Common use of Purchase of the Property Clause in Contracts

Purchase of the Property. If Tenant purchases the Property from Landlord pursuant to any of the terms of this Lease, Landlord shall, except as otherwise expressly provided, upon receipt from Tenant of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of such purchase, deliver to Tenant an ALTA Owner Policy of Title Insurance or such equivalent policy of title insurance as may be available in the State, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the 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 encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, Landlord shall be obligated to pay to Tenant in cash any negative difference between the applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant, including, without limitation, the cost of the aforementioned title insurance and attorneys' 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.

Purchase of the Property. If Tenant purchases On or prior to the Property from Landlord pursuant Closing Date, and subject to any of the terms and conditions set forth in this Agreement, Seller shall sell, transfer, assign and convey to Purchaser, and Purchaser shall purchase and accept the sale, transfer, assignment and conveyance from Seller of, and assume the obligations of this LeaseSeller arising from or otherwise relating to, Landlord shall, except as otherwise expressly provided, upon receipt from Tenant of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of such purchase, deliver to Tenant an ALTA Owner Policy of Title Insurance or such equivalent policy of title insurance as may be available in the State, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable following: (a) fee simple title in and to the MOBs and the Personal Property (excluding the Personal Property to Tenant in be retained by Seller and listed on Exhibit 2.1(a) attached hereto (collectively, 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 encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, Landlord shall be obligated to pay to Tenant in cash any negative difference between the applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant“Retained Property”)), including, without limitation, the cost Leases and all temporary occupancy agreements affecting the MOBs; (b) all right, title, and interest of Seller in and to the contracts, agreements, and warranties set forth on Exhibit 2.1(b) attached hereto which are still in effect as of the aforementioned title insurance Closing Date, if any (collectively, the “Contracts”); and (c) Seller and attorneys' fees incurred by Landlord Purchaser agree that in lieu of a conveyance of the fee interest in the MOB Sites on the Closing Date, Seller, as “Landlord,” and Purchaser, as “Tenant,” shall enter into a seventy-five (75) year ground lease for each of the MOB Sites (each, a “Ground Lease”; collectively, the “Ground Leases”). The Ground Leases and the lease memoranda to be recorded in connection with such therewith each shall be effective as of the Closing Date. Each reference in this Agreement to a sale transaction relative to the (i) MOBs shall be deemed to be a reference to a conveyance and releaseof fee simple title to the MOBs, and documentary transfer and similar taxes, recording fees and expenses of Tenant's counsel, (ii) MOB Sites shall be paid deemed to be a reference to a ground lease transaction to the extent the context so requires to effectuate the intent of the parties hereto as expressed in this Section 2.1(c). Seller and Purchaser agree that Seller’s obligation to sell the Property and to perform the other covenants and obligations to be performed by Tenantit on the Closing Date pursuant to this Agreement and Purchaser’s obligation to purchase the Property and to perform the other covenants and obligations to be performed by it on the Closing Date pursuant to this Agreement shall be subject to the parties reaching mutual agreement on the form and content of the Ground Lease for each MOB Site and the lease memoranda to be recorded in connection therewith prior to the expiration of the Study Period. In this regard, Seller and Purchaser agree to use good faith, diligent efforts beginning on the Agreement Date and continuing through the expiration of the Study Period to negotiate and finalize the form and content of each such Ground Lease and lease memorandum. Notwithstanding any term or provision in this Agreement to the contrary, Seller and Purchaser acknowledge and agree that (i) they have approved the form and content of the Ground Lease provisions set forth in Exhibit 2.1(c) attached hereto and that the Ground Lease for each MOB Site shall contain such provisions in the form and content set forth in Exhibit 2.1(c) attached hereto as are applicable to such MOB Site, and (ii) they shall use good faith, diligent efforts to negotiate for inclusion in the Ground Lease for each MOB Site a provision to govern Purchaser’s offer of a physician investment opportunity in the entity that owns the MOB located on such MOB Site that will include investment opportunities for physicians who are employed by CMHA or CMHA’s Affiliates. If, despite Seller’s and Purchaser’s good faith, diligent efforts, Seller and Purchaser fail to negotiate and finalize the form and content of the same prior to the expiration of the Study Period and Seller and Purchaser fail to agree upon an extension of the period for the satisfaction of the foregoing condition, then either party shall be entitled to terminate this Agreement by giving written notice thereof to the other party and to the Title Company at any time prior to the satisfaction of such condition. In the event Seller or Purchaser provides such notice prior to the satisfaction of such condition, Seller and Purchaser shall have no further rights, obligations or liabilities to each other hereunder, except for the indemnification obligations of either party contained herein (collectively, the “Indemnification Obligations”) and any other obligations that expressly survive the termination of this Agreement. Further, if this Agreement is terminated by written notice given as aforesaid, then Purchaser shall promptly either return the Study Materials to Seller or destroy all of the Study Materials (including all copies thereof) in the possession of Purchaser and its employees, agents, representatives and consultants and confirm such destruction in writing to Seller (at no cost to Seller in either such event). Additionally, in either such event, Purchaser shall also promptly deliver to Seller a true and complete copy of all Study Materials prepared by, for or on behalf of Purchaser. The foregoing obligations of Purchaser shall survive the termination of this Agreement. The Title Company shall return the Deposit to Purchaser within five (5) days after receipt from Purchaser of written confirmation that Purchaser has fully complied with all of the requirements imposed on Purchaser under the foregoing provisions in this Section 2.1(c).

