Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29. (b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord. (c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner. (d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 2 contracts
Samples: Lease Agreement (Solo Cup Owings Mills Holdings), Lease Agreement (Solo Cup CO)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts interest in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site Leased Property by Tenant pursuant to any provision of this Lease, Tenant shall, on the date or a substitution of the Leased Property pursuant to paragraph (f) of Article 13, the terms and conditions of this Article 17 shall apply.
(b) On the closing date fixed for the purchase of Landlord’s interest in the Leased Property or a substitution of the Leased Property:
(i) in the case of a purchase, Tenant shall pay to Landlord, in lawful money of the United States, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate, the purchase price; and
(ii) in the case of a purchase or a substitution, Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Leased Property sold or substituted for a Substitute Parcel, subject to, (A) Permitted Encumbrances (except, in the case of a purchase by Tenant under paragraph (c) or (f) of Article 13, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Commencement Date which shall not have been created or caused by Landlord unless consented to by Tenant, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect. In the case of a purchase of Landlord’s interest in the Leased Property by Tenant pursuant to paragraphs (c) and (f) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any.
(c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of (i) a purchase by Tenant pursuant to paragraph (b) of Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer, or (ii) a purchase pursuant to paragraph (d)(ii) of Article 29, in which case Landlord shall pay the first Fifty Thousand Dollars ($50,000) of legal fees incurred by Landlord and Landlord’s Mortgagee (with Tenant being responsible for drafting of all documentation) and Tenant being responsible for legal fees in excess of such purchaseamount and all other costs and expenses. The foregoing notwithstanding, Tenant shall not bear the expense of any loan prepayment premium relating exclusively to any Leased Property substitution under paragraph 13(f), above.
(d) Tenant shall pay to Landlord (in addition to payment of the applicable purchase price) all Basic Rent and other sums then Additional Rent due and owing by Tenant to Landlord hereunder relating to the property purchased payable only through the date of Tenant purchases Landlord’s interest in the closing of such purchaseLeased Property.
Appears in 2 contracts
Samples: Lease Agreement (Gramercy Capital Corp), Lease Agreement (Gramercy Capital Corp)
Purchase Procedure. (a) In the event of the purchase of Lessor’s interest in the Premises or any Site Property by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant Lessee (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described provided in paragraph 29(a); (iiSection 4) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Lessor’s interest in the Property which shall be a Rent Payment Date:
(i) Lessee shall pay to Lessor, on the date in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Lessor’s address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, in immediately available funds, the applicable purchase priceprice or Termination Value, and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premium;
(ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed with covenants against grantor’s acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.1), (B) all Rent liens, encumbrances, charges, exceptions and other sums then due and owing by Tenant to Landlord hereunder relating restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and
(iii) Lessee shall comply with Section 5.01 of the closing Indenture if the Property is being purchased pursuant to Lessee’s right of first offer set forth in Article 4.
(b) Lessee shall pay all costs, charges and expenses incident to such purchasetransfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer’s, Indenture Trustee’s and the Holders’ counsel and federal, state and local taxes, except for any income taxes and as otherwise provided under Section 19.2.
(c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes,
Appears in 2 contracts
Samples: Lease Agreement (Vistra Energy Corp), Lease Agreement (Vistra Energy Corp)
Purchase Procedure. (a) In If Lessee shall purchase or acquire Lessor's interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant including, without limitation, Article 5, 14 or its designee any better title thereto than that which was transferred and conveyed to Landlord15 , and Tenant (or its designee) then Lessee shall accept from Lessor a deed, assignment and/or such titleother instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, subject, however, to all Liens, exceptions and restrictions on, against which shall transfer Lessor's interest in the Leased Property without representation or relating warranty except as to the Premises or such Site absence of Lessor's Liens and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Owner Participant's Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase or acquisition of Lessor's interest in the Premises or any Site pursuant to paragraph 14Leased Property, 30, or 32 of this Lease, Tenant Lessee shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable order of Lessor the purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordprice, if applicable, not credited therefor, together with all Rent then accrued hereunder to Tenant against and including such date of purchase, by certified check drawn on, or wire transfer of, immediately available funds having same day value, and Lessor shall (a) make the applicable purchase price conveyances to Lessee described above, and required (b) except as otherwise provided to be delivered by Landlord the contrary herein, pay over or assign to Tenant pursuant Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to this Lease. Any closing the interest of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change Lessor in the Premises Leased Property and Rent rendered necessary as all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a result of such purchaseTaking relating to Lessor's interest in the Leased Property being purchased or acquired. Tenant shall pay all All charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, escrow fees, escrow reasonable attorneys' fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes and other taxes required to be paid in connection with such conveyance or deed stamps which in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be incurred or imposed by reason of such conveyance and transfer and/or by reason of assignment and the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’ssuch deed(s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Leasebe paid by Lessee. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by TenantLessee, provided Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that Tenant no such assignment or designation shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment relieve Lessee of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the obligation to pay all amounts due in order to purchase of the Premises or any Site by Tenant pursuant to any provision of under this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 2 contracts
Samples: Lease Agreement (Royal Ahold), Lease Agreement (Royal Ahold)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or interest in any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site Leased Property by Tenant pursuant to any provision of this Lease, the terms and conditions of this Article 17 shall apply.
