Common use of Purchase of Property Clause in Contracts

Purchase of Property. The Port Authority shall have the option from time to time exercisable by notice to the Lessee effective on the expiration or earlier termination of the letting of the Premises hereunder, or any part thereof, to purchase all, or such part as the Port Authority elects, of the Lessee’s Personal Property (including trade fixtures but excluding ground vehicles) including without limiting the generality of the foregoing any system for handling baggage, any counters, and any passenger loading bridges, as and to the extent any of the foregoing are personal property, which may at the time of the giving of such notice have been installed or placed on the Terminal. In the event the Port Authority exercises its option to make a purchase, the Port Authority shall pay to the Lessee a sum equal to the reasonable value of the Lessee’s Personal Property (including trade fixtures) purchased. The Lessee hereby agrees that it shall use reasonable commercial efforts so that on the effective date of the purchase and sale none of the aforesaid items shall be subject to any lien, security interest or other encumbrance, and if after the Lessee having used such reasonable commercial efforts any such property remains subject to any lien, security interest or other encumbrance the reasonable value of such property shall be reduced to properly reflect such lien, security interest or other encumbrance. Upon request of the Port Authority the Lessee will execute a xxxx of sale or such other document of conveyance as the Port Authority may request to transfer title to the aforesaid items to the Port Authority (including a warranty of title to the Port Authority) and the Port Authority shall pay the purchase price. Further, the Lessee shall from time to time execute such other documentation as the Port Authority may require and prepare evidencing the option of the Port Authority, as herein provided, to purchase the aforesaid personal property, including without limitation, security agreements and filings pursuant to the Uniform Commercial Code.

Purchase of Property. The Port Authority Lessee shall have the irrevocable option from time to time exercisable by notice to the Lessee effective on the expiration or earlier termination of the letting of the Premises hereunder, or any part thereof, to purchase acquire all, or such part as the Port Authority electsbut not less than all, of the Lessee’s Personal Property (including trade fixtures but excluding ground vehicles) including without limiting the generality of the foregoing any system for handling baggage, any counters, and any passenger loading bridges, as Lessor's interest in and to the extent Property on (x) any of Basic Rent Payment Date or (y) the foregoing are personal propertyMaturity Date, which may at the time of the giving of such notice have been installed or placed on the Terminal. In the event the Port Authority exercises its option to make a purchase, the Port Authority shall pay to the Lessee a sum Purchase Option Price equal to the reasonable value Outstanding Lease Balance of this Master Lease plus all accrued and unpaid Basic Rent and any Supplemental Rent due and owing under the Lessee’s Personal Property (including trade fixtures) purchasedParticipation Agreement and the other Operative Documents, with the amount of such Outstanding Lease Balance, Basic Rent and Supplemental Master Lease Rent to be determined as of such date of purchase. The Lessee hereby agrees that it shall use reasonable commercial efforts so that on the effective date Lessee's exercise of the purchase and sale none of the aforesaid items its option pursuant to this clause (a) shall be subject to any lien, security interest or other encumbrance, and the following conditions: (i) if after the Lessee having used such reasonable commercial efforts any such property remains subject to any lien, security interest or other encumbrance the reasonable value of such property shall be reduced to properly reflect such lien, security interest or other encumbrance. Upon request of the Port Authority the Lessee will execute a xxxx of sale or such other document of conveyance as the Port Authority may request to transfer title to the aforesaid items to the Port Authority (including a warranty of title to the Port Authority) and the Port Authority shall pay the purchase price. Furtherdate is not the Maturity Date, then the Lessee shall from time have delivered a Purchase Notice at least sixty (60) days prior to time execute such other documentation purchase date; (ii) if the Lessee has not delivered to the Lessor a Remarketing Notice pursuant to Section 18.3(a) hereof three hundred and sixty-four (364) days prior to the Maturity Date, then a Purchase Notice designating the Maturity Date as the Port Authority may require purchase date shall be deemed delivered; and (iii) no Lease Default or Lease Event of Default shall have occurred and prepare evidencing be continuing, unless such Lease Default or Lease Event of Default can be reasonably expected to be cured prior to the option purchase date. Any Purchase Notice delivered in connection with an acquisition of the Port Authority, as herein provided, Lessor's fee interest in and to purchase the aforesaid personal property, including without limitation, security agreements and filings Property pursuant to this clause (a) shall be irrevocable upon delivery thereof. Provided that no Lease Default, Lease Event of Default, Acceleration Event or Unmatured Acceleration Event shall have occurred and be continuing, the Uniform Commercial CodeLessor shall act in good faith to accommodate any refinancing activities undertaken by the Lessee which are scheduled to take effect within ninety (90) days prior to the Maturity Date.

