Common use of Option to Purchase the Premises Clause in Contracts

Option to Purchase the Premises. Provided no Event of Default (as defined in Section 10 below) has occurred and is continuing as of the Tenant's exercise of its option to purchase the Premises pursuant to this Section 6.2 or at the closing date established to consummate the purchase of the Premises pursuant to the Tenant's exercise of such option (except as provided in Section 6.2.2(c) below), Tenant shall have the option to purchase the Premises upon the following terms and conditions: 6.2.1 At any time during the Initial Term before the close of business on that date which is thirty (30) days prior to the third (3rd) anniversary of the Commencement Date, the Tenant may exercise its option to purchase all but not less than all of the Premises by giving Landlord written notice thereof. 6.2.2 The purchase price (the "Purchase Price") for both the Premises and the Greenfield Premises (as defined in Section 6.4 below) shall be equal to $1,500,000 (the "Closing Payment") payable as follows ___plus Tenant's assumption of the then outstanding balance of the NHI Indebtedness (as hereinafter defined): (a) The Tenant shall tender a portion of the Closing Payment in an amount not less than $750,000 in cash, with the balance of the Closing Payment to be paid to the Landlord in the form of a purchase money promissory note providing for the following principal terms all as more particularly set forth in the Promissory Note attached hereto as Schedule 6.2.2 (the "Seller Note"): (i) annual interest rate of 8% during the first year thereof, and an annual interest rate of ten percent (10%) thereafter until maturity; (ii) payable in equal monthly installments of principal and interest based on a ten (10) year amortization schedule; (iii) the outstanding balance of the Seller Note shall be due in full on 2007. The foregoing indebtedness shall be secured by (x) mortgages in form and substance reasonably satisfactory to Tenant and its counsel encumbering the Premises and the Greenfield Premises, which mortgages shall be subordinate in all respects to the NHI Indebtedness or any other indebtedness incurred by Tenant in substitution thereof and (y) guaranties from Guarantor in the form attached hereto as Schedule 6.2.2(a). The Purchase Price shall be allocated among the Premises, the Greenfield Premises, the personal property located thereon and certain other assets incorporated therein as set forth in the Agreement to Lease. (b) All of Landlord's rights and obligations in and with respect to the NHI Indebtedness including, in particular, and without limitation, all so-called reserve accounts, and all rights to receive the Additional Funds (as defined in Section 17.3 below) shall be assigned to Tenant on the closing date set forth below, and all obligations thereunder shall be assumed by Tenant as of such date, all as more particularly set forth in the Assignment and Assumption Agreement attached hereto as Schedule 6.2.2(b). (c) If an Event of Default may be cured by the payment of money, Tenant may exercise its option to purchase the Premises provided that Tenant pays all amounts necessary to cure any such Event of Default simultaneously with the closing of such purchase transaction, including, without limitation, any outstanding Total Rent then due and owing Landlord. 6.2.3 Once the Purchase Price is established pursuant to the above, Landlord as seller and the Tenant as buyer shall within seven (7) days after such determination establish an escrow to consummate such purchase with Landlord's counsel on the following terms: (i) the form of escrow instructions to be then signed by Landlord and the Tenant and all other documents delivered in connection with any such transfer of the Premises shall not provide for any representations or warranties regarding the Premises (without affecting any representations or warranties contained in the Agreement to Lease) nor any due diligence or other contingencies in favor of the Tenant, (ii) the Purchase Price shall be payable as provided above and on the closing date established by Tenant at a date prior to the third (3") anniversary of the Commencement Date, (iii) the transaction costs shall be allocated between the parties in accordance with customary practices, (iv) at close, Landlord shall deliver title to the Premises to the Tenant or its designee subject only to the Permitted Exceptions (as defined below), (v) the sale escrow instructions shall provide for a deposit equal to five percent (5%) of the Closing Payment and shall provide that the deposit may be retained by Landlord as liquidated damages in the event of any breach by the Tenant of the terms of the escrow instructions ~rovided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease) or in the alternative, Landlord may elect to pursue its rights and remedies in equity, including, without limitation, Landlord's right to xxx for specific performance of Tenant's obligation to acquire the Premises pursuant to this Section 6.2, and (vi) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord and Tenant. As used in this Lease the "Permitted Exceptions" shall consist solely of those title matters set forth on Exhibit D hereto or any other encumbrances (i) approved in writing by Tenant in its sole discretion, or (ii) created by or through the acts or omissions of Tenant including, without limitation, any tax liens or other encumbrances resulting from Tenant's failure to fulfill its obligations to pay all taxes and other amounts due and owing under this Lease. In the event of a breach by Landlord of its obligation to convey the Premises under this Section 6.2, the Tenant shall be entitled to xxx for specific performance thereof or, in the alternative, immediately recover its deposit against the Purchase Price. Moreover, in the event either party breaches its obligations under this Section 6.2, the prevailing party in any resulting litigation, regardless of whether the same is prosecuted to judgment, shall be entitled to recover its enforcement expenses, including reasonable attorney's fees and court costs, in addition to its other damages.

