Common use of Notice to Lessor Clause in Contracts

Notice to Lessor. Except in the case of a sale, transfer or other disposition to a Permitted Mortgagee in lieu of foreclosure, each time that Lessee contemplates an assignment of its interest herein or a sale, transfer or other disposition of the Improvements to a third party (any of the foregoing being a “Transfer”), Lessee shall give notice of such intention to Lessor and to the Public Facilities Department of the City of Boston as herein provided. A. If Lessee has a specific intended buyer or transferee, then not less than sixty (60) days prior to the contemplated closing thereof, Lessee shall give Lessor notice thereof substantially in the form of Exhibit BUYER annexed hereto and incorporated herein by reference. No Transfer shall be effective unless and until (a) such notice and accompanying documentation are received by Lessor and the Public Facilities Department of the City of Boston as aforesaid: and (b) Lessor has failed timely to exercise its purchase option set forth in Section 10.5, below; and,(c) (i) Lessor confirms in writing within sixty (60) days of receipt that such Transfer is permitted under all of the terms of this Lease or (ii) Lessor fails to respond in writing within sixty (60) days of its receipt of such notice, in which case such failure on the part of Lessor shall be deemed confirmation that such Transfer is permitted under all the terms of this Lease. B. If Lessee has no specific person intended or committed to purchase the improvements then Lessee shall give Lessor and the Public Facilities Department of the City of Boston notice that such will be offered for sale. Within sixty (60) days of Lessor’s receipt of such notice Lessor shall either: (i) exercise its option to purchase on the terms and within the time period set forth in Sections 10.5, 10.6 and 10.7 below; or (ii) locate an interested purchaser and obtain from such purchaser a binding commitment to purchase from the Lessee; or (iii) waive Lessor’s option to purchase and notify Lessee that such party is free to sell the Improvements in the open market (a) to any party, (b) at not more than the then applicable Actual Purchase Option Price (as defined below).

Notice to Lessor. Except in the case of a sale, transfer or other disposition to a Permitted Mortgagee in lieu of foreclosure, each time that Lessee contemplates an LESSOR'S RIGHTS; LESSOR'S OBLIGATIONS: Before entering into any assignment of its interest herein this Lease or into a sale, transfer sublease of all or other disposition any portion of the Improvements to a third party (any of the foregoing being a “Transfer”)Premises, Lessee shall give written notice of such intention to Lessor identifying the intended assignee or sublessee by name and address and specifying the terms of the intended assignment or sublease. Lessee shall also furnish to Lessor such information as to the Public Facilities Department financial responsibility and standing of the City intended assignee or sublessee as Lessor may request. For a period of Boston thirty (30) days after such notice is given, Lessor shall have the right (notwithstanding anything to the contrary contained in the foregoing subparagraphs of this Paragraph 12), by written notice to Lessee, to terminate this Lease as herein provided. A. If Lessee has of a specific intended buyer date specified in such notice, which date shall not be less than thirty (30) days or transferee, then not less more than sixty (60) days after the date such notice is given. If Lessor so terminates this Lease, Lessor may, if it elects, enter into new lease covering the Premises on such terms as Lessor and such intended assignee or sublessee may agree, or may enter into a new lease covering the Premises with any other person or entity. In such event, Lessee shall not be entitled to any portion of the profit, if any, which Lessor may realize on account of such termination and reletting. From and after the date of such termination of this Lease (i.e., pursuant to this paragraph 12.8), Lessee shall have no further obligations to Lessor hereunder, except for matters occurring or obligations arising or accruing hereunder prior to the contemplated closing thereofdate of such termination, Lessee shall give Lessor notice thereof substantially in the form of Exhibit BUYER annexed hereto and incorporated herein by reference. No Transfer shall be effective unless and until (a) such notice and accompanying documentation are received by Lessor and the Public Facilities Department of the City of Boston also except with respect to Lessee's obligations regarding hazardous Materials or Hazardous Materials Activities as aforesaid: and (b) Lessor has failed timely to exercise its purchase option set forth in Section 10.5, below; and,(c) (i) Lessor confirms in writing within sixty (60) days of receipt that such Transfer is permitted under all of the terms of this Lease or (ii) Lessor fails to respond in writing within sixty (60) days of its receipt of such notice, in which case such failure on the part of Lessor shall be deemed confirmation that such Transfer is permitted under all the terms Paragraph 6.5 of this Lease. B. If . Lessor's right to terminate this Lease pursuant to this Paragraph 12.8 shall not apply to an assignment or sublease to a Lessee has no specific person intended or committed to purchase the improvements then Lessee shall give Lessor and the Public Facilities Department of the City of Boston notice that such will be offered for sale. Within sixty (60) days of Lessor’s receipt of such notice Lessor shall either: (i) exercise its option to purchase on the terms and within the time period set forth in Sections 10.5, 10.6 and 10.7 below; or (ii) locate an interested purchaser and obtain from such purchaser a binding commitment to purchase from the Lessee; or (iii) waive Lessor’s option to purchase and notify Lessee that such party is free to sell the Improvements in the open market (a) to any party, (b) at not more than the then applicable Actual Purchase Option Price (Affiliate as defined below)in Paragraph 12.2 above.