(b) On the closing date fixed for the purchase of Landlord’s interest in any Leased Property:
(i) Tenant shallshall pay to Landlord, on the date in lawful money of the closing United States, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate, the purchase price; and
(ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Leased Property being sold, subject to (A) Permitted Encumbrances (except, in the case of a purchase by Tenant under Article 13 hereof, free of the lien of any mortgage indebtedness incurred by Landlord), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to such purchaseLeased Property created or caused by Tenant, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect. In the case of a purchase of Landlord’s interest in any Leased Property by Tenant pursuant to Paragraph (c) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any.
(c) Tenant shall pay all charges incident to such transfer, including all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord, except in the case of a purchase by Tenant pursuant to Article 16, in which case costs will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer.
(d) Tenant shall pay to Landlord (in addition to payment of the applicable purchase price) all Basic Rent and other sums then Additional Rent due and owing by Tenant to Landlord hereunder relating to the property purchased payable only through the date of the closing of such purchaseTenant purchases Landlord’s interest in a Leased Property.
Appears in 2 contracts
Samples: Lease Agreement (Gramercy Capital Corp), Lease Agreement (Gramercy Capital Corp)
Purchase Procedure. (a) In The Shares are being offered by Cormark Securities Inc. and its U.S. affiliate, Cormark Securities (USA) Limited (collectively, the event "Underwriters") on a "best efforts" basis. The completion of the purchase and sale of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant Units (or its designeethe "Closing") shall accept such titletake place at a place and time (the "Closing Date") to be specified by the Company and the Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, subject, however, to all Liens, exceptions and restrictions on, against or relating to as amended (the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29"Exchange Act").
(b) Upon satisfaction or waiver of all the date fixed for any such purchase of conditions to closing set forth in the Premises or any Site pursuant to paragraph 14Offering Statement and the underwriting agreement between the Company and the Underwriters, 30at the Closing, or 32 of this Lease, Tenant (i) the Subscriber shall pay to Landlord the Purchase Price by check or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other wire transfer of immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14Underwriters, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as the Underwriters shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of cause the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required Shares to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established Subscriber with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed the Unit Shares to be made through The Depository Trust Corporation ("DTC") electronic settlement and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premisesthrough DTC participants, including all Sitesthe non-certificated inventory system of CDS Clearing and Depositary Services Inc. ("CDS"). The Underwriters and any participating broker dealers shall confirm, but not prior thereto, this Lease and all obligations hereunder shall terminate (including via the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual selected dealer agreement or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event master selected dealer agreement that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlordit will comply with Exchange Act Rule 15c2-4.
(c) No apportionment The Subscriber shall receive notice and evidence of any Impositions the digital entry of the number of the Shares owned by the Subscriber reflected on the books and records of the Company and verified by Computershare Investor Services Inc. ("Transfer Agent"), which books and records shall be made bear a notation that the Shares were sold in reliance upon such purchase, Tenant being liable for payment thereof during Regulation A under the Term as Tenant and being liable thereafter as ownerSecurities Act.
(d) In Except in limited circumstances, the event Warrants may be issued (i) in certificated form; (ii) through DTC electronic settlement and through DTC participants, including the non-certificated inventory system of CDS; (iii) on a non-certificated basis under the Direct Registration System (DRS) maintained by the Warrant Agent (including Computershare's QuickCert system), and the Subscriber shall receive notice and evidence of the purchase digital entry of the Premises or any Site number of the Warrants owned by Tenant pursuant to any provision of this Lease, Tenant shall, the Subscriber reflected on the date books and records of the closing of such purchaseCompany and verified by the Warrant Agent, pay to Landlord (which books and records shall bear a notation that the Warrants were sold in addition to payment of reliance upon Regulation A under the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseSecurities Act.
Appears in 2 contracts
Samples: Subscription Agreement (Contact Gold Corp.), Subscription Agreement (Contact Gold Corp.)
Purchase Procedure. (a) In the event of the If Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quit claim xxxx of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5(f) of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all charges costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase and paid by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 2 contracts
Samples: Master Agreement (Ruby Tuesday Inc), Master Agreement (Ruby Tuesday Inc)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security If Lessee purchases Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Article 15 shall apply.
