Common use of Partial Termination Procedures Clause in Contracts

Partial Termination Procedures. On the date of the payment by the Lessee of all amounts required to be paid under Section 15.1, in accordance with the procedures set forth in Section 15.1 (such date, the "Partial Termination Date"), this Master Lease shall terminate with respect to such Affected Property. The Lessor shall take the following actions in respect of the applicable Affected Property upon the Administrative Agent's receipt of all amounts due with respect to such Affected Property and all other amounts then due in accordance with Section 15.1: (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's cost and expense (which expenses include, without limitation, the payment of any transfer taxes): (i) a deed with respect to the Affected Property containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), (ii) a xxxx of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such Affected Property, containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), and (iii) an assignment of any and all other interests of the Lessor in such Affected Property not otherwise conveyed in such deed or xxxx of sale (which shall include an assignment of all of the right, title and interest of the Lessor in and to any Excess Casualty/Condemnation Proceeds), in each case in recordable form and otherwise in conformity with local custom to the extent consistent with the foregoing scope of the Lessor's representations and warranties; (b) such Affected Property shall be conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its then present physical condition; and (c) at the request of the Lessee, Net Proceeds with respect to such Affected Property shall be applied against amounts due hereunder, and the Lessor shall convey to the Lessee any Excess Casualty/Condemnation Proceeds with respect to the Affected Property.

Partial Termination Procedures. On the date of the payment by the Lessee of all amounts required to be paid under Section 15.1, 15.1 in accordance with the procedures set forth in Section 15.1 (such date, the "Partial Termination Date"), the Lease Supplement relating to the affected Property shall terminate (or if the relevant Property is a Mortgaged Property, the Lessor Mortgage relating Master Lease to such Mortgage shall be released) and this Master Lease shall terminate with respect to such Affected affected Property. The , and the Lessor shall shall, at the Lessee's sole cost and expense, take the following actions in respect of the applicable Affected affected Property upon the Administrative AgentLessor's receipt of all amounts due with respect to such Affected affected Property and all other amounts then due in accordance with Section 15.1: (a) if the relevant Property is a Leased Property, the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's sole cost and expense expense: (which expenses include, without limitation, the payment of any transfer taxes): (ix) a quitclaim deed with respect to the Affected Property affected Property, containing representations and warranties of grantor regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), (ii) a xxxx of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such Affected Property, containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), and (iiiy) an assignment of any and all other interests the entire interest of the Lessor in such Affected affected Property not otherwise conveyed in such deed or xxxx of sale (which shall include an assignment of all of the right, title and interest of the Lessor in and to any Excess Casualty/Condemnation Proceeds), in each case in recordable form and otherwise in conformity with local custom to the extent consistent with the foregoing scope of the Lessor's representations and warrantieswarranties and free and clear of the Lien of the Lessor Mortgage and any Lessor Liens; (b) if the relevant Property is a Leased Property, such Affected affected Property shall be conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its then present physical condition; and; (c) at the request of the Lessee, Net Proceeds with respect to such Affected Property shall be applied against amounts due hereunder, and the Lessor shall convey to the Lessee any Excess Casualty/Condemnation Proceeds with respect to the Affected affected Property; (d) if the relevant Property is a Leased Property, the Lessor shall execute and deliver to the Lessee (or its designee) and, if requested by the Lessee, the Lessee's title insurance company, an affidavit as to the absence of Lessor Liens; and (i) the Lessee and the Lessor shall execute and deliver to each other a statement of termination of this Master Lease with respect to such affected Property and, if the relevant Property is a Leased Property, a termination of the Lease Supplement covering such affected Property, and (ii) the Lessor shall execute such terminations, releases or other instruments as the Lessee may reasonable request to evidence the release of any Lessor Mortgage encumbering such Property.

Partial Termination Procedures. On the date of the payment by the Lessee of all amounts required to be paid under Section 15.1, in accordance with the procedures set forth in Section 15.1 (such date, the "Partial Termination Date"), this Master Lease shall terminate with respect to such Affected Property. The Lessor shall take the following actions in respect of Xxx Research Corporation Amended and Restated Master Lease the applicable Affected Property upon the Administrative Agent's receipt of all amounts due with respect to such Affected Property and all other amounts then due in accordance with Section 15.1: (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's designee) at the Lessee's cost and expense (which expenses include, without limitation, the payment of any transfer taxes): (i) a deed with respect to the Affected Property containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), (ii) a xxxx of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such Affected Property, containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), and (iii) an assignment of any and all other interests of the Lessor in such Affected Property not otherwise conveyed in such deed or xxxx of sale (which shall include an assignment of all of the right, title and interest of the Lessor in and to any Excess Casualty/Condemnation Proceeds), in each case in recordable form and otherwise in conformity with local custom to the extent consistent with the foregoing scope of the Lessor's representations and warranties; (b) such Affected Property shall be conveyed to the Lessee (or to the Lessee's designee) "AS IS" and in its then present physical condition; and (c) at the request of the Lessee, Net Proceeds with respect to such Affected Property shall be applied against amounts due hereunder, and the Lessor shall convey to the Lessee any Excess Casualty/Condemnation Proceeds with respect to the Affected Property.

