintenance, repair, rebuilding or replacement, (excepting in each case ordinary wear and tear), or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or
(iii) the existence of any Environmental Violations, or
(iv) any restoration or rebuilding carried out by the Lessee, or
(v) any use of the Property or any part thereof by the Lessee other than as permitted under this Lease, or
(vi) any grant, grant release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, oror ------------
(vii) the failure of the Lessor to have title to the Property free and clear of all Liens (excluding Permitted Liens).
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property Properties pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Administrative Agent and the Lessor at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Lessor, the Administrative Agent and the Lenders (the "End of the Term Report") which shall state the appraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of any Property from the Property from that anticipated for such date in the Appraisal delivered on the Acquisition DateCost thereof.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, Date the Lessee shall pay to the Lessor Administrative Agent for the account of each of the Participants an amount (not to exceed the Shortfall Amount) equal to the portion of the any Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the any Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all any applicable laws, law; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the such Property or any part thereof by the Lessee, or any sublessee, whether or not permitted pursuant to the Operative Documents; or
(iii) contamination at such Property resulting from any Hazardous Activity, Hazardous Materials or Environmental Violations whether or not such condition existed on the existence of any Environmental Violations, Acquisition Date therefor; or
(iv) any restoration or rebuilding carried out by the Lessee, ; or
(v) any condemnation of any portion of such Property pursuant to Article XIV of the Master Lease; or
(vi) any use of the such Property or any part thereof by the Lessee other than for its intended purposes as permitted under this Lease, contemplated by the applicable Appraisal; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 11.2 of the Master Lease; or
(viiviii) the failure of the Lessor to have good and marketable title to the such Property free and clear of all Liens (excluding other than Permitted LiensProperty Liens described in clauses (i), (viii) and (x) of the definition thereof); or Xxx Research Corporation Participation Agreement
(ix) the existence of any sublease relating to such Property that shall survive the Expiration Date.
Appears in 1 contract
End of Term Indemnity. (a) If the Lessee elects the Remarketing Option and there would, after giving effect, effect to the proposed remarketing transactionstransaction, be a Shortfall Amount, then prior to the Expiration Date and as a condition to the Lessee's right to complete the remarketing of the Property pursuant to Section 24.1Article XX of the Master Lease, the Lessee shall cause to be delivered to the Indenture Trustee, the Lessor and the RVI Provider at least thirty one hundred twenty (30120) days prior to the Expiration Date, at the Lessee's sole cost and expense, a report from an appraiser selected by the Lessor and reasonably satisfactory to the Lessee Appraiser in form and substance satisfactory to the Lessor Lessor, the Indenture Trustee, the Purchasers and the RVI Provider (the "End of the Term Report") which shall state the appraiserAppraiser's conclusions as to the reason for any decline in the Fair Market Sales Value of the Property from that anticipated for such date in the Appraisal delivered on the Acquisition DateProperty Cost thereof.
(b) If the Lessee elects the Remarketing Option, then on On or prior to the Expiration Date, Date the Lessee shall pay to the Indenture Trustee for the account of each holder of Series B Notes and the Lessor in respect of the Lessor B Portion an amount (not to exceed the Shortfall Amount) equal to the portion of the any Shortfall Amount that the End of the Term Report demonstrates was the result of a decline in the Fair Market Sales Value of the Property due to:
(i) extraordinary use, ; failure to maintain, to repair, to restore, to rebuild or to replace, ; failure to comply with all applicable laws, ; failure to use, ; workmanship, ; method of installation or removal or maintenance, repair, rebuilding or replacement, replacement (excepting in each case ordinary wear and teartear and except as otherwise provided in the Lease), ; or
(ii) with respect to the Property, any Modification made to, or any rebuilding of, the Property or any part thereof by the Lessee, or any sublessee, whether or not permitted pursuant to the Operative Documents; or
(iii) contamination at the existence of Property resulting from any Hazardous Activity, Hazardous Materials or Environmental Violations, Violations whether or not such condition existed on the Acquisition Date therefor; or
(iv) any restoration or rebuilding carried out by the Lessee, ; or
(v) any condemnation of any portion of the Property pursuant to Article XIV of the Master Lease; or
(vi) any use of the Property or any part thereof by the Lessee other than for its intended purposes as permitted under this Lease, contemplated by the applicable Appraisal; or
(vivii) any grant, release, dedication, transfer transfer, annexation or amendment made pursuant to Section 15.2, 11.2 of the Master Lease; or
(viiviii) the failure of the Lessor to have good and marketable title to the Property free and clear of all Liens (excluding other than Permitted LiensProperty Liens described in clauses (i), (viii) and (x) of the definition thereof); or
(ix) the existence of any sublease relating to the Property that shall survive the Expiration Date.
Appears in 1 contract