(b) On the Closing Date:
(i) Lessee shall pay to Lessor's Mortgagee, if any, and if none to Lessor, or as Lessor directs, in lawful money of the United States in immediately available funds, at Lessor's address herein stated or at any other place in the United States which Lessor may designate, an amount equal to the purchase price described in such provision (which purchase price shall never include the Reinvestment Premium except in connection with a transfer pursuant to Section 20(b)(ii)(3) of this Lease);
(ii) Lessor shall execute and deliver to Lessee a special warranty deed covering the Leased Property, and an assignment and such other instrument or instruments as may be appropriate and customary in accordance with prevailing local conveyancing practices, which shall transfer all of Lessor's interest in the Leased Property, in each case free and clear of any Mortgage, but subject to (A) any Liens existing on the first day of the Term (other than any Mortgage), (B) the Permitted Encumbrances, (C) all Liens attaching to the Leased Property after the beginning of the Term (other than those created or evidenced by the Mortgage and those created or caused by or through Lessor without the consent of Lessee, (D) any installments of Impositions then affecting the Leased Property, and (E) all Legal Requirements. Lessor shall either (1) credit the Net Award, if any, actually received by Lessor to the purchase price or (2) pay the same to Lessee and assign to Lessee all rights to any award not yet received;
(iii) Lessee shall pay all charges incident to such transfer or the termination of the Lease which are incurred by Lessor, Lessor's Mortgagee or Lessee, including but not limited to all transfer taxes, recording fees, escrow fees, title insurance premiums and federal, state and local taxes (except for any franchise, net income, or profit taxes of Lessor or Lessor's Mortgagee), and reasonable attorneys' fees and expenses of Lessor's counsel and counsel to Lessor's Mortgagee;
(iv) Lessee shall pay to Lessor all Basic Rent, Additional Rent and other sums payable by Lessee under this Lease, due and payable through and including the date Lessee completes the purchase of Lessor's interest in the Leased Property, and the party purchasing the Leased Property shall be entitled to receive all amounts on deposit in the Tax and Insurance Reserve Fund; and
(v) Except for those warranties contained in the special warranty deed described in subparagraph (b)(ii) of this Article 15, Lessor's transfer of its interest in the Leased Property shall be on an as-is basis, without any representation or warranty, either express or implied, as to the design, condition, quality, capacity, merchantability, habitability, durability, suitability or fitness of the Leased Property for any particular purpose, or any other matter concerning the Leased Property or any portion thereof.
(c) This Lease shall remain in full force and effect and Lessee shall perform all of its obligations under this Lease through completion of the closing of Lessee's purchase of Lessor's interests in the Leased Property pursuant to this Article 15, at which time Lessor shall have no liability for any obligation arising under this Lease from and after such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseclosing.
Appears in 2 contracts
Samples: Lease Agreement (Maxxam Inc), Lease Agreement (Maxxam Inc)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor’s interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Lessor’s interest in the Property, on the date which shall be a Rent Payment Date:
(i) Lessee shall pay to Lessor, in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Lessor’s address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, in immediately available funds, the applicable purchase priceprice or Stipulated Loss Value, and all other costs due as of such Closing, including, without limitation, any applicable prepayment premium; and
(ii) Lessor shall execute and deliver to Lessee a deed with covenants against grantor’s acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor’s interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12), (B) all Rent liens, encumbrances, charges, exceptions and other sums then due and owing by Tenant to Landlord hereunder relating restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Lessor (unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect.
(b) Lessee shall pay all costs, charges and expenses of incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, and federal, state and local taxes, except for any net income taxes, if the sale is pursuant to Section 12.1, otherwise, such costs shall be as set forth in the terms.
(c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the closing Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such purchasea transfer of equity interests, subject to the terms hereof.
Appears in 2 contracts
Samples: Lease Agreement (Cost Plus Inc/Ca/), Lease Agreement (Cost Plus Inc/Ca/)
Purchase Procedure. (a) In If the event of Lessee shall purchase the purchase of Lessor's interest in the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord(i) the Lessee shall accept from the Lessor, and Tenant (or its designee) the Lessor shall accept convey, the Leased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of such titlethe Leased Property in recordable form, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent quitclaim xxxx of Tenant to a mortgage or other Lien securing sale of such financing for purposes of this paragraph 29.
