Common use of LESSOR’S PURCHASE OPTION Clause in Contracts

LESSOR’S PURCHASE OPTION. Without limiting Lessor's rights and remedies under the Security Agreement or otherwise under this Lease, and as a material consideration to Lessor's agreement to enter into this Lease, Lessee hereby grants to Lessor the option ("Purchase Option") to purchase Lessee's Personal Property and Consumable Inventory, in whole or in part, which Purchase Option may be exercised by Lessor effective as of the expiration of the Term (or the Extended Term, as the case may be), for a purchase price ("Option Purchase Price") equal to the lower of (a) the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, as of the time of Lessor's exercise of its Purchase Option; and (b) the fair market value thereof, as of the time of Lessor's exercise of its Purchase Option. In the event Lessor desires to exercise its Purchase Option granted under this Paragraph 6.4, Lessor shall give Lessee written Notice ("Notice of Exercise") not less than thirty (30) days prior to the expiration of the Term, which Notice of Exercise shall identify with reasonable specificity all items of Lessee's Personal Property and Consumable Inventory which Lessor desires to purchase (collectively, the "Purchase Option Property") and Lessor's estimation of the Option Purchase Price applicable thereto. Upon the termination of this Lease, Lessee shall transfer and convey to Lessor all Purchase Option Property, by execution and delivery of a xxxx of sale or other instrument acceptable to Lessor, and, subject to the conditions set forth below, Lessor shall pay to Lessee the Option Purchase Price. Lessor shall have the right to inspect the Lessee's Personal Property and Consumable Inventory, and Lessee's books and records concerning the same, for any purpose in connection with preparation of the Notice of Exercise or otherwise in connection with Lessee's Purchase Option granted hereunder, on at least one Business Day's prior notice during usual business hours, and Lessee shall cooperate with Lessor in connection therewith. Lessee shall have five (5) days after receipt of Lessor's Notice of Exercise within which to give Lessor written notice of its objection to any items or information, including without limitation Lessor's estimate of the Option Purchase Price, contained on Lessor's Notice of Exercise. In the event that Lessee notifies Lessor of any objection within such five (5) day period, and the parties fail to resolve any disagreement regarding the Notice of Exercise by the date of termination of this Lease, the conveyance of the Purchase Option Property shall occur upon expiration of the Term as contemplated hereunder for a purchase price equal to the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, and the parties shall thereafter submit any disputes to an auctioneer or state certified party with at least five years experience appraising personal property for resolution. Any overpayment or deficiency between the book value and the Option Purchase Price shall be paid to the party to whom the same is owing within thirty (30) days after determination thereof. Without limiting the foregoing, Lessee agrees to perform such other acts, and to execute, acknowledge and/or deliver subsequent to the expiration or earlier termination of the Term, all such instruments, documents and materials, as Lessor may reasonably request in order to effectuate Lessor's exercise of the Purchase Option contemplated hereunder.