Option to Purchase the Premises. Provided no Event of Default (as defined in Section 10 below) has occurred and is continuing as of the Tenant's exercise of its Lessor hereby grants Lessee an option to purchase the Premises pursuant on the following terms and conditions: (a) The term of such option shall commence as of the Commencement Date and shall expire on the date twelve (12) months following the Commencement Date of the Lease. (b) The option shall be exercised, if at all, by Lessee giving written notice of exercise of the option to this Section 6.2 or Lessor during the Option Term. The notice shall specify the date on which Lessee desires to close the purchase ("Closing Date") and shall designate a title insurance company to consummate the close ("Title Company"). The Closing Date designated by Lessee shall be not less than ten (10) days nor more than thirty (30) days after the giving of the exercise notice (but in no event shall the Closing Date occur later than 12 months following the Commencement Date of the Lease). Time is of the essence with respect to the exercise of the Option to Purchase and the Closing Date. (c) The purchase price for the Premises shall be paid in all cash at the closing close of escrow on the Closing Date. The purchase price for the Premises ("Purchase Price") shall be determined as follows: (i) If the close of escrow occurs during the first six (6) months of the term of the Lease, the Purchase Price shall be equal to the sum of (A) One Million Nine Hundred Twenty-five Thousand Dollars ($1,925,000), plus (B) the amount of any and all capital expenditures incurred by Lessor with respect to the Premises or improvements constructed thereon during the period following the execution of this Lease and the Closing Date. (ii) If the Closing Date occurs during the second six (6) months of the term of the Lease, the Purchase Price shall be equal to the sum of (A) One Million Nine Hundred Seventy-five Thousand Dollars ($1,975,000), plus (B) the amount of any and all capital expenditures incurred by Lessor with respect to the Premises or improvements constructed thereon during the period following the execution of this Lease and the Closing Date. (d) On or before the Closing Date, Lessee shall pay and deliver to the Title Company in escrow, by cashier's check, certified check or wire transfer, the Purchase Price for the Premises. Lessee shall instruct the Title Company to deliver the Purchase Price to Lessor at such time as the Title Company is prepared to record the grant deed conveying the Premises to Lessee and is prepared to issue a CLTA Standard Owner's Policy of title insurance to Lessee as provided below. (e) Following Lessee's timely exercise of the option to purchase, Lessee's obligation to purchase the Premises shall be conditioned upon the Title Company being prepared and willing to issue to Lessee a CLTA Standard Owner's Policy of title insurance in the amount of the Purchase Price subject only to non-delinquent real property taxes and assessments and such other title matters as encumber the Premises as of the date established to consummate of execution of this Lease and any other title matters created by Lessee's acts. In the event Lessee closes escrow on the purchase of the Premises pursuant to the Tenant's exercise terms of such this Paragraph 71, Lessor shall cause any deed of trust then encumbering the Premises to be reconveyed. (f) Lessor represents, warrants and covenants that Lessor has not granted to any third party a right to purchase the Premises or any interest therein which is superior to the rights of Lessee under this Paragraph 71. (g) On the Closing Date, Lessor shall convey title to the Premises pursuant to a grant deed. Title to the Premises shall be delivered free and clear of all deeds of trust, and subject only to non- delinquent real property taxes and assessments and title matters affecting the Premises as of the date this Lease is executed. The cost of the title insurance policy shall be borne by Lessee. (h) Real property taxes and assessments and rents shall be prorated as of the close of escrow. All escrow fees, documentary transfer taxes, city conveyance taxes, if any, and title insurance premiums shall be borne by Lessee. Each party shall be responsible for its own attorneys' fees incurred in connection with the purchase and sale of the Premises. (i) Time is of the essence with respect to the option (except as provided in Section 6.2.2(c) below), Tenant shall have to purchase. If the option to purchase is not exercised in the Premises upon the following terms and conditions: 6.2.1 At any time during the Initial Term before manner provided herein, or if the close of business on that date which is thirty escrow does not occur within twelve (3012) days prior to months following the third (3rd) anniversary Commencement Date of the Commencement DateLease, the Tenant may exercise its option to purchase all but not less than all of the Premises by giving Landlord written notice thereof. 