Leased Property, (bii) Upon upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14Lessor's interest in the Leased Property hereunder, 30, or 32 of this Lease, Tenant the Lessee shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards Agent (or net proceeds allowed against the applicable purchase price Lessor if the Loans have been paid in full) the Lease Balance, plus any amount due pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any Section 7.5 of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant , by wire transfer of immediately available funds, (iii) the Lessor will execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by the Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents and (iv) if reasonably requested by the Lessee, the Lessor will execute and deliver to the Lessee an assignment or termination of the Ground Lease (if the same is still in effect), in such form as may be reasonably requested by the Lessee, and the Lessee shall pay any amounts due with respect thereto under the Ground Lease.
(b) The Lessee shall, at the Lessee's sole cost and expense, obtain all charges required governmental and regulatory approvals and consents and, in connection therewith, shall make such filings as required by Applicable Law. In the event that the Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all costs incurred by the Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, the Lessee's attorneys' fees, the Lessor's attorneys' fees, commissions, the Lessee's and the Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of the Lessor's interest in the title to the Leased Property to the Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by the Term Lessee hereunder and all due after such time being payable by the Lessee as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Master Lease Agreement (Jones Financial Companies Lp LLP)
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event Leased Property pursuant to any provision of this Lease (other than as provided in SECTION 15.3), (i) Lessee shall accept from Lessor, and Lessor shall convey to Lessee, such Leased Property by one or more duly executed and acknowledged special warranty deeds of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in such Leased Property hereunder, Lessee shall pay to the order of Lessor the Lease Balance by wire transfer of federal funds and (iii) Lessor shall convey to Lessee Lessor's entire interest in all of the purchase Leased Property via the special warranty deed or deeds described above and Lessor will execute and deliver to Lessee such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by any escrow agent in order to close escrow in connection with such conveyance and issue to Lessee an Owner's Policy of Title Insurance in the form promulgated by the Texas Department of Insurance subject only to (A) the exceptions set forth on Schedule B of the Premises Title Policy for each Property other than the Mortgage and the Assignment of Lease and Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any Site act or failure to act by Tenant pursuant Lessee, or consented to paragraph 14, 30 or 32 of this Lease, Landlord need by Lessee and (C) taxes and assessments not transfer yet due and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29payable.
(b) Upon In the date fixed for any such purchase event that Lessee exercises the Remarketing Option pursuant to SECTION 15.6 and fulfills all of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address conditions set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: CLAUSES (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in SECTION 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed special or limited warranty deed or deeds in recordable form, and Lessor will execute and deliver to such purchaser (or local equivalentthe Lessee, as appropriate) which describes any such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an Owner's Policy of Title Insurance in the form promulgated by the Texas Department of Insurance subject only to (i) the exceptions set forth on Schedule B of the PremisesTitle Policy, or such Siteother than the Mortgage and the Assignment of Lease and Rents, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary exceptions created or caused by Lessee, or otherwise resulting from any act or failure to transfer act by the Lessee, or consented to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; Lessee and (iii) any net award or net proceeds received by Landlord, if applicable, taxes and assessments not credited to Tenant against the applicable purchase price yet due and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site maypayable.
(c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. In the election of either partyevent that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownerLessee.
(d) In Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the event title to the Leased Property to Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Lease Agreement (STB Systems Inc)
Purchase Procedure. (a) In the event of the purchase of re-acquisition by the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result Lessee of a default by Tenant under this Lease Leased Property or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Collective Leased Properties pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 19.2 shall apply.
(a) In the event of a re-acquisition at the end of the Lease Term, Lessee shall provide Lessor with Notice of its election to purchase the Leased Property (such Notice being a "Call Option") not later than six (6) months prior to the end of the Lease Term and Lessor shall provide Lessee with Notice of its election to require Lessee to re-acquire the Leased Property (such Notice being a "Put Option") not later than six (6) months prior to the end of the Lease Term. In the event of either a Put Option or Call Option the parties shall close on re-acquisition and sale of the Leased Property not later than the last business day before the expiration of the Term.
(b) In the case of a casualty or condemnation, and Notice of a Put Option by Lessor, as provided in Article 10 or Notice of a Put Option or a Call Option as provided in Article 11 shall have been given, or is presumed to have been given, the parties shall close on the re-acquisition of such Leased Property within one hundred eighty (180) days following receipt of such Notice.
(c) In the case of Lessee's exercise of a Call Option in connection with the Lessor's Special Right to terminate the Lease as specified in Section 14.2, Lessee shall close on the re-acquisition of the Leased Property within one hundred eighty (180) days following Lessee's receipt of Lessor's Termination Notice pursuant to Section 14.2.