LESSOR’S PURCHASE OPTION. Without limiting Lessor's rights and remedies under the Security Agreement or otherwise under this Lease, and as a material consideration to Lessor's agreement to enter into this Lease, Lessee hereby grants to Lessor the option ("Purchase Option"a) to purchase Lessee's Personal Property and Consumable Inventory, in whole or in part, which Purchase Option may be exercised by Lessor effective as of If at the expiration of the Rental Term specified in the Lease Schedule the Lessee shall not be in default under any provision of this Lease, the Lessee shall have the option to purchase the Equipment (or the Extended Termon an "as is, as the case may be), where is" basis) for a purchase price ("Option Purchase Price") equal to the lower then FAIR MARKET VALUE of (a) such Equipment; provided that the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, as of Lessee has given the time of Lessor's exercise Lessor written notice of its Purchase Option; and (b) the fair market value thereof, as of the time of Lessor's exercise of its Purchase Option. In the event Lessor desires intention to exercise its Purchase Option granted under this Paragraph 6.4, Lessor shall give Lessee written Notice purchase option at least sixty ("Notice of Exercise") not less than thirty (3060) days prior to the expiration of the Rental Term. (b) If the Lessor and the Lessee are unable to determine the fair market value of the Equipment by mutual agreement, which Notice of Exercise then such value shall identify with reasonable specificity all items of be determined by an independent appraiser mutually acceptable to the Lessor and the Lessee's Personal Property and Consumable Inventory which Lessor desires . If the parties are unable to purchase (collectivelyselect the appraiser by mutual agreement, the "Purchase Option Property") and Lessor's estimation appraiser shall be selected pursuant to the rules of the Option Purchase Price applicable theretoAmerican Arbitration Association. Upon All costs of the termination appraisal shall be paid by the Lessee. (c) Although the Equipment is to be sold (on an "as is, where is" basis) it shall be assumed for purposes of this Lease, Lessee shall transfer and convey to Lessor all Purchase Option Property, by execution and delivery determining the fair market value of a xxxx of sale or other instrument acceptable to Lessor, andthe Equipment that the Equipment is in good operating condition, subject only to normal wear and tear (it being understood that the conditions set forth below, Lessor fair market value of the Equipment shall pay to Lessee the Option Purchase Price. Lessor shall have the right to inspect not be reduced as a result of the Lessee's Personal Property failure to repair and Consumable Inventoryproperly maintain the Equipment in a good operating condition). Payment of the purchase option price shall be due no later than the expiration date of the Rental Term for the Equipment, and Lessee's books and records concerning if the samepayment is not made on or before such expiration date, for any purpose in connection with preparation of the Notice of Exercise or otherwise in connection with Lessee's Purchase Option granted hereunder, on at least one Business Day's prior notice during usual business hours, and Lessee shall cooperate with Lessor in connection therewith. Lessee shall have five (5) days after receipt of Lessor's Notice of Exercise within which pay interest on the purchase option price from the expiration date to give Lessor written notice of its objection to any items or information, including without limitation Lessor's estimate of the Option Purchase Price, contained on Lessor's Notice of Exercise. In the event that Lessee notifies Lessor of any objection within such five (5) day period, and the parties fail to resolve any disagreement regarding the Notice of Exercise by the date of termination of this Lease, on which the conveyance of the Purchase Option Property shall occur upon expiration of the Term as contemplated hereunder for a purchase option price equal to the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, and the parties shall thereafter submit any disputes to an auctioneer or state certified party with at least five years experience appraising personal property for resolution. Any overpayment or deficiency between the book value and the Option Purchase Price shall be is paid to the party to whom Lessor. Interest shall be computed at the same is owing within thirty (30) days after determination thereof. Without limiting interest rate specified in the foregoing, Lessee agrees to perform such other acts, and to execute, acknowledge and/or deliver subsequent to the expiration or earlier termination of the Term, all such instruments, documents and materials, as Lessor may reasonably request in order to effectuate Lessor's exercise of the Purchase Option contemplated hereunderLease Schedule for past due amounts.

