Lessor’s Option to Purchase Lessee’s Personal Property. At the expiration or termination of this Lease, Lessor shall have the option on the terms hereinafter set forth to purchase any of Lessee's Personal Property that is not deemed to have been sold, assigned, transferred and conveyed to Lessor pursuant to Section 6.3 hereof, for an amount equal to the then fair market value thereof, subject to, and with appropriate credits for, any obligations owing from Lessee to Lessor and for the then outstanding balances owing on all equipment leases, conditional sale contracts and any other encumbrances to which such Lessee's Personal Property is subject. Lessor's option shall be exercised by Notice to Lessee no more than one hundred eighty (180) days, nor less than ninety (90) days, before the expiration of the Initial Term or, if the Term is renewed as provided herein, before the expiration of the last Renewal Term, unless this Lease is terminated prior to its expiration date by reason of an Event of Default, in which event Lessor's option shall be exercised not more than ninety (90) days after the date of termination. Lessor's option under this Section 34.1 shall terminate if not timely exercised. If Lessor exercises its option, Lessee shall, in exchange for Lessor's payment of the purchase price, deliver the purchased Lessee's Personal Property to Lessor, together with a bill xx sale and such other documents as Lessor may reasonably request in order to carry out the purchase, and the purchase shall be closed by such delivery and such payment on the date set by Lessor in its Notice of exercise.
34.2 Transfer of Operational Control of the Facilities. Lessee shall cooperate fully in transferring operational control of all of the Facilities which are then subject to this Lease to Lessor or Lessor's nominee if the Term expires without renewal or this Lease is terminated upon the occurrence of an Event of Default or for any other reason, and Lessee shall use reasonable efforts
Lessor’s Option to Purchase Lessee’s Personal Property. With respect to any Facility, upon prior written notice to Lessee, Lessor shall have the option to purchase all (but not less than all) of the Facility Lessee's Personal Property relating to such Facility, if any, at the expiration or earlier termination of this Lease with respect to such Facility, for an amount equal to its then fair market value as mutually agreed upon by the parties. If Lessor and Lessee are unable to agree upon the value of such Personal Property, the fair market value shall be determined by an appraisal in the manner and method set forth in Article XXXII. Notwithstanding anything contained in this Section 33.2 to the contrary, the options to purchase granted under this Section 33.2 do not pertain to any of the Licenses, it being understood and agreed that all matters relating to the transfer of the Licenses are addressed in Article XXXVII.
Lessor’s Option to Purchase Lessee’s Personal Property. With respect to any Facility, upon prior written notice to Lessee, Lessor shall have the option to purchase all (but not less than all) of the Facility Lessee’s Personal Property relating to such Facility, if any, at the expiration or earlier termination of this Lease with respect to such Facility, for an amount equal to the lesser of (a) the depreciated cost of Lessee’s Personal Property relating to such Facility, or (b) the net sound insurable value thereof (current replacement cost less accumulated depreciation on the books of Lessee pertaining thereto), as reasonably determined in good faith by Lessor, subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which such Lessee’s Personal Property is subject. Notwithstanding anything contained in this Section 34.2 to the contrary, the options to purchase granted under this Section 34.2 do not pertain to any of the Licenses, it being understood and agreed that all matters relating to the transfer of the Licenses are addressed in Article XXXVIII.
Lessor’s Option to Purchase Lessee’s Personal Property. Effective on not less than ninety (90) days' prior written notice given at any time within one hundred eighty (180) days prior to the expiration of the Term of this Lease, but not later than ninety (90) days prior to such expiration, or such shorter notice as shall be appropriate if this Lease is terminated prior to its expiration date, Lessor shall have the option to purchase all (but not less than all) of Lessee's Personal Property, if any, at the expiration or termination of this Lease, for an amount equal to the net sound insurable value thereof (current replacement cost less accumulated depreciation on the books of Lessee pertaining thereto), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which Lessee's Personal Property is subject.
Lessor’s Option to Purchase Lessee’s Personal Property. Effective on not less than thirty (30) days prior Notice given at any time within ninety (90) days before the scheduled expiration of the Term, or upon at least ten (10) days Notice if this Lease is terminated prior to the expiration date of the final extension Term (or of the initial Term, if there are no extension Terms), Lessor or its designee shall have the option to purchase all (but not less than all) of Lessee's Personal Property relating to the Leased Property (other than its interest under this Lease), at the expiration or termination of this Lease for an amount (payable in cash on the expiration date of this Lease) equal to (i) the Lessee's cost of the Inventory and (ii) the lesser of Lessee's cost, or the fair market value, of all other of Lessee's Personal Property. Notwithstanding any such purchase, Lessor shall obtain no rights to any service mark, xxade name, logo or other intellectual property used in connection with the operation of the Hotel or the franchise system under the Franchise Agreement unless separate agreement as to such use is reached with the Lessee and/or applicable Franchisor or other owner of such franchise system as applicable.