(d) At a time and place on the date established for such re-acquisition in this Lease, or at such other place, time or date as Lessor and Lessee shall mutually agree:
(i) the Lessee shall pay the Lease Balance (or, in the case of a re-acquisition of an individual Leased Property pursuant to Article 10 or Article 11, the Individual Lease Balance) to Lessor by wire transfer of immediately available Federal funds, in lawful money of the United States, to an account or accounts designated by Lessor, subject, in the case of a re-acquisition of an individual Leased Property pursuant to Article 10 or Article 11, to the reduction of the Individual Lease Balance of such individual Leased Property by the amount of any Net Casualty Proceeds or Net Award paid to and retained by Lessor, or the applicable Facility Mortgagee with respect to such individual Leased Property;
(ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed in recordable form, or, at Lessee's election, an assignment of the membership and partnership interests in the Lessor entities, and such other instrument or instruments as may be appropriate to transfer the Leased Property free and clear of all liens with the exception of the Existing Title Encumbrances and any Future Title Encumbrances consented to by Lessee, together with such evidence of Lessor's authority to sell the Leased Property to Lessee and of the authorization of the sale of the Leased Property and the execution and delivery of the Special Warranty Deed by Lessor, and such other matters as Lessee may reasonably request, and a certification of non-foreign status as required by the Foreign Investment in Real Property Tax Act and the regulations promulgated thereunder and any other similar certificates required by the State in which the Leased Property is located. In the case of a re-acquisition of the Leased Property by Lessee pursuant to Article X or Article XI, and provided Lessor has not previously applied the Net Casualty Proceeds or the Net Award as a credit against the Individual Lease Balance, Lessor shall assign to the Lessee the right to receive the Lessor's portion of the Net Casualty Proceeds or the Net Award relating to such Leased Property when the same is paid;
(iii) the Lessee shall pay all charges incident to such transfer including all recording fees, reasonable attorneys fees, costs and expenses, title insurance premiums, survey costs and transfer taxes or other similar taxes ("Transaction Costs");
(iv) in the event of a termination of this Lease with respect to any Leased Property as herein provided, the obligations and liabilities of the Lessor and the Lessee, as the case may be, whether actual or contingent under this Lease that arose at or prior to such termination and that are expressly stated herein to survive the termination of the Lease shall survive such termination until payment or satisfaction thereof;
(v) the Lessee shall execute and deliver to Lessor an Environmental Indemnity Agreement in form, scope and substance satisfactory in all respects to Lessor, pursuant to which Lessee shall agree to be liable for and pay, and shall indemnify, hold harmless and defend any Lessor Indemnitee, and its successors and assigns from and against any Environmental Claims arising under Applicable Law both before and after the effective date of the purchase pursuant to this Section 19.2.
(vi) in the event of Lessee's re-acquisition of the Collective Leased Properties, the Lessor shall return any remaining and unused Restricted Cash to Lessee.
(e) Until the closing of such purchase, pay to Landlord (in addition to the re-acquisition of the Leased Property and payment of the applicable purchase price) all Rent sums due under this Section 19.2, or termination of this Lease pursuant to Section 5.3, this Lease shall continue in full force and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseeffect.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of Lessor's interest in the Premises or any Site Property by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant Lessee (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described provided in paragraph 29(a); (iiSection 4) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Lessor's interest in the Property which shall be a Rent Payment Date:
(i) Lessee shall pay to Lessor, on the date in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Lessor's address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, in immediately available funds, the applicable purchase priceprice or Termination Value, and all other costs due as of such Closing, including, without limitation, the applicable Make-Whole Premium;
(ii) Lessor shall execute and deliver to Lessee a Special Warranty Deed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12 or Section 21.1), (B) all Rent liens, encumbrances, charges, exceptions and other sums then due and owing by Tenant to Landlord hereunder relating restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Lessor (unless, if created or caused by Lessor, consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect; and
(iii) Lessee shall comply with Section 5.01 of the closing Indenture if the Property is being purchased pursuant to Lessee's right of first offer set forth in Article 4.
(b) Lessee shall pay all costs, charges and expenses incident to such purchasetransfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees to the Servicer's, Indenture Trustee's and the Holders' counsel and federal, state and local taxes, except for any income taxes and as otherwise provided under Section 19.2.
(c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor to do so; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such a transfer of equity interests, subject to the terms hereof.