LESSOR’S PURCHASE OPTION. Without limiting Lessor's rights and remedies under the Security Agreement or otherwise under this Lease, and as a material consideration Upon receipt of an Intent to Lessor's agreement to enter into this Lease, Lessee hereby grants to Lessor the option ("Purchase Option") to purchase Sell Notice from Lessee's Personal Property and Consumable Inventory, in whole or in part, which Purchase Option may be exercised by Lessor effective as of the expiration of the Term (or the Extended Term, as the case may be), for a purchase price ("Option Purchase Price") equal to the lower of (a) the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, as of the time of Lessor's exercise of its Purchase Option; and (b) the fair market value thereof, as of the time of Lessor's exercise of its Purchase Option. In the event Lessor desires to exercise its Purchase Option granted under this Paragraph 6.4, Lessor shall give Lessee written Notice have the option to purchase the Improvements ("Notice “the Purchase Option”) at the Purchase Option Price calculated as set forth in section 10.10 below. The Purchase Option is designed to further the purpose of Exercise") not less than thirty (30) days prior to preserving the expiration affordability of the TermImprovements for succeeding Income-qualified Persons while taking fair account of the investment by the Lessee. If Lessor elects to purchase the Improvements, which Lessor shall exercise the Purchase Option by notifying Lessee, in writing, of such election (“the Notice of Exercise shall identify with reasonable specificity all items of Option”) within sixty (60) days of the receipt of Lessee's Personal Property and Consumable Inventory which ’s Notice of Intent to Sell, or the Purchase Option shall expire. Having given such notice, Lessor desires may either proceed to exercise the Purchase Option directly by purchasing the Improvements, or may assign the Purchase Option to an Income-qualified Person. The purchase (collectivelyby Lessor or Lessor’s assignee) must be completed within sixty (60) days of Lessor’s Notice of Exercise of Option, or the "Purchase Option Property") shall expire and Lessor's estimation Lessee may sell the Improvements as provided in section 10.7 below. The time permitted for the completion of the Option Purchase Price applicable theretopurchase may be extended by mutual agreement of Lessor and Lessee. Upon If Lessee has recommended to Lessor a prospective buyer who is an Income-qualified Person and is prepared to submit Letters of Stipulation and Acknowledgment indicating informed acceptance of the termination terms of this Lease, Lessee shall transfer and convey to Lessor all Purchase Option Property, by execution and delivery of a xxxx of sale or other instrument acceptable to Lessor, and, subject to the conditions set forth below, Lessor shall pay make reasonable efforts to Lessee arrange for the Option Purchase Price. Lessor shall have the right to inspect the Lessee's Personal Property and Consumable Inventory, and Lessee's books and records concerning the same, for any purpose in connection with preparation of the Notice of Exercise or otherwise in connection with Lessee's Purchase Option granted hereunder, on at least one Business Day's prior notice during usual business hours, and Lessee shall cooperate with Lessor in connection therewith. Lessee shall have five (5) days after receipt of Lessor's Notice of Exercise within which to give Lessor written notice of its objection to any items or information, including without limitation Lessor's estimate of the Option Purchase Price, contained on Lessor's Notice of Exercise. In the event that Lessee notifies Lessor of any objection within such five (5) day period, and the parties fail to resolve any disagreement regarding the Notice of Exercise by the date of termination of this Lease, the conveyance assignment of the Purchase Option Property shall occur upon expiration of the Term as contemplated hereunder for a purchase price equal to the book value thereofsuch person, as determined in accordance with GAAP and based upon audited financial statements, and the parties shall thereafter submit any disputes to an auctioneer or state certified party with at least five years experience appraising personal property for resolution. Any overpayment or deficiency between the book value and the Option Purchase Price shall be paid to the party to whom the same unless Lessor determines that its charitable mission is owing within thirty (30) days after determination thereof. Without limiting the foregoing, Lessee agrees to perform such other acts, and to execute, acknowledge and/or deliver subsequent to the expiration or earlier termination of the Term, all such instruments, documents and materials, as Lessor may reasonably request in order to effectuate Lessor's exercise better served by assignment of the Purchase Option contemplated hereunderto another Income-qualified Person or retention of the Improvements for another purpose provided, however, if the Lessee’s recommended prospective buyer as a Permitted Devisee as described in Section 10.3 above, then Lessor shall arrange for the assignment of the Purchase Option to such Permitted Devisee.