6.2.2 The purchase price (the "Purchase Price") for both the Premises and the Greenfield Premises (as defined in Section 6.4 below) Lessee shall be equal to $1,500,000 (the "Closing Payment") payable as follows ___plus Tenant's assumption of the then outstanding balance of the NHI Indebtedness (as hereinafter defined): (a) The Tenant shall tender a portion of the Closing Payment in an amount not less than $750,000 in cash, with the balance of the Closing Payment to be paid to the Landlord in the form of a purchase money promissory note providing for the following principal terms all as more particularly set forth in the Promissory Note attached hereto as Schedule 6.2.2 (the "Seller Note"): (i) annual interest rate of 8% during the first year thereof, and an annual interest rate of ten percent (10%) thereafter until maturity; (ii) payable in equal monthly installments of principal and interest based on a ten (10) year amortization schedule; (iii) the outstanding balance of the Seller Note shall be due in full on 2007. The foregoing indebtedness shall be secured by (x) mortgages in form and substance reasonably satisfactory to Tenant and its counsel encumbering the Premises and the Greenfield Premises, which mortgages shall be subordinate in all respects to the NHI Indebtedness or any other indebtedness incurred by Tenant in substitution thereof and (y) guaranties from Guarantor in the form attached hereto as Schedule 6.2.2(a). The Purchase Price shall be allocated among the Premises, the Greenfield Premises, the personal property located thereon and certain other assets incorporated therein as set forth in the Agreement to Lease. (b) All of Landlord's rights and obligations in and with respect to the NHI Indebtedness including, in particular, and without limitation, all so-called reserve accounts, and all rights to receive the Additional Funds (as defined in Section 17.3 below) shall be assigned to Tenant on the closing date set forth below, and all obligations thereunder shall be assumed by Tenant as of such date, all as more particularly set forth in the Assignment and Assumption Agreement attached hereto as Schedule 6.2.2(b). (c) If an Event of Default may be cured by the payment of money, Tenant may exercise its option have no right to purchase the Premises provided that Tenant pays all amounts necessary to cure and this option may not be revived by any such Event of Default simultaneously with the closing of such purchase transaction, including, without limitation, any outstanding Total Rent then due and owing Landlordsubsequent payment or further action by Lessee. 6.2.3 Once the Purchase Price is established pursuant (j) Lessor and Lessee each represent and warrant to the above, Landlord as seller and the Tenant as buyer shall within seven (7) days after such determination establish an escrow to consummate such purchase other that it has had no dealings with Landlord's counsel on the following terms: (i) the form of escrow instructions to be then signed by Landlord and the Tenant and all other documents delivered any real estate broker or agent in connection with any such transfer of the Premises shall not provide for any representations or warranties regarding purchase option described above other than the Premises (without affecting any representations or warranties contained brokers identified in the Agreement to Lease) nor any due diligence or other contingencies in favor of the Tenant, (ii) the Purchase Price shall be payable as provided above and on the closing date established by Tenant at a date prior to the third (3") anniversary of the Commencement Date, (iii) the transaction costs shall be allocated between the parties in accordance with customary practices, (iv) at close, Landlord shall deliver title to the Premises to the Tenant or its designee subject only to the Permitted Exceptions (as defined below), (v) the sale escrow instructions shall provide for a deposit equal to five percent (5%) of the Closing Payment and shall provide that the deposit may be retained by Landlord as liquidated damages in the event of any breach by the Tenant of the terms of the escrow instructions ~rovided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease) or in the alternative, Landlord may elect to pursue its rights and remedies in equity, including, without limitation, Landlord's right to xxx for specific performance of Tenant's obligation to acquire the Premises pursuant to this Section 6.2, and (vi) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord and Tenant. As used in this Lease the "Permitted Exceptions" shall consist solely of those title matters set forth on Exhibit D hereto or any other encumbrances (i) approved in writing by Tenant in its sole discretion, or (ii) created by or through the acts or omissions of Tenant including, without limitation, any tax liens or other encumbrances resulting from Tenant's failure to fulfill its obligations to pay all taxes and other amounts due and owing under this Lease. In the event of a breach by Landlord of its obligation to convey the Premises under this Section 6.2, the Tenant shall be entitled to xxx for specific performance thereof or, in the alternative, immediately recover its deposit against the Purchase Price. Moreover, in the event either party breaches its obligations under this Section 6.2, the prevailing party in any resulting litigation, regardless of whether the same is prosecuted to judgment, shall be entitled to recover its enforcement expenses, including reasonable attorney's fees and court costs, in addition to its other damagesParagraph 1.