Appears in 1 contract
Samples: Lease Agreement (Txu Corp /Tx/)
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) Lessee shall accept such titlefrom Lessor and Lessor shall convey the Leased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of the Leased Property in recordable form, subject(ii) upon the date fixed for any purchase of Lessor's interest in the Leased Property hereunder, however, to all Liens, exceptions and restrictions on, against or relating Lessee shall pay to the Premises or such Site and to all applicable laws, but free order of the Lien of and security interest created by Agent the Lease Balance, plus any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating amount due pursuant to any Section 7.5 of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and shall make such filings as required by Landlord Applicable Law, and Lessor shall cooperate with Lessee upon Lessor's request in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts connection therewith; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's reasonable attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Property to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Purchase Procedure. The following procedure shall be followed when Purchasing Land:
(a) In the event The Chief and Council shall consider and must approve all Purchases of Land and shall, if they choose to Purchase Land, indicate their approval by passing a Band Council Resolution in respect of the purchase selected Land, Price and conditions, if any, upon which they are prepared to Purchase such Land. Prior to providing its approval the Chief and Council shall firstly consider all matters that a prudent purchaser of land would consider when purchasing land, and shall prepare a written statement of intention to Purchase Land and to have such Land set apart as a Reserve, which shall include but are not limited to the following:
(i) the legal and, where applicable, civic description of the Premises or any Site selected Land;
(ii) a list of all Improvements on the Land and confirmation that such Improvements have been inspected by Tenant pursuant to paragraph 14a qualified inspector, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free along with a copy of the Lien of and security interest created by inspector’s report;
(iii) the recommended Price to be paid for the Land;
(iv) confirmation that the selected Land is available for acquisition;
(v) any and all Mortgages other specific terms upon which the Land is to be Purchased;
(unless expressly assumed by Tenantvi) and Liens, exceptions and restrictions on, against or relating to any of potential environmental concerns; and
(vii) any potential problems with having the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Land set apart as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.Reserve;
(b) Upon the date fixed for any such purchase passing of a Band Council Resolution by the Chief and Council approving the Purchase of the Premises or any Site pursuant selected Land, and, if required under section 8.03, upon obtaining a Member Resolution evidencing the written approval of the Eligible Members to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writingPurchase Land, the applicable purchase price therefor specified herein, First Nation may enter into a binding Agreement to Purchase the approved Land at a Price not in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits excess of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.approved Price;
(c) No apportionment The First Nation, upon entering into an Agreement to Purchase Land in accordance with this Article 8, shall:
(i) arrange for the withdrawal of any Impositions money from the Trust Account by means of a Trust Account Land Acquisition Direction that is not in excess of the approved Price to Purchase the selected Land;
(ii) arrange for placement by the Trustee of the necessary funds as detailed in the Trust Account Land Acquisition Direction into the trust account of a practicing solicitor in and for the Province of Saskatchewan in trust for the First Nation, to complete the Purchase of Land at the approved Price and in accordance with the terms of the Agreement to Purchase and the terms of this Agreement;
(iii) ensure that the title to the Land Purchased is transferred into the name of the Holding Corporation, which shall be made upon such purchase, Tenant being liable incorporated by the Chief and Council for payment thereof during the Term as Tenant and being liable thereafter as owner.this purpose; and
(div) In arrange for the event discharge of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseThird Party Interests.
Appears in 1 contract
Samples: Trust Agreement
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale substantially in the form of the instruments by which the Land was conveyed to Tenant Lessor of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, the related Lessee(s) or its designee any better title thereto than that which was transferred and conveyed shall pay to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor and the Funding Parties will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant Each Lessee or its designee shall, at such Lessee's or such designee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges costs incurred by Lessor in connection therewith. Without limiting the foregoing, all actual and reasonable costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, paragraphs 14 and 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liensliens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liensliens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 paragraphs 14 and 30 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writingLandlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently thereupon deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any such change in the Premises and Rent rendered necessary as a result of such purchaseRent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) . No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(dc) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Samples: Lease Agreement (Aar Corp)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 24.01 shall apply.
(a) On the Closing Date fixed for the purchase of Lessee's interest in the Property:
(i) Lessee shall pay to Lessor, on the date in lawful money of the closing of United States, at Lessor's address hereinabove stated or at any other place in the United States which Lessor may designate (or, if assigned, to Lessor's assignee and to such purchaseaccount and in such manner as provided by such assignee), pay to Landlord (in addition to payment of the applicable purchase price;
(ii) Lessor shall execute and deliver to Lessee a deed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor's interest in the Property, subject to, (A) Permitted Liens, (B) Lessor Liens attributable to Lessor attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless consented to by Lessee), (C) all Rent Applicable Laws, and, (D) if such purchase is pursuant to Article XII or in other circumstances where the obligations under the Loan Documents are required to be fully paid, free of the liens created by the Debt Documents; and
(iii) If the Equipment is being acquired as a part of such transaction, Head Lessor shall execute and deliver to Lessee a bill of sale transferring txx Equipment to Lessee free and clear of Lessor Lien's attributable to Head Lessor attaching to the Equipment after the Closing Date (which shall not have been created or caused by Lessor unless consented to by Lessee), and such transfer shall be "as-is," `where-is" and in then-present physical condition.