Partial Termination Procedures. On the date of the payment by the a Lessee of all amounts required the Property Balance with respect to be paid under Section 15.1, any Property in accordance with the procedures set forth in Section SECTION 15.1 (such date, the "Partial Termination DatePARTIAL TERMINATION DATE"), the Lease Supplement relating to such affected Property shall terminate and this Master Lease shall terminate with respect to such Affected Property. The Lessor shall take Property and, concurrent with the following actions in respect of the applicable Affected Property upon the Administrative AgentLessor's receipt of all amounts due with respect to such Affected Property and all other amounts then due in accordance with Section 15.1:payment, (a) the Lessor shall execute and deliver to the Lessee of such Property (or to the such Lessee's designee) at the such Lessee's cost and expense expense: (which expenses include, without limitation, the payment of any transfer taxes): (ix) a deed with respect to the Affected such Property containing representations and warranties regarding the absence of Lessor Liens attributable (and, with respect to the Headquarters Building, such deed shall apply only to Improvements located on such Property and shall be accompanied by a termination of the Ground Lease) without recourse, representation or warranty except with respect to covenants against grantor's acts and to Lessor (but no other representations or warranties)Liens, (iiy) a xxxx of quitclaim bill xx sale with respect to the Equipment located on such Property and (z) an assignment of the entire interest of the Lessor in any items of personalty or Equipment on such Affected Property, containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties), and (iii) an assignment of any and all other interests of the Lessor held in such Affected Property not otherwise conveyed in such deed or xxxx of sale (which shall include an assignment of all of the right, title and interest of the Lessor in and to any Excess Casualty/Condemnation ProceedsNet Proceeds with respect to such Property not previously received by the Lessor), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of the Lessor Mortgage and any Lessor Liens attributable to the extent consistent with the foregoing scope of the Lessor's representations and warranties;; and (b) such Affected Property shall be conveyed to the Lessee of such Property (or to the such Lessee's designee) "AS IS" and in its then present physical condition; and (c) at the request of the Lessee, Net Proceeds with respect to such Affected Property shall be applied against amounts due hereunder, and the Lessor shall convey execute and deliver to the Lessee any Excess Casualty/Condemnation Proceeds with respect Lessees and the Lessees' title insurance company an affidavit as to the Affected Lessor's title and Lessor Liens attributable to it and shall execute and deliver to Lessee a statement of termination of this Master Lease, the applicable Lease Supplement and the Construction Agency Agreement, in each case to the extent such Operative Documents relate to such Property, and shall use reasonable efforts to cause the Lenders to execute and deliver a release of the Assignment of Leases and Rents, the Lease Supplement, the Lessor Mortgage, the Lessor Financing Statements and the Construction Agency Agreement Assignment and, to the extent reasonably requested by the Lessees, any other Operative Documents, in each case to the extent relating to such Property.

Partial Termination Procedures. On the date of the payment by the Lessee of all amounts required to be paid under Section 15.1, in accordance with the procedures set forth in Section 15.1 (such date, the "“Partial Termination Date"”), this Master Lease shall terminate with respect to such Affected Property. The Property and the Lessee and the Lessor shall take the following actions in respect of the applicable Affected Property upon the Administrative Agent's ’s receipt of all amounts due with respect to such Affected Property and all other amounts then due in accordance with Section 15.1: (a) the Lessor shall execute and deliver to the Lessee (or to the Lessee's ’s designee) at the Lessee's ’s cost and expense (which expenses include, without limitation, the payment of any transfer taxes): expense: (i) a grant deed with respect to the Affected Property containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor (but no other representations or warranties)each such Property, (ii) a xxxx bxxx of sale with respect to the interest of the Lessor in any items of personalty or Equipment on such Affected Property, containing representations and warranties regarding the absence of Lessor Liens attributable to the Lessor Property (but no other representations or warranties), if any) and (iii) an assignment of any and all other interests the entire interest of the Lessor in each such Affected Property not otherwise conveyed in such deed or xxxx of sale (which shall include an assignment of all of the right, title and interest of the Lessor in and to any Excess Casualty/Condemnation ProceedsNet Proceeds and insurance proceeds with respect to each such Property not previously received by the Lessor), in each case in recordable form and otherwise in conformity with local custom and free and clear of the Lien of the applicable Mortgage and any Lessor Liens attributable to the extent consistent with the foregoing scope of the Lessor's representations and warranties; (b) each such Affected Property shall be conveyed to the Lessee (or to the Lessee's ’s designee) "“AS IS" ” and in its then present physical condition; and (c) at in the request case of the Lesseea termination in connection with an Event of Loss, Net Proceeds with respect to such Affected Property shall be applied against amounts due hereunder, and the Lessor shall convey to the Lessee any Excess Casualty/Condemnation Net Proceeds and insurance proceeds with respect to the Affected PropertyCasualty or Condemnation giving rise to the termination of this Master Lease with respect to such Property theretofore received by the Lessor or, at the request of the Lessee, such amounts shall be applied against sums due hereunder.