Purchase of Property. The Port Authority shall have the option from time to time exercisable by notice to the Lessee effective on the expiration or earlier termination of the letting of the Premises hereunder, or any part thereof, to purchase all, or such part as the Port Authority elects, of the Lessee’s 's Personal Property (including trade fixtures but excluding ground vehiclesfixtures) including without limiting the generality of the foregoing any system for handling baggage, any counters, and any passenger loading bridges, as and to the extent any of the foregoing are personal property, which may at the time of the giving of such notice have been installed or placed on the TerminalPremises. In the event the Port Authority exercises its option to make a purchase, the Port Authority shall pay to the Lessee a sum equal to the reasonable value of the Lessee’s Personal Property such personal property (including trade fixtures) purchased. The Lessee hereby agrees that it shall use reasonable commercial efforts so that on the effective date of the purchase and sale none of the aforesaid items shall be subject to any lien, security interest or other encumbrance, and if after the Lessee having used such reasonable commercial efforts any such property remains subject to any lien, security interest or other encumbrance the reasonable value of such property shall be reduced to properly reflect such lien, security interest or other encumbranceencumbrance provided that the indebtedness is assumed by the Port Authority with the consent of the applicable lien holder. Upon The Lessee hereby agrees that on the effective date of the purchase and sale and upon request of the Port Authority the Lessee will execute a xxxx bill of sale or such other document of conveyance as the Port Authority may request to transfer title to the aforesaid items to the Port Authority (including a warranty of title to the Port Authority) and the Port Authority shall pay the purchase price. Further, the Lessee shall from time to time execute such other documentation as the Port Authority may require and prepare evidencing the option of the Port Authority, as herein provided, to purchase the aforesaid personal property, including without limitation, security agreements and filings pursuant to the Uniform Commercial Code.

Purchase of Property. The Port Authority shall Lessee may, by written notice to Lessor given not more than thirty nor less than eighteen months prior to the end of the initial term or any renewal term of this Lease elect to have the option from time Property appraised by three qualified appraisers, one of whom shall be promptly selected by Lessor, one of whom shall be promptly selected by Lessee and one of whom shall be promptly selected by said two appraisers selected by Lessor and Lessee, which appraisers shall undertake, at Lessee's sole expense, to time exercisable appraise the Property at least by the thirtieth day before the beginning of the last year of the then current term of this Lease. Upon receipt of a written appraisal agreed upon in writing by at least two of said appraisers, Lessee may, by written notice to Lessor given prior to the Lessee effective on beginning of such last year, elect and, subject to obtaining necessary approvals of regulatory authorities having jurisdiction, shall thereupon become obligated to purchase the expiration or earlier termination Leased Property at any time designated in such notice during such last year and at least sixty days after the date of such notice. for a Purchase Price equal to the then value of the letting Leased Property as appraised by said appraisers, as aforesaid which Purchase Price shall be increased by an amount equal to the net amount theretofore expended by Lessor to restore the Leased Property after any damage thereto or destruction or Taking thereof or successful assertion of title paramount thereto which occurred prior to such appraisal, and is reflected in such appraisal, and which Purchase Prices shall be decreased by the appraised amount of any loss in value of the Premises hereunderLeased Property due to any damage, destruction. successful assertion of title paramount or any part thereofTaking referred to in sections 21, to purchase all23, 24 or 2: which occurred after such part as the Port Authority elects, of the Lessee’s Personal Property (including trade fixtures but excluding ground vehicles) including without limiting the generality of the foregoing any system for handling baggage, any countersappraisal, and any passenger loading bridgesis not reflected in such appraisal, as and to the extent that such loss has not been restored by Lessor such appraised amount to be determined by said appraisers as soon as possible after the occurrence involving such decrease in value in the same manner as the Purchase Price was determined, provided, that such Purchase Price shall in no