Purchase of the Property. 34.2.1 The purchase price shall be $8,039,000. If Tenant purchases exercises the Purchase Option in the First Exercise Period, Tenant shall have elected to purchase the entire Property and Tenant shall be entitled to a purchase price reduction of $200,000 if such Closing occurs before expiration of the sixty-sixth (66th) month of the Lease Term. If Tenant exercises the Purchase Option in the Second Exercise Period, the Seller shall sell and the Buyer shall purchase the Property from excluding approximately one and one-half acres of land with frontage on Wxxxx Avenue as mutually agreed upon by Landlord pursuant and Tenant which shall be retained by Landlord (the “Retained Land”), provided, however, Landlord shall not be entitled to select any portion of the terms land where the existing parking lot is currently located as the Retained Land unless Landlord reasonably agrees to construct a replacement parking lot for Tenant reasonably acceptable to Tenant and the replacement parking lot is completed before the construction on the Retained Land. Seller shall not be allowed primary access for ingress and egress over the balance of this Lease, Landlord the Property purchased by Buyer for the benefit of the Retained Land. Buyer and Seller shall, except as otherwise expressly providedhowever, be allowed to create any easements required by city regulations or requirements in subdividing the Property to allow the other party secondary access over such other party’s land for fire trucks or other purposes. Upon the mutual execution of a purchase and sale agreement, which Landlord shall deliver to Buyer promptly upon receipt from Tenant of Tenant’s Purchase Option Notice, escrow shall be opened upon the mutual execution and delivery to escrow of the applicable purchase priceand sale agreement. Escrow will be opened and title shall be ordered with First American Title Company, together Los Angeles, as title company and escrow holder (“Escrow Holder”). The Deposit shall be held by Escrow Holder in an interest-bearing account insured by the federal government in an institution as directed by Landlord. If the purchase and sale of the Property is consummated as contemplated hereunder, the Deposit plus all interest accrued thereon shall be paid to Seller and credited against the Purchase Price. If the purchase and sale of the Property is not consummated because of any reason except for a default under this Agreement on the part of Seller, then the Deposit plus all interest accrued thereon shall be immediately refunded to Seller. If the purchase and sale of the Property is not consummated because of a default by Seller under the purchase and sale agreement, then the Deposit plus all interest accrued thereon shall be paid to and retained by Buyer. Buyer shall deposit the balance of the Purchase Price in cash with full Escrow Holder before Close of Escrow in accordance with the requirements of the Escrow Holder. Seller and Buyer shall negotiate in good faith to execute a purchase and sale agreement within a timely manner, as time is of the essence, on the terms and conditions set forth herein. 34.2.2 Title to the Property will be conveyed to Buyer by special warranty deed on close of escrow subject to matters of title approved by Buyer. Title shall be conveyed subject to no monetary liens except for the payment of non-delinquent real property taxes. Title insurance shall be provided by First American Title Company, Los Angeles. Seller shall pay the premium for the title policy of a standard coverage owner’s policy, and Buyer shall pay any unpaid Rent due and payable additional title insurance costs associated with respect to any period ending on or before the date of such purchase, deliver to Tenant Buyer obtaining an ALTA Owner Policy or other extended coverage owner’s policy (including an updated ALTA survey of Title Insurance or such equivalent the Property, any lender’s policy of title insurance as may be available in the State, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the 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 8.3insurance, 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 encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, Landlord shall be obligated to pay to Tenant in cash any negative difference between the applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant, including, without limitation, the cost of the aforementioned any title endorsements that Seller elects to obtain). 34.2.3 All other closing costs, transfer taxes, title insurance and attorneys' fees incurred by Landlord in connection with such conveyance and release, and documentary transfer and similar taxespolicy costs, recording fees and expenses of Tenant's counsel, the like shall be paid shared equally by TenantBuyer and Seller. 