Notice to Lessor. Except in (a) If Lessee shall, on one or more occasions, mortgage Lessee’s leasehold estate, and if the case holder of a sale, transfer or other disposition to a Permitted Mortgagee in lieu of foreclosure, each time that Lessee contemplates an assignment of its interest herein or a sale, transfer or other disposition of the Improvements to a third party (any of the foregoing being a “Transfer”), Lessee such Leasehold Mortgage shall give provide Lessor with notice of such intention to Leasehold Mortgage together with a true copy of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee, Lessor and to the Public Facilities Department of the City of Boston as herein provided. A. If Lessee has a specific intended buyer or transfereeagree that, then not less than sixty (60) days prior to the contemplated closing thereof, Lessee shall give Lessor notice thereof substantially in the form of Exhibit BUYER annexed hereto and incorporated herein by reference. No Transfer shall be effective unless and until (a) such notice and accompanying documentation are received by Lessor and the Public Facilities Department of the City of Boston as aforesaid: and (b) Lessor has failed timely to exercise its purchase option set forth in Section 10.5, below; and,(c) (i) Lessor confirms in writing within sixty (60) days of receipt that such Transfer is permitted under all of the terms of this Lease or (ii) Lessor fails to respond in writing within sixty (60) days of its receipt of such notice, in which case such failure on the part of Lessor shall be deemed confirmation that such Transfer is permitted under all the terms of this Lease. B. If Lessee has no specific person intended or committed to purchase the improvements then Lessee shall give Lessor and the Public Facilities Department of the City of Boston notice that such will be offered for sale. Within sixty (60) days of Lessor’s following receipt of such notice by Lessor, the provisions of this Article shall apply in respect to each such Leasehold Mortgage. (b) In the event of any assignment of a Leasehold Mortgage or in the event of a change of address of a Leasehold Mortgagee or of an Assignee of such Leasehold Mortgage, notice of the new name and address shall be provided to Lessor, or, if not provided to Lessor, Lessor may continue to treat the previous Leasehold Mortgagee as the current holder of such Leasehold Mortgage and may continue to use the previous address as the current address. (c) Lessor shall either: promptly, upon receipt of a communication purporting to constitute the notice provided for by paragraph (ia) exercise its option above, acknowledge receipt of such communication as constituting the notice provided for by paragraph (a) above or, in the alternative, notify Lessee and the Leasehold Mortgagee of the rejection of such communication as not conforming with the provisions of paragraph (a) and specify the specific basis of such rejection, but if such communication is corrected within 20 days of Lessor giving notice to purchase on Lessee that the terms and within first communication did not so conform, the time period set forth in Sections 10.5, 10.6 and 10.7 below; or (ii) locate an interested purchaser and obtain from such purchaser a binding commitment to purchase subsequent corrected communication shall be treated as if correct from the date of the first such communication. After Lessor has received the notice provided for by paragraph (a) above, Lessee; or (iii) waive , upon being requested to do so by Lessor’s option , shall with reasonable promptness provide Lessor with copies of the note or other obligation secured by such Leasehold Mortgage and of any other documents pertinent to purchase the Leasehold Mortgage as specified by Lessor. If requested to do so by Lessor, Lessee shall thereafter also provide Lessor from time to time with a copy of each amendment or other modification or supplement to such instruments. All recorded documents shall be accompanied by the appropriate certification of the proper clerk or register as to their authenticity as true and notify correct copies of official records and all non-recorded documents shall be accompanied by a certification by Lessee that such party is free documents are true and correct copies of the originals. From time, to sell time upon being requested to do so by Lessor, Lessee shall also notify Lessor of the Improvements in the open market (a) date and place of recording and other pertinent recording data with respect to any party, (b) at not more than the then applicable Actual Purchase Option Price (such instruments as defined below)have been recorded.