Option to Purchase the Premises. Provided no Event of Default (as defined in Section 10 below) has occurred and is continuing as of the Tenant's exercise of its option to purchase the Premises pursuant to this Section 6.2 or at the closing date established to consummate the purchase of the Premises pursuant to the Tenant's exercise of such option (except as provided in Section 6.2.2(c) below), Tenant shall have the option to purchase the Premises upon the following terms and conditions: 6.2.1 At any time during the Initial Term before the close of business on that date which is thirty (30) days prior to the third (3rd) anniversary of the Commencement Date, the Tenant may exercise its option to purchase all but not less than all of the Premises by giving Landlord written notice thereof. 6.2.2 The purchase price (the "Purchase Price") for both the Premises and the Greenfield Holyoke Premises (as defined in Section 6.4 below) shall be equal to $1,500,000 (the "Closing Payment") payable as follows ___plus Tenant's assumption of the then outstanding balance of the NHI Indebtedness (as hereinafter defined): (a) The Tenant shall tender a portion of the Closing Payment in an amount not less than $750,000 in cash, with the balance of the Closing Payment to be paid to the Landlord in the form of a purchase money promissory note providing for the following principal terms all as more particularly set forth in the Promissory Note attached hereto as Schedule 6.2.2 (the "Seller Note"): (i) annual interest rate of 8% during the first year thereof, and an annual interest rate of ten percent (10%) thereafter until maturity; (ii) payable in equal monthly installments of principal and interest based on a ten (10) year amortization schedule; (iii) the outstanding balance of the Seller Note shall be due in full on _________ 2007. ; The foregoing indebtedness shall be secured by (x) mortgages in form and substance reasonably satisfactory to Tenant and its counsel encumbering the Premises and the Greenfield Holyoke Premises, which mortgages shall be subordinate in all respects to the NHI Indebtedness or any other indebtedness incurred by Tenant in substitution thereof and (y) guaranties from Guarantor in the form attached hereto as Schedule 6.2.2(a). The Purchase Price shall be allocated among the Premises, the Greenfield Holyoke Premises, the personal property located thereon and certain other assets incorporated therein as set forth in the Agreement to Lease. (b) All of Landlord's rights and obligations in and with respect to the NHI Indebtedness including, in particular, and without limitation, all so-called reserve accounts, and all rights to receive the Additional Funds (as defined in Section 17.3 below) shall be assigned to Tenant on the closing date set forth below, and all obligations thereunder shall be assumed by Tenant as of such date, all as more particularly set forth in the Assignment and Assumption Agreement attached hereto as Schedule 6.2.2(b). (c) If an Event of Default may be cured by the payment of money, Tenant may exercise its option to purchase the Premises provided that Tenant pays all amounts necessary to cure any such Event of Default simultaneously with the closing of such purchase transaction, including, without limitation, any outstanding Total Rent then due and owing Landlord. 6.2.3 Once the Purchase Price is established pursuant to the above, Landlord as seller and the Tenant as buyer shall within seven (7) days after such determination establish an escrow to consummate such purchase with Landlord's counsel on the following terms: (i) the form of escrow instructions to be then signed by Landlord and the Tenant and all other documents delivered in connection with any such transfer of the Premises shall not provide for any representations or warranties regarding the Premises (without affecting any representations or warranties contained in the Agreement to Lease) nor any due diligence or other contingencies in favor of the Tenant, (ii) the Purchase Price shall be payable as provided above and on the closing date established by Tenant at a date prior to the third (3"3rd) anniversary of the Commencement Date, (iii) the transaction costs shall be allocated between the parties in accordance with customary practices, (iv) at close, Landlord shall deliver title to the Premises to the Tenant or its designee subject only to the Permitted Exceptions (as defined below), (v) the sale escrow instructions shall provide for a deposit equal to five percent (5%) of the Closing Payment and shall provide that the deposit may be retained by Landlord as liquidated damages in the event of any breach by the Tenant of the terms of the escrow instructions ~rovided(provided, however, such liquidated damages shall relate only to Landlord's Landlord1s damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach of this Lease) or in the alternative, Landlord may elect to pursue its rights and remedies in equity, including, without limitation, Landlord's right to xxx for specific performance of Tenant's obligation to acquire the Premises pursuant to this Section 6.2, and (vi) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord and Tenant. As used in this Lease the "Permitted Exceptions" shall consist solely of those title matters set forth on Exhibit D hereto or any other encumbrances (i) approved in writing by Tenant in its sole discretion, or (ii) created by or through the acts or omissions of Tenant including, without limitation, any tax liens or other encumbrances resulting from Tenant's failure to fulfill its obligations to pay all taxes and other amounts due and owing under this Lease. In the event of a breach by Landlord of its obligation to convey the Premises under this Section 6.2, the Tenant shall be entitled to xxx for specific performance thereof or, in the alternative, immediately recover its deposit against the Purchase Price. Moreover, in the event either party breaches its obligations under this Section 6.2, the prevailing party in any resulting litigation, regardless of whether the same is prosecuted to judgment, shall be entitled to recover its enforcement expenses, including reasonable attorney's fees and court costs, in addition to its other damages.