34.2.4 Buyer shall have twenty-one (21) days following receipt of a preliminary title report and underlying documents (including, to the extent easily obtainable, any easement plot plans) (“Contingency Date”) to approve the condition of title for the Property. If Buyer notifies Seller in writing by the Contingency Date that one or more items are disapproved, Seller will have the right to (i) cure any unacceptable item prior to the Closing, or (ii) elect to immediately terminate the escrow and the purchase and sale agreement. If Seller is unable or unwilling to cure any disapproved exception to title or if escrow is terminated as provided in this paragraph, then Buyer shall have the right to terminate the purchase and sale agreement and any Deposit made by Buyer as of that date, less Buyer’s escrow costs, will be returned to Buyer, provided Buyer is not in default under the Lease Agreement. Alternatively, Buyer may elect to waive the objection to title and proceed to closing. Buyer shall have up to thirty days (30) days following the Contingency Date (the “Financing Contingency Date”) to obtain financing for the Property in an amount not to exceed 85% of the purchase price (“Financing Contingency”). Buyer shall give written notice to Seller before expiration of the Financing Contingency Date if Buyer has failed to satisfy the Financing Contingency. Buyer’s failure to timely give notice to Seller of Buyer’s failure to satisfy the Financing Contingency shall be deemed Buyer’s satisfaction or waiver the Financing Contingency and the purchase and sale transaction shall proceed towards Closing. 34.2.5 Buyer is purchasing property “AS IS” and will have until the Contingency Date to investigate and approve or disapprove the Property for Buyer’s intended use, which investigation will include, but not be limited to economic feasibility, zoning, building condition, availability of utilities, permits, soils, geology and environmental conditions, certificate of occupancy or final inspection card, a copy of Seller’s current title insurance policy, and other governmental approvals and reports (“Contingent Items”). The investigation of the Property will be conducted at Buyer’s sole expense. Buyer may request prior to Buyer’s exercise of the Purchase Option but Seller shall not be obligated to provide to Buyer until after Seller’s receipt of Buyer’s Purchase Option Notice, and to the extent in Seller’s possession, the following: one (1) set of copies of documents relating to the Property, including any maintenance records, prior soils and engineering reports, Certificate of Occupancy, final inspection card, and property improvement plans to the extent any such documents are in Seller’s possession. If Seller delivers any such reports or Property information, it shall be without any representation or warranty by Seller as to accuracy or completeness. Buyer shall indemnify Seller and its contractors agents from and against all claims, actions, losses, liabilities, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred, suffered by, or claimed against the Seller, etc. or any of them, by reason of any reliance on any information contained in the reports delivered to Buyer prior to the Effective Date, damage to the Property or injury to persons caused by Buyer and/or its agents, representatives or consultants in investigating the Property. The foregoing provisions shall survive the Closing or any termination of the purchase and sale agreement. 34.2.6 The parties shall represent and warrant that neither party has incurred any obligations for each real estate broker’s commissions, finder’s fees or any similar fees in connection with the transaction contemplated by the sale of the Property except for a commission, if any, due pursuant to a separate commission agreement. If any person asserts a claim for commission or finder’s fee based upon any contact or dealings with Buyer or Seller, the party through whom that person makes his claim will indemnify, hold harmless and defend that other party from such claim and all expenses, including reasonable attorneys’ fees, incurred by the other party in defending the claim.

Purchase of the Property. If Tenant purchases the Property from Landlord pursuant to any of the terms of this Lease, Landlord shall, except as otherwise expressly provided, upon receipt from Tenant of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of such purchase, deliver to Tenant an ALTA Owner Policy of Title Insurance or such equivalent policy of title insurance as may be available in the StateState and which is reasonably acceptable to Tenant, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the 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 encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may 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 applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant, including, without limitation, the cost of the aforementioned title insurance and attorneys' 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.