(iv) Upon receipt by Lessor, Agent, each Holder and Head Lessor of all amounts due such Persons under any Operative Documents, each such Person shall execute and deliver such other instruments of conveyance, releases, UCC termination statements, affidavits and other sums then due documents and owing by Tenant agreements as may be reasonably required to Landlord hereunder relating consummate the conveyance of the Property, all in form and substance as is reasonably acceptable to the property purchased through Person required to execute and deliver the date same.
(b) Lessee shall pay all reasonable costs, charges and expenses incident to such transfer, including, without limitation, all survey costs, title report costs, recording fees, transfer taxes, title insurance premiums and federal, state and local taxes if applicable but excluding net income taxes (except to the extent relevant in measuring damages in the case of the closing a Lease Event of such purchaseDefault).
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Lessor's interest in the Property, on the date which shall be a Rent Payment Date:
(i) Lessee shall pay to Lessor, in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Lessor's address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, in immediately available funds, the applicable purchase priceprice or Stipulated Loss Value, and all other costs due as of such Closing, including, without limitation, any applicable prepayment premium; and
(ii) Lessor shall execute and deliver to Lessee a deed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12), (B) all Rent liens, encumbrances, charges, exceptions and other sums then due and owing by Tenant to Landlord hereunder relating restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Lessor (unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect.
(b) Lessee shall pay all costs, charges and expenses of incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, fees for counsel to the Lender and federal, state and local taxes, except for any net income taxes, if the sale is pursuant to Section 12.1, otherwise, such costs shall be as set forth in the Terms.
(c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the closing Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the property, will not decrease any rights Lessor would have had Lessor sold the property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such purchasea transfer of equity interests, subject to the terms hereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Western Retail Real Estate Trust Inc)
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) such Lessee shall accept from Lessor and Lessor shall convey such titleLeased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of such a Leased Property in recordable form, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunder, the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant related Lessee(s) shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed Agent (or local equivalentLessor if the Loans have been paid in full) which describes any of the Premises, Lease Balance or such SiteLeased Property Balance, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee plus any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord amount due pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition Section 7.5 of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant purchase by wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(a) Each Lessee shall, at such Lessee's sole cost and expense, obtain all charges required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed shall be borne entirely by and other instruments. Only upon paid by the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or Lessees.
(b) survive Upon expiration or termination of this Lease. In Lease resulting in conveyance of Lessor's interest in the event that title to the completion Leased Properties to the Lessees, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchase shall be delayed rents, taxes, insurance, utility or other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent charges due and payable with respect to the Leased Properties prior to termination being payable by the Lessees hereunder to and including all due after such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated time being payable by the Lessees as the then owners of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLeased Properties.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special warranty deed and quit claim bill of sale of such Leased Property in recordable form, (ii) upon txx xate fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Lease Participant Amounts and the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5(f) of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay prior to transfer all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Samples: Master Agreement (Aaron Rents Inc)
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special warranty deed and quit claim bill xx sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, the related Lessee(s) shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing Operative Documents and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant (iv) if such Leased Property is subject to a mortgage Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or other Lien securing termination of such financing for purposes of this paragraph 29Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlord’s address set forth abovesuch Lessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In If the event of Lessee shall purchase the purchase of Lessor's interest in the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord(i) the Lessee shall accept from the Lessor, and Tenant (or the Lessor shall convey, its designee) shall accept such titleinterest in the Leased Property by a duly executed and acknowledged assignment of the Bond Lease, subject, however, to all Liens, exceptions and restrictions on, against or relating in a form reasonably acceptable to the Premises or such Site Lessor and to all applicable lawsthe Lessee, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14Lessor's interest in the Leased Property hereunder, 30, or 32 of this Lease, Tenant the Lessee shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards Agent (or net proceeds allowed against the applicable purchase price Lessor if the Loans have been paid in full) the Lease Balance, plus any amount due pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any Section 7.5 of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase, by wire transfer of immediately available funds, and (iii) the Lessor will execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by the Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents.