Option to Purchase the Premises. Provided no Event of Default (as defined in Section 10 below) has occurred and is continuing as of the Tenant's exercise of its Landlord hereby grants to Tenant ------------------------------- an option to purchase the Premises pursuant to this Section 6.2 or at leased premises, upon the closing date established to consummate terms and conditions set forth herein, for the purchase price of the Premises pursuant to the Two Million Two Hundred Fifty Thousand ($2,250,000) Dollars. The option herein granted may be exercised by Tenant's exercise of such option (except as provided in Section 6.2.2(c) below), Tenant shall have the option to purchase the Premises upon the following terms and conditions: 6.2.1 At at any time during the Initial Term before first seven (7) years of the close term of business on this Lease, provided that date which this Lease has not been sooner terminated and Tenant is not in default hereunder, by providing written notice to Landlord at any time within the first six and one-half (6 1/2) years of the term hereof. Within thirty (30) days prior to after the third (3rd) anniversary giving of the Commencement Date, the notice by Tenant may exercise exercising its option to purchase all but not less than all of the Premises by giving purchase, Landlord written notice thereof. 6.2.2 The purchase price (the "Purchase Price") for both the Premises and the Greenfield Premises (as defined in Section 6.4 below) shall be equal to $1,500,000 (the "Closing Payment") payable as follows ___plus shall, at Tenant's assumption expense, furnish to Tenant an owner's policy of the then outstanding balance of the NHI Indebtedness title insurance (as hereinafter defined): (aor a binding commitment to issue such title insurance) The Tenant shall tender a portion of the Closing Payment in an amount not less than $750,000 in cash, with the balance of the Closing Payment to be paid equal to the Landlord in purchase price issued by a title insurance company acceptable to Tenant, naming Tenant as the form of a purchase money promissory note providing for the following principal terms all as more particularly set forth in the Promissory Note attached hereto as Schedule 6.2.2 (the "Seller Note"): (i) annual interest rate of 8% during the first year thereof, insured and an annual interest rate of ten percent (10%) thereafter until maturity; (ii) payable in equal monthly installments of principal and interest based on a ten (10) year amortization schedule; (iii) the outstanding balance of the Seller Note shall be due in full on 2007. The foregoing indebtedness shall be secured by (x) mortgages in form and substance reasonably satisfactory to Tenant and its counsel encumbering the Premises and the Greenfield Premises, which mortgages shall be subordinate in all respects to the NHI Indebtedness or any other indebtedness incurred by Tenant in substitution thereof and (y) guaranties from Guarantor in the form attached hereto as Schedule 6.2.2(a). The Purchase Price shall be allocated among the Premises, the Greenfield Premises, the personal property located thereon and certain other assets incorporated therein as set forth in the Agreement to Lease. (b) All of guaranteeing Landlord's rights and obligations in and with respect to the NHI Indebtedness including, in particular, and without limitation, all so-called reserve accounts, and all rights to receive the Additional Funds (as defined in Section 17.3 below) shall be assigned to Tenant on the closing date set forth below, and all obligations thereunder shall be assumed by Tenant as of such date, all as more particularly set forth in the Assignment and Assumption Agreement attached hereto as Schedule 6.2.2(b). (c) If an Event of Default may be cured by the payment of money, Tenant may exercise its option to purchase the Premises provided that Tenant pays all amounts necessary to cure any such Event of Default simultaneously with the closing of such purchase transaction, including, without limitation, any outstanding Total Rent then due and owing Landlord. 6.2.3 Once the Purchase Price is established pursuant to the above, Landlord as seller and the Tenant as buyer shall within seven (7) days after such determination establish an escrow to consummate such purchase with Landlord's counsel on the following terms: (i) the form of escrow instructions to be then signed by Landlord and the Tenant and all other documents delivered in connection with any such transfer of the Premises shall not provide for any representations or warranties regarding the Premises (without affecting any representations or warranties contained in the Agreement to Lease) nor any due diligence or other contingencies in favor of the Tenant, (ii) the Purchase Price shall be payable as provided above and on the closing date established by Tenant at a date prior to the third (3") anniversary of the Commencement Date, (iii) the transaction costs shall be allocated between the parties in accordance with customary practices, (iv) at close, Landlord shall deliver title to the Premises to the Tenant be free from all liens, charges, or its designee subject only to the Permitted Exceptions encumbrances, except (i) municipal and zoning ordinances; (ii) any taxes and assessments whether or not due and payable; (iii) any recorded easements, restrictions, or other matters existing as defined below), (v) the sale escrow instructions shall provide for a deposit equal to five percent (5%) of the Closing Payment and shall