event be less than $950,000 if such purchase is made during the last year of the initial term of this Lease nor less than $665,000 if such purchase is made during the last year of the first renewal term of this Lease. nor less than $380,000 if such purchase is made during the last year of the second renewal term of this Lease. If necessary approvals of regulatory authorities have not been obtained within 90 days of Lessee's notice of election, such election shall be voided without liability to Lessee or Lessor, and Lessee may elect, by written notice to Lessor given within 10 days after said 90-day period to extend this Lease for any renewal term or terms provided for in sections 34, notwithstanding the fact that said notice would not otherwise be timely under said section 34. If Lessee shall so notify Lessor, Lessor shall, on the date designated in such notice, furnish to Lessee at the place to which service of notices upon Lessee is then to be given under section 50 of this Lease, a quitclaim deed to the Leased Property, conveying to Lessee a good and marketable title in fee simple to the Leased Property, free and clear of all mortgages, liens, charges, encumbrances, easements, conditions and rights of re-entry or forfeiture, subjects only to: (a) this Lease; (b) matters, inc tiding, without limitation, those set forth in Schedule A hereto, existing, at June 28, 1963 to the extent such matters relate to the Phase I Property, and existing at the date of this Lease to the extent such matters relate to the Phase II Property; (c) all taxes, special assessments and Impositions and liens required to be paid as additional rent or otherwise or discharged by the Lessee under any of the foregoing are personal property, which may provisions of this Lease; (d ) acts done by the Lessee hereunder or by Lessor at the time request of or with the giving consent of such notice have been installed Lessee, and claims by persons claiming by, through or placed on under the Terminal. In Lessee; and ( e ) all Takings, and all other matters, if any, to which this Lease is subject other than matters created by the event Lessor hereunder or at the Port Authority exercises its option to make a purchaserequest of or with the consent of Lessor, the Port Authority shall pay to and by persons, other than the Lessee a sum equal to the reasonable value of and those claiming by, through or under the Lessee’s Personal Property (including trade fixtures) purchased, claiming by, through or under the Lessor. The Lessee hereby agrees that it shall use reasonable commercial efforts so that on If Lessor is unable, with the effective date exercise of the purchase and sale none of the aforesaid items shall be subject due diligence, to convey such title to Lessee, in addition to any lienother remedies conferred by law, security interest or other encumbranceLessee may elect either (a) to take the title as it then is, and if after deduct from the Lessee having used such reasonable commercial efforts any such property remains subject Purchase Price liens or encumbrances of an ascertainable amount, or (b) to any lien, security interest or other encumbrance the reasonable value of such property shall be reduced to properly reflect such lien, security interest or other encumbrance. Upon request of the Port Authority the Lessee will execute a xxxx of sale or such other document of conveyance as the Port Authority may request to transfer title to the aforesaid items to the Port Authority (including a warranty of title to the Port Authority) and the Port Authority shall pay the purchase price. Further, the Lessee shall from time to time execute such other documentation as the Port Authority may require and prepare evidencing the option of the Port Authority, as herein provided, terminate its obligation to purchase the aforesaid personal property, including without limitationin which event the Lessee may (notwithstanding tile fact that the Lessee may have elected to extend the term hereof, security agreements and filings pursuant as provided in section 34) by notice in writing given to the Uniform Commercial CodeLessor within 3 months after the date of such failure, terminate this Lease as of the last day of any succeeding month, provided that not more than 6 full calendar months shall elapse between the date of such failure and the date of such termination or (c) to extend this Lease for any renewal term or terms as provided in section 34 upon written notice thereof given to Lessor within 2 months after the date of such failure or the earlier delivery by Lessor of written notice that it will so fail (notwithstanding the fact that such notice would not otherwise be timely under section 34). If such 2-month period extends beyond the end of any term of this Lease such term shall be deemed to be extended to the end of such period or the earlier election by Lessee so to extend this Lease.