Lessor’s Option to Purchase Lessee’s Personal Property. Lessor shall have the option to purchase all (but not less than all) of Lessee's tangible Personal Property, if any, at the expiration or termination of this Lease due to the occurrence of an Event of Default, for an amount equal to the net sound insurable value thereof (current replacement cost less accumulated depreciation on the books of Lessee pertaining thereto), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which Lessee's tangible Personal Property is subject. Lessor shall exercise the foregoing option by giving Lessee notice within thirty (30) days following the date of such termination and the closing of such purchase and sale shall occur within fifteen (15) days following delivery of such exercise notice..
Lessor’s Option to Purchase Lessee’s Personal Property. Effective on not less than ninety (90) days' prior written notice given at any time within one hundred eighty (180) days prior to the expiration of the Term of this Lease, but not later than ninety (90) days prior to such expiration, or such shorter notice as shall be appropriate if this Lease is terminated prior to its expiration date, Lessor shall have the option to purchase all (but not less than all) of Lessee's Personal Property, if any, at the expiration or termination of this Lease, for an amount equal to the net sound insurable value thereof (current replacement cost less accumulated depreciation on the books of Lessee pertaining thereto), subject to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which Lessee's Personal Property is subject. Notwithstanding anything contained in this Section 35.2 to the contrary, the options to purchase granted under this Section 35.2 do not pertain to any of the Licenses, it being understood and agreed that all matters relating to the transfer of the Licenses are addressed in Article XXXIX hereof.
Lessor’s Option to Purchase Lessee’s Personal Property. Upon the occurrence and continuance of an Major Event of Default, continuing for thirty (30) days beyond any applicable notice and cure period, in addition to other rights and remedies Lessor may have in this Lease and at law and in equity, Lessor shall have the right and option, but not the obligation, to purchase from Lessee, all (but not less than all) of the applicable Facility Lessee’s Personal Property with respect to such Facility and all rights title, and interest of the applicable Facility Lessee therein for an amount equal to the then fair market value of the Facility Lessee’s Personal Property with respect to such Facility as determined by independent, third party appraisal reasonably acceptable to Lessor and Lessee, subject in all cases to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which such Personal Property is subject. If the Lessor determines to exercise its option pursuant hereto, then Lessor shall provide Lessee with written notice of its intent to exercise such option and Borrower shall be obligated to sell, assign, transfer and convey to Lessor, its designee or assignee, on an AS IS, WHERE IS BASIS, and without representation or warranty of any kind or nature whatsoever, express or implied, all such Facility Lessee’s Personal Property with respect to such Facility and all rights title, and interest of the applicable Facility Lessee therein subject to the terms and conditions set forth herein. Notwithstanding anything contained in this Section 34.1 to the contrary, the options to purchase granted under this Section 34.1, do not pertain to any of the Licenses, it being understood and agreed that all matters relating to the transfer of the Licenses are addressed in Section 38.4.
Lessor’s Option to Purchase Lessee’s Personal Property. With respect to any Facility, upon prior written notice to Lessee, Lessor shall have the option to purchase all (but not less than all) of the Facility Lessee’s Personal Property relating to such Facility, if any, at the expiration or earlier termination of this Lease with respect to such Facility, for an amount equal to the then fair market value of the Lessee’s Personal Property as determined by independent, third party appraisal reasonably acceptable to Lessor and Lessee, subject in all cases to, and with appropriate price adjustments for, all equipment leases, conditional sale contracts, security interests and other encumbrances to which such Lessee’s Personal Property is subject. Notwithstanding anything contained in this Section 34.1 to the contrary, the options to purchase granted under this Section 34.1 do not pertain to any of the Licenses, it being understood and agreed that all matters relating to the transfer of the Licenses are addressed in Article XXXVIII.
Lessor’s Option to Purchase Lessee’s Personal Property. Effective upon not less than ninety (90) days prior written notice, or such shorter notice as shall be appropriate if this Lease is terminated prior to the end of the Lease Term, and subject to the consent of any lender of Lessee having a security interest therein, Lessor shall have the option to purchase Lessee’s Personal Property and vehicles utilized in connection with the Leased Property, if any, and excluding from the foregoing the Excluded Lessee Personal Property and any licensed software or other assets not subject to transfer at the expiration or termination of the Lease Term, for an amount equal to the fair market value of such property, and with appropriate price adjustments for all equipment leases, conditional sales contracts, UCC-1 financing statements and other encumbrances which encumber Lessee’s Personal Property. This Section 28.4 shall further not apply to any copyrighted or other protected materials owned by Lessee. In addition to copyrighted materials, the concept of “protected” materials means: plans and specifications, patient lists, patient records, and other information that has been developed or prepared specifically for either Lessee or its Affiliates that would be considered to be a “trade secret” or “confidential information” under applicable law. Notwithstanding the foregoing, Lessor’s option to purchase Lessee’s Personal Property and other assets used in connection with the Leased Premises shall not arise in the event this Lease is terminated due to the close of Lessee’s purchase of the Leased Property pursuant to Lessee’s option to purchase the Leased Property set forth in Article 23 hereof.