provide that the deposit may be retained by Landlord as liquidated damages in the event of any breach by the Tenant of the terms of the escrow instructions ~rovided, however, such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall in no way liquidate or limit Landlord's damages by reason of a breach date of this Lease; and (iv) any liens, claims, or encumbrances arising by, through or under Tenant. Tenant shall be allowed ten (10) days in which to examine such evidence of title, and if the alternativesame does not show Landlord's title to be free from all liens, charges, and encumbrances excepting those permitted by this paragraph, Landlord may elect shall, within a reasonable time thereafter, cure such defects and clear title. The closing of the transaction shall, in all events, be held on a date within such seven (7) year period and the time of such closing is agreed to pursue its rights and remedies be of the essence. If the evidence of title furnished by Landlord discloses any defects in equity, including, without limitation, Landlord's right title which cannot be cured, and the curing of which Tenant is unwilling to xxx for specific waive, Tenant may withdraw its exercise of this option to purchase, and its performance of Tenant's obligation the contract formed by such exercise shall be excused, and this Lease shall continue in full force and effect in accordance with its terms. At the closing, Landlord shall by special warranty deed convey to acquire Tenant fee simple title to the Premises pursuant to this Section 6.2free and clear of all liens, charges, and (vi) encumbrances excepting those permitted by this paragraph. Upon delivery of such warranty deed, Tenant shall pay the escrow instructions purchase price to Landlord in cash or by certified check. All deed stamp and/or transfer taxes imposed in connection with such transfer shall otherwise be in form and substance reasonably satisfactory to divided equally between Landlord and Tenant. As used in Upon the closing, this Lease and all of the "Permitted Exceptions" obligations arising from and after the closing shall consist solely of those title matters terminate. Tenant shall have the right to assign this option to permitted assignees, as set forth on Exhibit D hereto or any other encumbrances (i) approved in writing by Tenant in Section 10 hereof, and may assign its sole discretion, or (ii) created by or through the acts or omissions of Tenant including, without limitation, any tax liens or other encumbrances resulting from Tenant's failure to fulfill its obligations to pay all taxes rights and other amounts due and owing under this Lease. In the event of a breach by Landlord of its obligation to convey the Premises under this Section 6.2, the Tenant shall be entitled to xxx for specific performance thereof or, in the alternative, immediately recover its deposit against the Purchase Price. Moreover, in the event either party breaches its obligations under this Section 6.218 to Edwaxx X. Xxxxxxxx, Xxuaxx X. Xxxxxxxx, xxeir spouses and children, or trusts created for the benefit of their spouses and children. Upon Tenant's request, the prevailing party parties shall record a summary of this option with the office for the recording of deeds in any resulting litigation, regardless of whether the same is prosecuted to judgment, shall be entitled to recover its enforcement expenses, including reasonable attorney's fees and court costs, in addition to its other damagesfor Montxxxxxx Xxxnty.

Option to Purchase the Premises. (a) Provided no Event of Default that Lessee has duly exercised the first Renewal Option in accordance with Paragraph 51, Lessor grants to Lessee the one-time option (as defined in Section 10 belowthe "Purchase Option") has occurred and is continuing as of the Tenant's exercise of its option to purchase the Premises on December 1, 2004 (the "Closing Date") for the Fair Market Value of the Premises as determined in accordance with Paragraph 52(b), subject to the terms and conditions of this Paragraph 52. The Purchase Option shall be exercised, if at all, by written notice to Lessor not less than six (6) months nor more than twelve (12) months prior to the Closing Date, which notice shall be irrevocable by Lessee; provided, however, that, if Lessee is in default under this Lease either at the time Lessee exercises the Purchase Option or at any time thereafter prior to the Closing Date, Lessor shall have, in addition to all of Lessor's other rights and remedies under this Lease, the right to terminate the Purchase Option and to cancel unilaterally Lessee's exercise of the Purchase Option. (b) The fair market value of the Premises (the "Fair Market Value") shall be determined by Lessor on the basis of the highest and best use of the Premises as if the Premises were unencumbered and free of all liens, including this Lease. Lessor shall notify Lessee of the Fair Market Value of the Premises not later than four (4) months prior to the Closing Date. If Lessee disputes Lessor's determination of the Fair Market Value, Lessee shall, within twenty (20) days after the date of Lessor's notice setting forth the Fair Market Value, send to Lessor a notice stating that Lessee either (i) elects to terminate its exercise of the Purchase Option, in which event the Purchase Option shall be deemed terminated, or (ii) disagrees with Lessor's determination of Fair Market Value and elects to resolve the disagreement as provided in Paragraph 52(c) below. If Lessee does not send to Lessor a notice