LESSOR’S PURCHASE OPTION. Without limiting Lessor's rights and remedies under the Security Agreement or otherwise under this LeaseUpon receipt of an Intent to Sell Notice from Lessee, and as a material consideration to Lessor's agreement to enter into this Lease, Lessee hereby grants to Lessor the option ("Purchase Option") to purchase Lessee's Personal Property and Consumable Inventory, in whole or in part, which Purchase Option may be exercised by Lessor effective as of the expiration of the Term (or the Extended Term, as the case may be), for a purchase price ("Option Purchase Price") equal to the lower of (a) the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, as of the time of Lessor's exercise of its Purchase Option; and (b) the fair market value thereof, as of the time of Lessor's exercise of its Purchase Option. In the event Lessor desires to exercise its Purchase Option granted under this Paragraph 6.4, Lessor shall give Lessee written Notice ("Notice of Exercise") not less than thirty (30) days prior to the expiration of the Term, which Notice of Exercise shall identify with reasonable specificity all items of Lessee's Personal Property and Consumable Inventory which Lessor desires to purchase (collectively, the "Purchase Option Property") and Lessor's estimation of the Option Purchase Price applicable thereto. Upon the termination of this Lease, Lessee shall transfer and convey to Lessor all Purchase Option Property, by execution and delivery of a xxxx of sale or other instrument acceptable to Lessor, and, subject to the conditions set forth below, Lessor shall pay to Lessee the Option Purchase Price. Lessor shall have the right option to inspect purchase the Improvements (the Purchase Option) at the Purchase Option Price calculated as set forth below. The Purchase Option is designed to further the purpose of preserving the affordability of the Improvements for succeeding Income-Qualified Persons while taking fair account of the investment by the Lessee's Personal Property and Consumable Inventory. If Lessor elects to purchase the Improvements, and Lessor shall exercise the Purchase Option by notifying Lessee's books and records concerning the same, for any purpose in connection with preparation writing, of such election (the Notice of Exercise of Option) within forty-five (45) days of the receipt of the Appraisal, or otherwise in connection with Lessee's the Option shall expire. Having given such notice, Lessor may either proceed to exercise the Purchase Option granted hereunderdirectly by purchasing the Improvements, on at least one Business Day's prior notice during usual business hours, and Lessee shall cooperate with or may assign the Purchase Option to an income-qualified person. The purchase (by Lessor in connection therewith. Lessee shall have five or Lessor’s assignee) must be completed within sixty (560) days after receipt of Lessor's ’s Notice of Exercise within which to give Lessor written notice of its objection to any items Option, or information, including without limitation Lessor's estimate Lessee may sell the Improvements as provided in Section 10.7 below.. The time permitted for the completion of the Option Purchase Price, contained on Lessor's Notice purchase may be extended by mutual agreement of ExerciseLessor and Lessee. In Lessee may recommend to Lessor a prospective buyer who is an Income-Qualified Person and is prepared to submit Letters of Stipulation and Acknowledgement indicating informed acceptance of the event that Lessee notifies Lessor of any objection within such five (5) day period, and the parties fail to resolve any disagreement regarding the Notice of Exercise by the date of termination terms of this Lease, . Lessor shall make reasonable efforts to arrange for the conveyance assignment of the Purchase Option Property shall occur upon expiration to such person, unless Lessor determines that its charitable mission is better served by retention of the Term as contemplated hereunder Improvements for a purchase price equal to the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, and the parties shall thereafter submit any disputes to an auctioneer another purpose or state certified party with at least five years experience appraising personal property for resolution. Any overpayment or deficiency between the book value and the Option Purchase Price shall be paid to the party to whom the same is owing within thirty (30) days after determination thereof. Without limiting the foregoing, Lessee agrees to perform such other acts, and to execute, acknowledge and/or deliver subsequent to the expiration or earlier termination transfer of the Term, all such instruments, documents and materials, as Lessor may reasonably request in order Improvements to effectuate Lessor's exercise of the Purchase Option contemplated hereunderanother party.

