Common use of Procedure upon Purchase Clause in Contracts

Procedure upon Purchase. (a) In the event of the purchase of the Premises or any part thereof by Tenant pursuant to any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereof than existed on the date of the commencement of this Lease (as such title may have been altered in accordance with the provisions hereof), and Tenant shall accept such title, subject, however, to all liens, encumbrances, charges, exceptions and restrictions on, against or relating to the Premises and to all applicable laws, regulations and ordinances, but free of the lien of Landlord’s Mortgage (if not assumed) and free of liens, encumbrances, charges, exceptions and restrictions which have been created by or resulted from acts of Landlord after the commencement of this Lease, to the extent the same are not permitted hereunder. (b) Upon the date fixed for any such purchase of the Premises pursuant to any provision of this Lease, Tenant shall pay to Landlord at its address set forth above, or at any other place designated by Landlord, the purchase price therefor specified herein, and Landlord shall deliver to Tenant (i) a grant deed which describes the Premises or portion thereof then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 18(a), together with (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property then required to be sold by Landlord pursuant to this Lease. Tenant shall pay all charges incident, to such conveyance and transfer, including its own counsel fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes levied upon or assessed against Landlord) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery of said deed and other instruments (the “Tenant Closing Costs”).

Procedure upon Purchase. (a) In the event of the Except in connection with a purchase of pursuant to paragraph 13, if Lessee shall purchase any interests in the Premises or any part portion thereof by Tenant pursuant to any provision of this Lease, Landlord Lessor need not transfer and convey or cause to Tenant or its designee be conveyed any better title thereof thereto than existed in Lessor with respect to its interests in the Premises and/or in Master Lessor with respect to its interests in the Premises, in each case on the date of the commencement of this Lease (as such title may have been altered in accordance with the provisions hereof)Initial Term, and Tenant Lessee or its designee shall accept such title, subject, however, to all liens, encumbrances, charges, exceptions and restrictions on, against or relating the state of title to the Premises on the date on which this Lease commenced; the con­dition of the Premises on the date of purchase; all charges, liens, security interests and to encumbrances on the Premises and all applicable laws, regulations and ordinancesLegal Requirements, but free of (i) the lien of Landlord’s Mortgage the Mortgage; (if not assumedii) and free of charges, liens, encumbrances, charges, exceptions security interests and restrictions which have been created by or resulted encumbrances resulting from acts of Landlord after Lessor or the commencement Master Lessor taken without the consent of this Lessee; and (iii) the Master Lease, to the extent the same are not permitted hereunder. (b) Upon the date fixed for any such purchase of any interest in the Premises pursuant to or any provision of this Leaseportion thereof hereunder, Tenant Lessee shall pay to Landlord at its address set forth above, or at any other place designated by Landlord, the purchase price therefor specified herein, together with all Rent Payments, Deferred Rent, additional rent and Landlord other sums then due and payable hereunder to and including such date of purchase, and there shall deliver be delivered to Tenant (i) Lessee a grant special warranty deed which describes to or other conveyance of the interests in the Premises or portion thereof then being sold to Tenant Lessee and conveys and transfers any other instruments necessary to convey the title thereto which is described in this paragraph 18(a), together with (ii) such other instruments as shall be necessary 15 and to transfer to Tenant or its designee assign any other property then required to be sold by Landlord assigned to Lessee pursuant to this Leasehereto. Tenant Lessee shall pay all charges incident, incident to such conveyance and transferassignment, including its own reasonable counsel fees (except counsel fees attributable to clearing title), escrow fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income (including capital gains) or franchise taxes levied upon of Lessor or assessed against LandlordMaster Lessor) which may be incurred or imposed by reason of such conveyance and transfer assignment and by reason of the delivery of said deed and other instruments instruments, and all amounts payable by Lessor pursuant to paragraph 15(b) of the Master Lease. Upon the completion of any purchase of the entire interest of Lessor in the Premises or of the entire interests of Lessor and Master Lessor in the Premises, as the case may be (but not of any lesser interest than the “Tenant Closing Costs”entire interest of Lessor in the Premises or of the entire interests of Lessor and Master Lessor in the Premises, as the case may be) but not prior thereto (whether or not any delay or failure in the comple­tion of such purchase shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date of purchase. This paragraph 15(b) does not apply to a purchase upon the exercise of the right of first refusal contained in paragraph 13.