as provided in the previous sentence, Lessor's determination of the Fair Market Value shall be determinative. The Fair Market Value of the Premises, as established pursuant to this Section 6.2 or at the closing date established to consummate Paragraph 52, shall be the purchase price which Lessee shall pay Lessor on the Closing Date. (c) Any disagreement regarding the Fair Market Value as defined in this Paragraph 52 shall be resolved as follows: (i) Within twenty (20) days after Lessee's response to Lessor's notice to Lessee of the Premises pursuant Fair Market Value, Lessor and Lessee shall meet no less than two (2) times, at a mutually agreeable time and place, to attempt to resolve any such disagreement. (ii) If, within the twenty (20) day consultation period, Lessor and Lessee cannot reach an agreement as to the Tenant's exercise Fair Market Value, they shall each select one appraiser to determine the Fair Market Value. Each such appraiser shall arrive at a determination of such option (except as provided in Section 6.2.2(c) below), Tenant shall have the option Fair Market Value and submit their conclusions to purchase the Premises upon the following terms Lessor and conditions: 6.2.1 At any time during the Initial Term before the close of business on that date which is Lessee within thirty (30) days prior to after the third (3rd) anniversary expiration of the Commencement Date, the Tenant may exercise its option to purchase all but not less than all of the Premises by giving Landlord written notice thereoftwenty (20) day consultation period. 6.2.2 The purchase price (the "Purchase Price") for both the Premises and the Greenfield Premises (as defined in Section 6.4 below) shall be equal to $1,500,000 (the "Closing Payment") payable as follows ___plus Tenant's assumption of the then outstanding balance of the NHI Indebtedness (as hereinafter defined): (a) The Tenant shall tender a portion of the Closing Payment in an amount not less than $750,000 in cash, with the balance of the Closing Payment to be paid to the Landlord in the form of a purchase money promissory note providing for the following principal terms all as more particularly set forth in the Promissory Note attached hereto as Schedule 6.2.2 (the "Seller Note"): (i) annual interest rate of 8% during the first year thereof, and an annual interest rate of ten percent (10%) thereafter until maturity; (ii) payable in equal monthly installments of principal and interest based on a ten (10) year amortization schedule; (iii) If only one determination is submitted within the outstanding balance requisite time period, it shall be deemed to be the Fair Market Value. If both determinations are submitted within such time period, and if the two determinations so submitted differ by five percent (5%) or less of the Seller Note higher of the two, the average of the two shall be due in full on 2007the Fair Market Value. The foregoing indebtedness shall be secured If the two determinations differ by (x) mortgages in form and substance reasonably satisfactory to Tenant and its counsel encumbering the Premises and the Greenfield Premises, which mortgages shall be subordinate in all respects to the NHI Indebtedness or any other indebtedness incurred by Tenant in substitution thereof and (y) guaranties from Guarantor in the form attached hereto as Schedule 6.2.2(a). The Purchase Price shall be allocated among the Premises, the Greenfield Premises, the personal property located thereon and certain other assets incorporated therein as set forth in the Agreement to Lease. (b) All of Landlord's rights and obligations in and with respect to the NHI Indebtedness including, in particular, and without limitation, all so-called reserve accounts, and all rights to receive the Additional Funds (as defined in Section 17.3 below) shall be assigned to Tenant on the closing date set forth below, and all obligations thereunder shall be assumed by Tenant as of such date, all as more particularly set forth in the Assignment and Assumption Agreement attached hereto as Schedule 6.2.2(b). (c) If an Event of Default may be cured by the payment of money, Tenant may exercise its option to purchase the Premises provided that Tenant pays all amounts necessary to cure any such Event of Default simultaneously with the closing of such purchase transaction, including, without limitation, any outstanding Total Rent then due and owing Landlord. 6.2.3 Once the Purchase Price is established pursuant to the above, Landlord as seller and the Tenant as buyer shall within seven (7) days after such determination establish an escrow to consummate such purchase with Landlord's counsel on the following terms: (i) the form of escrow instructions to be then signed by Landlord and the Tenant and all other documents delivered in connection with any such transfer of the Premises shall not provide for any representations or warranties regarding the Premises (without affecting any representations or warranties contained in the Agreement to Lease) nor any due diligence or other contingencies in favor of the Tenant, (ii) the Purchase Price shall be payable as provided above and on the closing date established by Tenant at a date prior to the third (3") anniversary of the Commencement Date, (iii) the transaction costs shall be allocated between the parties in accordance with customary practices, (iv) at close, Landlord shall deliver title to the Premises to the Tenant or its designee subject only to the Permitted Exceptions (as defined below), (v) the