Purchase of Property. The Port Authority shall have If Tenant purchases the option Property from time Landlord pursuant to time exercisable by notice to the Lessee effective on the expiration or earlier termination any of the letting terms of this Lease, Landlord shall, except as otherwise expressly provided, upon receipt from Tenant of the Premises hereunderapplicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or any part thereofbefore the date of such purchase, deliver to purchase all, Tenant an ALTA Owner Policy of Title Insurance or such part equivalent policy of title insurance as may be available in the Port Authority electsState and which is reasonably acceptable to Tenant, of the Lessee’s Personal Property (including trade fixtures but excluding ground vehicles) including without limiting the generality of the foregoing any system for handling baggagetogether with such endorsements, any countersreinsurance agreements and direct access agreement as Tenant may reasonably request, and any passenger loading bridges, as together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the extent Property to Tenant in the condition set forth in Article XXVI, except that the Property shall be free and clear of all mortgages and encumbrances other than (a) those Tenant has agreed hereunder to pay or discharge, (b) those mortgages which Tenant has agreed in writing to accept and to take title subject to on the date the Property was originally conveyed to Landlord and which are not in default, (c) encumbrances required to be imposed on the Property under Section 8.3, and (d) any other encumbrances permitted to be imposed on the Property under the provisions of Article XXVII which are assumable at no cost or expense to Tenant or to which Tenant may take subject without cost or expense to Tenant. The difference between the applicable purchase price and the total amount of the foregoing are personal propertyencumbrances assumed or taken subject to, which if a positive number, shall be paid in cash to Landlord or as Landlord may at direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, that Landlord shall be obligated to pay to Tenant in cash any negative difference between the time applicable purchase price and the total amount of the giving of such notice have been installed encumbrances so assumed or placed on the Terminal. In the event the Port Authority exercises its option to make a purchase, the Port Authority shall pay to the Lessee a sum equal to the reasonable value of the Lessee’s Personal Property (including trade fixtures) purchased. The Lessee hereby agrees that it shall use reasonable commercial efforts so that on the effective date of the purchase and sale none of the aforesaid items shall be taken subject to any lienby Tenant. All reasonable expenses of conveying the Property to Tenant, security interest or other encumbranceincluding, and if after the Lessee having used such reasonable commercial efforts any such property remains subject to any lien, security interest or other encumbrance the reasonable value of such property shall be reduced to properly reflect such lien, security interest or other encumbrance. Upon request of the Port Authority the Lessee will execute a xxxx of sale or such other document of conveyance as the Port Authority may request to transfer title to the aforesaid items to the Port Authority (including a warranty of title to the Port Authority) and the Port Authority shall pay the purchase price. Further, the Lessee shall from time to time execute such other documentation as the Port Authority may require and prepare evidencing the option of the Port Authority, as herein provided, to purchase the aforesaid personal property, including without limitation, security agreements the cost of the aforementioned title insurance and filings pursuant to the Uniform Commercial Codeattorneys' fees incurred by Landlord in connection with such conveyance and release, and documentary transfer and similar taxes, recording fees and expenses of Tenant's counsel, shall be paid by Tenant.