Notice to Lessor. Except in the case of a sale, transfer or other disposition to a Permitted Mortgagee in lieu of foreclosure, each time that Lessee contemplates an assignment of its interest herein or a sale, transfer or other disposition of the Improvements to a third party (any of the foregoing being a “Transfer”), 1) If Lessee shall give on one or more occasions mortgage or otherwise encumber Lessee's Leasehold Estate to or for the benefit of one or more Institutional Lenders, and if the holder of such Leasehold Mortgage shall provide Lessor with notice of such intention to Leasehold Mortgage together with a copy of such Leasehold Mortgage and the name and address of the Leasehold Mortgagee, Lessor and Lessee agree that, following receipt of such notice by Lessor, the provisions of this Section 19 shall apply in respect to each such Leasehold Mortgage. (2) In the Public Facilities Department event of any assignment of a Leasehold Mortgage or in the event of a change of address of a Leasehold Mortgagee or of any Assignee of such Leasehold Mortgage, notice of the City of Boston as herein providednew name and address shall be provided to Lessor. A. If Lessee has a specific intended buyer or transferee, then not less than sixty (60) days prior to the contemplated closing thereof, Lessee shall give Lessor notice thereof substantially in the form of Exhibit BUYER annexed hereto and incorporated herein by reference. No Transfer shall be effective unless and until (a) such notice and accompanying documentation are received by Lessor and the Public Facilities Department of the City of Boston as aforesaid: and (b) Lessor has failed timely to exercise its purchase option set forth in Section 10.5, below; and,(c) (i) Lessor confirms in writing within sixty (60) days of receipt that such Transfer is permitted under all of the terms of this Lease or (ii) Lessor fails shall promptly upon receipt of a communication purporting to respond in writing within sixty constitute the notice provided for by subsection (60b)(i) days of its above acknowledge receipt of such noticecommunication as constituting the notice provided for by subsection (b)(i) above and agree to be bound by the provi sions of the Lease for the benefit of the Leasehold Mortgagee by an instrument in recordable form or, in which case such failure on the part of Lessor shall be deemed confirmation that such Transfer is permitted under all alternative, notify the terms of this Lease. B. If Lessee has no specific person intended or committed to purchase the improvements then Lessee shall give Lessor and the Public Facilities Department Leasehold Mortgagee of the City of Boston notice that such will be offered for sale. Within sixty (60) days of Lessor’s receipt rejection of such notice Lessor shall either: communication as not conforming with the provisions of subsection (ib)(i) exercise its option to purchase on and specify the terms and within the time period set forth in Sections 10.5, 10.6 and 10.7 below; or (ii) locate an interested purchaser and obtain from specific basis of such purchaser a binding commitment to purchase from the Lessee; orrejection. (iii) waive After Lessor has received the notice provided for by subsection (b)(i) above, the Lessee, upon being requested to do so by Lessor’s option , shall with reasonable promptness provide Lessor with copies of the note or other obligation secured by such Leasehold Mortgage and of any other documents pertinent to purchase the Leasehold Mortgage as specified by the Lessor. If requested to do so by Lessor, the Lessee shall thereafter also provide the Lessor from time to time with a copy of each amendment or other modification or supplement to such instruments. All recorded documents shall be accompanied by the appropriate certification of the applicable Recording Office as to their authenticity as true and notify correct copies of official records and all nonrecorded documents shall be accompanied by a certification by Lessee that such party is free documents are true and correct copies of the originals. From time to sell time upon being requested to do so by Lessor, Lessee shall also notify Lessor of the Improvements in date and place of recording and other pertinent recording data with respect to such instruments as have been recorded. Neither Lessee's failure to provide any of the open market (a) to documents described above certified as so provided, nor any party, (b) at not more than other act or omission by Lessee shall affect the then applicable Actual Purchase Option Price (as defined below)validity of a Leasehold Mortgage or the Leasehold Mortgagee's exercise of its rights under this Lease or the Leasehold Mortgage.