sale escrow instructions shall provide for a deposit equal to than five percent (5%) of the Closing Payment higher of the two, then the two appraisers shall immediately select a third appraiser who shall, within thirty (30) days after his or her selection, make a determination of the Fair Market Value and submit such determination to Lessor and Lessee. This third determination will then be averaged with the closer of the two previous determinations and the result shall be the Fair Market Value. (iv) All appraisers specified pursuant to this paragraph 52 shall be members of the American Institute of Real Estate Appraisers with not less than ten (10) years experience in appraising commercial properties in the El Cajon, California, area. Each party shall pay the cost of the appraiser selected by-such party and one-half of the cost of the third appraiser plus one-half of any other costs incurred in resolving the disagreement pursuant to this Paragraph 52(c). (d) Within five (5) days after the final determination of the purchase price, Lessee and Lessor will open an escrow (the "Escrow") with a mutually agreeable title and escrow company. Lessee and Lessor will each deposit such instruments as are reasonably required by the Escrow holder or otherwise required to close Escrow, and shall provide designate the Escrow holder as the "Reporting Person" for the transaction pursuant to Section 6045(e) of the Internal Revenue Code. At the close of Escrow, fee simple title to the Premises will be conveyed to Lessee by Lessor by grant deed, subject only to a lien for real property taxes and assessments not then delinquent, matters of title affecting the Premises as of the date of this Lease, and matters affecting the condition of title to the Premises created by or with the consent of Lessee or otherwise approved by Lessee. Lessee agrees that the deposit may Premises are to be retained sold to and accepted by Landlord as liquidated damages Lessee at the close of Escrow in its then condition AS-IS AND WITH ALL FAULTS. In connection with the closing, Lessor will pay all documentary transfer taxes, one-half of the costs and fees associated with the Escrow and Lessor's share of prorations. Lessee will pay all document recording charges, one-half of the costs and fees associated with the Escrow, the title policy, the survey, if any, and Lessee's share of prorations. Lessee and Lessor will each pay all legal and professional fees and fees of other consultants incurred by Lessee and Lessor, respectively. All other costs and expenses will be allocated between Lessee and Lessor in accordance with the customary practice in the event county in which the Premises are located. All non-delinquent real estate taxes and assessments on the Property will be prorated as of any breach the Closing Date based on the actual current tax bill. Xx the Closing Date takes place before the real estate taxes are fixed for the tax year in which the Closing Date occurs, the apportionment of real estate taxes will be made on the basis of the real estate taxes for the immediately preceding tax year applied to the latest assessed valuation, and adjusted after the Closing Date by the Tenant parties to the extent necessary. Any tax refunds received by Lessee which are allocable to the period prior to Closing Date will be paid by Lessee to Lessor. (e) Lessee may not, either voluntarily or by operation of law, assign or otherwise transfer its rights in and to the Purchase Option without Lessor's prior written consent, which consent may withhold in Lessor's sole and absolute discretion; provided, however, that Lessee may assign such rights in connection with an assignment of this Lease pursuant to the terms of the escrow instructions ~rovided, however, Paragraph 12. Any attempted assignment or other transfer made without such liquidated damages shall relate only to Landlord's damages by reason of a breach of the escrow instructions and shall consent or not in no way liquidate or limit Landlord's damages by reason of a breach connection with an assignment of this Lease) or in the alternative, Landlord may elect to pursue its rights and remedies in equity, including, without limitation, Landlord's right to xxx for specific performance of Tenant's obligation to acquire the Premises Lease pursuant to this Section 6.2, and (vi) the escrow instructions shall otherwise be in form and substance reasonably satisfactory to Landlord and Tenant. As used in this Lease the "Permitted Exceptions" shall consist solely terms of those title matters set forth on Exhibit D hereto or any other encumbrances (i) approved in writing by Tenant in its sole discretion, or (ii) created by or through the acts or omissions of Tenant including, without limitation, any tax liens or other encumbrances resulting from Tenant's failure to fulfill its obligations to pay all taxes and other amounts due and owing under this Lease. In the event of a breach by Landlord of its obligation to convey the Premises under this Section 6.2, the Tenant Paragraph 12 below shall be entitled to xxx for specific performance thereof or, in the alternative, immediately recover its deposit against the Purchase Price. Moreover, in the event either party breaches its obligations under this Section 6.2, the prevailing party in any resulting litigation, regardless of whether the same is prosecuted to judgment, shall be entitled to recover its enforcement expenses, including reasonable attorney's fees null and court costs, in addition to its other damagesvoid.