Procedure upon Purchase. (a) In the event of the If Lessee shall purchase of Lessor's Interest in the Premises or any part thereof by Tenant pursuant to any provision of this Lease, Landlord need not transfer and Lessor shall convey to Tenant or its designee any better title thereof than thereto as it existed on the date of the commencement of this Lease (as such title may have been altered in accordance with the provisions term hereof), and Tenant Lessee or its designee shall accept such title, subject, however, to (i) all charges, liens, encumbrances, charges, exceptions security interests and restrictions on, against encumbrances attaching thereto on or relating after such date which shall not have been created or suffered by Lessor or which shall be consented to the Premises and to by Lessee; (ii) all applicable laws, regulations regulations, ordinances and ordinances, Permitted Encumbrances; and (iii) impositions which are obligations of Lessee under this Lease; but free of charges, liens, security interests and encumbrances resulting from acts of Lessor taken without the lien consent of Landlord’s Mortgage (if not assumed) Lessee, and free of liensthe Mortgage, encumbrances, charges, exceptions and restrictions which have been created by or resulted from acts of Landlord after the commencement of this Lease, to the extent unless the same are not permitted hereunder.is assumed by Lessee pursuant to Paragraph 15(e). 30 (b) Upon On the date fixed for any such purchase of Lessor's Interest in the Premises pursuant to any provision of this Leasehereunder, Tenant Lessee shall pay to Landlord at its address set forth above, or at any other place designated by Landlord, Lessor the purchase price therefor specified hereinherein together with all Basic Rent, Additional Rent and other sums then due and payable hereunder to and including such date of purchase, and Landlord Lessor shall deliver to Tenant (i) Lessee a grant proper deed which describes of conveyance with covenant against grantor's acts, conveying Lessor's Interest in the Premises or portion thereof then being sold to Tenant Lessee, and conveys and transfers any other instruments necessary to convey the title thereto which is described in paragraph 18(aParagraph 16(a), together with (ii) such other instruments as shall be necessary and to transfer to Tenant or its designee assign any other property then required to be sold assigned by Landlord Lessor pursuant to this Leasehereto. Tenant Lessee shall pay all charges incident, incident to such conveyance and transferassignment, including its own counsel reasonable and necessary fees of Lessor's counsel, escrow fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes levied upon or assessed against Landlordof Lessor) which may be incurred or imposed by reason of such conveyance and transfer assignment and by reason of the delivery of said deed conveyance and other instruments (instruments. Upon the “Tenant Closing Costs”)completion of any such purchase but not prior thereto, this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen prior to such date of purchase.

Procedure upon Purchase. (a) In the event of the If Lessee or its designee shall purchase of the Premises or any part thereof by Tenant pursuant to any provision of this Lease, Landlord need not transfer and Lessor shall convey or cause to Tenant or be conveyed title thereto, the state of which shall be at least as good as the state of title which existed in Lessor with respect to its designee any better title thereof than existed interest in the Premises on the date of the commencement of this Lease (as such title may have been altered in accordance with the provisions hereof), and Tenant shall accept such titleCommencement Date, subject, however, to the condition of the Premises on the date of purchase, all charges, liens, encumbrances, charges, exceptions security interests and restrictions on, against or relating to encumbrances on the Premises and to all applicable laws, regulations and ordinancesLegal Requirements, but free of the lien of Landlord’s the Mortgage (if not assumed) and free of charges, liens, encumbrances, charges, exceptions security interests and restrictions which have been created by or resulted encumbrances resulting from acts of Landlord after the commencement of this Lease, to the extent the same Lessor which are not permitted hereunder. (b) either consented to in writing, requested by or joined in by Lessee and Lessee or its designee shall accept such title. Upon the date fixed for any such purchase of the Premises pursuant to any provision of this Leasehereunder, Tenant Lessee shall pay to Landlord at its address set forth above, or at any other place designated by Landlord, Lessor the purchase price therefor specified hereinherein together with all Basic Rent, Additional Rent and Landlord other sums then due and payable hereunder to and including such date of purchase and Lessor shall deliver to Tenant (i) Lessee a grant special warranty deed which describes to or other conveyance of the interests in the Premises or portion thereof then being sold to Tenant Lessee and conveys and transfers any other instruments necessary to convey the title thereto which is described in paragraph 18(a), together with (iiSection 3.01(a) such other instruments as shall be necessary and to transfer to Tenant or its designee assign any other property then required to be sold assigned by Landlord Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase pursuant to this Lease. Tenant Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee shall pay all to Lessor, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased. Lessee shall pay the following closing charges incident, incident to such conveyance and transferassignment: counsel fees (except for those of Lessor), including its own counsel escrow fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes levied upon of Lessor or assessed against Landlordany partner thereof) which may be incurred or imposed by reason of such conveyance and transfer assignment and by reason of the delivery of said deed or conveyance and other instruments instruments, provided that, after the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the “Tenant Closing Costs”entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.