LESSOR’S PURCHASE OPTION. Without limiting Lessor's rights and remedies under the Security Agreement or otherwise under this LeaseUpon receipt of an Intent to Sell Notice from Lessee, and as a material consideration to Lessor's agreement to enter into this Lease, Lessee hereby grants to Lessor the option ("Purchase Option") to purchase Lessee's Personal Property and Consumable Inventory, in whole or in part, which Purchase Option may be exercised by Lessor effective as of the expiration of the Term (or the Extended Term, as the case may be), for a purchase price ("Option Purchase Price") equal to the lower of (a) the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, as of the time of Lessor's exercise of its Purchase Option; and (b) the fair market value thereof, as of the time of Lessor's exercise of its Purchase Option. In the event Lessor desires to exercise its Purchase Option granted under this Paragraph 6.4, Lessor shall give Lessee written Notice ("Notice of Exercise") not less than thirty (30) days prior to the expiration of the Term, which Notice of Exercise shall identify with reasonable specificity all items of Lessee's Personal Property and Consumable Inventory which Lessor desires to purchase (collectively, the "Purchase Option Property") and Lessor's estimation of the Option Purchase Price applicable thereto. Upon the termination of this Lease, Lessee shall transfer and convey to Lessor all Purchase Option Property, by execution and delivery of a xxxx of sale or other instrument acceptable to Lessor, and, subject to the conditions set forth below, Lessor shall pay to Lessee the Option Purchase Price. Lessor shall have the right option to inspect purchase the Lessee's Personal Property and Consumable Inventory, and Lessee's books and records concerning Improvements (the same, for any “Purchase Option”) at the Purchase Option Price calculated as set forth below. The Purchase Option is designed to further the purpose in connection with preparation of preserving the affordability of the Improvements for succeeding Income-qualified Persons while taking fair account of the investment by Lessee. If Lessor elects to purchase the Improvements, Lessor shall exercise the Purchase Option by notifying Lessee, in writing, of such election (the “Notice of Exercise of Option”) within forty-five (45) days of the receipt of the Intent-To-Sell Notice or otherwise forty-five (45) days following Lessor’s receipt of an appraisal carried out in connection accordance with Lessee's Section 10.9, whichever shall be the later to occur, or the Purchase Option granted hereundershall expire. Having given such notice, on at least one Business Day's prior notice during usual business hoursLessor may either proceed to exercise the Purchase Option directly by purchasing the Improvements, and Lessee shall cooperate with or may assign the Purchase Option to an Income-qualified Person. The purchase (by Lessor in connection therewith. Lessee shall have five or Lessor’s assignee) must be completed within sixty (560) days after receipt of Lessor's ’s Notice of Exercise within which to give Lessor written notice of its objection to any items Option, or information, including without limitation Lessor's estimate Lessee may sell the Improvements as provided in Section 10.6 below. The time permitted for the completion of the Option Purchase Price, contained on Lessor's Notice purchase may be extended by mutual agreement of ExerciseLessor and Lessee. In Lessee may recommend to Lessor a prospective buyer who is an Income-qualified Person and is prepared to submit Letters of Stipulation and Acknowledgment indicating informed acceptance of the event that Lessee notifies Lessor of any objection within such five (5) day period, and the parties fail to resolve any disagreement regarding the Notice of Exercise by the date of termination terms of this Lease. Lessor may, the conveyance of the Purchase Option Property but shall occur upon expiration of the Term as contemplated hereunder for a purchase price equal to the book value thereofnot be obligated to, as determined in accordance with GAAP and based upon audited financial statementsaccept, and the parties shall thereafter submit any disputes to an auctioneer or state certified party with at least five years experience appraising personal property for resolution. Any overpayment or deficiency between the book value and the Option Purchase Price shall be paid to the party to whom the same is owing within thirty (30) days after determination thereof. Without limiting the foregoing, Lessee agrees to perform such other acts, and to execute, acknowledge and/or deliver subsequent to the expiration or earlier termination of the Term, all such instruments, documents and materialsrecommendation from Lessee, as Lessor may reasonably request elect, in order to effectuate Lessor's exercise of the Purchase Option contemplated hereunderits sole discretion.

LESSOR’S PURCHASE OPTION. Without limiting Lessor's rights and remedies under the Security Agreement or otherwise under this LeaseUpon receipt of an Intent to Sell Notice from Lessee, and as a material consideration to Lessor's agreement to enter into this Lease, Lessee hereby grants to Lessor the option ("Purchase Option") to purchase Lessee's Personal Property and Consumable Inventory, in whole or in part, which Purchase Option may be exercised by Lessor effective as of the expiration of the Term (or the Extended Term, as the case may be), for a purchase price ("Option Purchase Price") equal to the lower of (a) the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, as of the time of Lessor's exercise of its Purchase Option; and (b) the fair market value thereof, as of the time of Lessor's exercise of its Purchase Option. In the event Lessor desires to exercise its Purchase Option granted under this Paragraph 6.4, Lessor shall give Lessee written Notice ("Notice of Exercise") not less than thirty (30) days prior to the expiration of the Term, which Notice of Exercise shall identify with reasonable specificity all items of Lessee's Personal Property and Consumable Inventory which Lessor desires to purchase (collectively, the "Purchase Option Property") and Lessor's estimation of the Option Purchase Price applicable thereto. Upon the termination of this Lease, Lessee shall transfer and convey to Lessor all Purchase Option Property, by execution and delivery of a xxxx of sale or other instrument acceptable to Lessor, and, subject to the conditions set forth below, Lessor shall pay to Lessee the Option Purchase Price. Lessor shall have the right option to inspect purchase the Improvements (“the Purchase Option”) at the Purchase Option Price calculated as set forth below. The Purchase Option is designed to further the purpose of preserving the affordability of the Improvements for succeeding Income-qualified Persons while taking fair account of the investment by the Lessee's Personal Property . If Lessor elects to purchase the Improvements, Lessor shall exercise the Purchase Option by notifying Lessee, in writing, of such election in form and Consumable Inventorysubstance similar to that of EXHIBIT I – Notice of Intent Regarding Purchase Option within forty-five (45) days of the receipt of the Appraisal, or the Option shall expire. Having given such notice, Lessor may either proceed to exercise the Purchase Option directly by purchasing the Improvements, or may assign the Purchase Option to an Income-qualified Person. The purchase (by Lessor or Lessor’s assignee) must be completed within sixty (60) days of Lessor’s Notice of Intent Regarding Purchase Option, or Lessee may sell the Improvements as provided in section 10.7 below. The time permitted for the completion of the purchase may be extended by mutual agreement of Lessor and Lessee's books . Lessee may recommend to Lessor a prospective buyer who is an Income-qualified Person and records concerning the same, for any purpose in connection with preparation is prepared to submit Letters of Stipulation and Acknowledgment indicating informed acceptance of the Notice of Exercise or otherwise in connection with Lessee's Purchase Option granted hereunder, on at least one Business Day's prior notice during usual business hours, and Lessee shall cooperate with Lessor in connection therewith. Lessee shall have five (5) days after receipt of Lessor's Notice of Exercise within which to give Lessor written notice of its objection to any items or information, including without limitation Lessor's estimate of the Option Purchase Price, contained on Lessor's Notice of Exercise. In the event that Lessee notifies Lessor of any objection within such five (5) day period, and the parties fail to resolve any disagreement regarding the Notice of Exercise by the date of termination terms of this Lease, . Lessor shall make reasonable efforts to arrange for the conveyance assignment of the Purchase Option Property shall occur upon expiration to such person, unless Lessor determines that its charitable mission is better served by retention of the Term as contemplated hereunder Improvements for a purchase price equal to the book value thereof, as determined in accordance with GAAP and based upon audited financial statements, and the parties shall thereafter submit any disputes to an auctioneer another purpose or state certified party with at least five years experience appraising personal property for resolution. Any overpayment or deficiency between the book value and the Option Purchase Price shall be paid to the party to whom the same is owing within thirty (30) days after determination thereof. Without limiting the foregoing, Lessee agrees to perform such other acts, and to execute, acknowledge and/or deliver subsequent to the expiration or earlier termination transfer of the Term, all such instruments, documents and materials, as Lessor may reasonably request in order Improvements to effectuate Lessor's exercise of the Purchase Option contemplated hereunderanother party.