Procedure upon Purchase. (a) In the event of the purchase of the Premises or any part thereof by Tenant pursuant to any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereof than existed on the date of the commencement of this Lease (as such title may have been altered in accordance with the provisions hereof), and Tenant shall accept such title, subject, however, to all liens, encumbrances, charges, exceptions and restrictions on, against or relating to the Premises and to all applicable laws, regulations and ordinances, but free of the lien of Landlord’s Mortgage (if not assumed) and free of liens, encumbrances, charges, exceptions and restrictions which have been created by or resulted from acts of Landlord after the commencement of this Lease, to the extent the same are not permitted hereunder. (b) Upon the date fixed for any such purchase of the Premises pursuant to any provision of this Lease, Tenant shall pay to Landlord at its address set forth above, or at any other place designated by Landlord, the purchase price therefor specified herein, and Landlord shall deliver to Tenant (i) a grant special warranty deed which describes the Premises or portion thereof then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 18(a), together with (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property then required to be sold by Landlord pursuant to this Lease. Tenant shall pay all charges incident, incident to such conveyance and transfer, including its own counsel fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes levied upon or assessed against Landlord) which may be incurred or imposed by reason of such conveyance and transfer and by reason of the delivery of said deed and other instruments (the “Tenant Closing Costs”).

Procedure upon Purchase. (a) In Except in the event case of the a purchase of pursuant to paragraph 13(b), if Lessee shall purchase any interests in the Premises or any part portion thereof by Tenant pursuant to any provision of this Lease, Landlord Lessor need not transfer and convey or cause to Tenant or its designee be conveyed any better title thereof thereto than existed in Lessor with respect to its interests in the Premises on the date of the commencement of the term hereof and Lessor shall assign its right, title and interest to all contracts and agreements (including but not limited to this Lease (as Lease) by and between the parties hereto to Lessee. Lessee shall be and remain liable for all of its obligations under such title may have been altered in accordance with contracts and agreements which arise on or before the provisions hereof), and Tenant date of such assignment. Lessee or its designee shall accept such title, subject, however, which shall be subject to all liens, encumbrances, charges, exceptions and restrictions on, against or relating the state of title to the Premises on the date on which this Lease is commenced, the condition of the Premises on the date of purchase, all charges, liens, security interests and to encumbrances on the Premises and all applicable laws, regulations and ordinancesLegal Requirements, but which shall be free of the lien of Landlord’s the purchase money mortgage by and between Lessor and United States Fire Insurance Company, The North River Insurance Company, Westchester Fire Insurance Company and International Insurance Company dated as of the date hereof free of the lien of the Mortgage (if not assumedexcept in the case of a purchase pursuant to paragraph 13(a)(i) on December 1, 1996 in which event such title shall be conveyed subject to this Lease and free the lien of liens, encumbrancesthe Mortgage), charges, exceptions liens, easements, security interests and restrictions which have been created by or resulted encumbrances resulting from acts of Landlord after Lessor taken without the commencement consent of this Lease, to the extent the same are not permitted hereunderLessee. (b) Upon the date fixed for any such purchase of any interests in the Premises pursuant to or any provision of this Leaseportion thereof hereunder, Tenant Lessee shall pay to Landlord at its address set forth above, or at any other place designated by Landlord, the purchase price therefor specified hereinherein together with all Basic Rent, additional rent and other sums then due and payable hereunder to and including such date of purchase, and Landlord there shall deliver be delivered to Tenant (i) Lessee a grant deed which describes to or other conveyance of the interests in the Premises or portion thereof then being sold to Tenant Lessee and conveys and transfers any other instruments necessary to convey the title thereto which is described in paragraph 18(a), together with (ii15(a) such other instruments as shall be necessary and to transfer to Tenant or its designee assign any other property then required to be sold assigned by Landlord Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase pursuant to clause (ii) of paragraph 13(a) and on the date fixed for purchase there has been no determination of the fair market value of the Premises pursuant to clause (ii) of paragraph 13(a), the purchase price payable under clause (ii) of paragraph 13(a) together with interest thereon at the rate of 13% from the date of purchase to the date of payment shall be a lien against the Premises and shall be paid promptly after such determination, and Xxxxxx shall execute and record a memorandum of such lien. The deed or conveyance shall recite that the Premises are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease, and upon the payment of such purchase price Lessor shall execute and deliver to Lessee, in recordable form, a cancellation of any right created by such deed or conveyance with respect to the Premises. Tenant Lessor and Xxxxxx shall pay their respective counsel fees and shall share equally escrow fees and per-page recording fees. Lessee shall pay all other charges incident, incident to such conveyance and transfer, assignment including its own counsel fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes levied upon or assessed against Landlordof Lessor) which may be incurred or imposed by reason of such conveyance and transfer assignment and by reason of the delivery of said deed and other instruments instruments. Except in the case of purchases pursuant to paragraph 13(a)(i) and 13(b), upon the completion of any purchase of the entire interest of Lessor in the Premises (but not of any lesser interest than the “Tenant Closing Costs”entire interest of Lessor in the Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase or exchange shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such date of purchase. In the event of a purchase of less than the entire Premises, after such purchase the term Premises shall mean the portion of the Premises not purchased.