(b) The Lessee shall, at the Lessee's sole cost and expense, obtain all required governmental and regulatory approvals and consents and, in connection therewith, shall make such filings as required by Applicable Law. Tenant In the event that the Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all charges costs incurred by the Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, the Lessee's attorneys' fees, the Lessor's attorneys' fees, commissions, the Lessee's and the Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion such assignment of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Bond Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of the Lessor's interest in the title to the Leased Property to the Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by the Term Lessee hereunder and all due after such time being payable by the Lessee as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Master Lease Agreement (Jones Financial Companies Lp LLP)
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey the Leased Property by a duly executed and acknowledged special warranty deed and quit claim bill of sale of the Leased Property in recordable form, (ii) upon txx xate fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance, subject, however, PLUS any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5(f) of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Property to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) such Lessee shall accept from Lessor and Lessor shall convey such titleLeased Property by a duly executed and acknowledged special warranty deed and quit claim bill of sale (without recourse or warranty (other than the absence ox Xxssor Liens)) of such a Leased Property in recordable form, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunder, the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant related Lessee(s) shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed Agent (or local equivalentLessor if the Loans have been paid in full) which describes any of the Premises, Lease Balance or such SiteLeased Property Balance, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee including any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord amount due pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition Section 7.5 of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant , by wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all charges required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
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Purchase Procedure. (ai) In Subject to the event conditions set forth in this Agreement, (1) the Executive may purchase the Shares at any time prior to February 28, 1998 by the delivery of written notice (the "Purchase Notice") to the Corporation, and (2) the Purchase Notice shall specify the number of Shares to be purchased and shall contain the following representations and warranties of the purchase Executive: (u) the Executive is acquiring the Shares for his own account and not with a view to, or present intention of, distribution thereof in violation of the Premises Securities Act of 1933, as amended, and the rules and regulations promulgated from time to time thereunder (the "1933 Act") or any Site by Tenant pursuant to paragraph 14, 30 applicable state securities laws and will not sell or 32 of this Lease, Landlord need not otherwise transfer the Shares unless registered or exempt from registration under the 1933 Act and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable state laws, but free (v) the Executive is able to bear the economic risks of his investment in the Shares for an indefinite period of time, (w) the Executive is familiar with the business, financial or other condition, assets, liabilities, properties, operations, management and prospects of the Lien Corporation, (x) the Executive has had full access to such information concerning 686063.1 the Corporation as he has requested and is satisfied that there is no material information concerning the Corporation of which he is unaware, (y) the Executive has knowledge, skill and security interest created by any experience in business, financial and all Mortgages investment matters so as to enable the Executive to understand and evaluate the merits and risks of an investment in the Shares and form an investment decision with respect thereto and (unless expressly assumed by Tenantz) and Liens, exceptions and restrictions on, against or relating to any acknowledges that a portion of the Premises or such Site which have been created Shares is subject to repurchase by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Corporation under certain circumstances as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29provided below.
(bii) Upon the date fixed for any such purchase receipt of the Premises Purchase Notice and of the payment therefor specified below, the Corporation shall deliver to the Executive a certificate or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentcertificates representing the Shares being purchased, at Landlord’s address set forth abovethe Corporation's sole cost and expense. Unless registered under the 1933 Act, such certificate or at any other place designated by Landlord in writing, certificates representing the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant Shares sold to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord Executive pursuant to this LeaseAgreement shall bear the following legend: "THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, including a xxxx of saleAS AMENDED, assignment of leasesAND ACCORDINGLY MAY NOT BE OFFERED, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordSOLD OR OTHERWISE DISPOSED OF IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT EXCEPT PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER SUCH ACT.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase."
Appears in 1 contract
Purchase Procedure. (ai) In If the event Lessee shall have exercised its option pursuant to Section 22(a)(i), and does not elect to purchase the Beneficial Interest in accordance with Section 11.2 of the Participation Agreement, the Lessee shall purchase the Lessor's interest in the Facility (which for this purpose shall include, without limitation, all rights of the Premises Lessor under the Option and Estate For Years Agreement and the Three Party Agreement and the Ground Lease, if applicable) on the EBO Date at a purchase price equal to the sum of (A) the EBO Price, plus (B) all Supplemental Rent (including, without limitation, the Make-Whole Amount, if any, due on the Facility Notes) due and owing on the EBO Date, plus (C) all Basic Rent payable in arrears and due and owing on the EBO Date (it being understood that the Lessee shall pay when due any Basic Rent due and payable on a Rent Payment Date which occurs on or any Site by Tenant after the date it exercises its option pursuant to paragraph 14Section 22(a)(i) but prior to the EBO Date), 30 plus (D) without duplication of any amounts included within clauses (A), (B) and (C) above, all accrued and unpaid interest on the Facility Notes together with all other amounts due under the Indenture and the other Transaction Documents as of the EBO Date. The Lessee shall pay the purchase price specified in the preceding sentence to the Indenture Trustee (so long as the Indenture has not been satisfied and discharged) or 32 thereafter to the Lessor on the EBO Date. Upon payment in full of all amounts described in clauses (A), (B), (C) and (D) of the preceding sentence, (x) the Lease Term shall end, (y) the obligations of the Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment and (z) the Lessor shall Transfer to the Lessee all right, Landlord need not transfer title and convey interest of the Lessor in, to Tenant and under the Facility. Anything herein to the contrary notwithstanding, if the Lessee shall fail to pay all amounts due under and pursuant to this Section 22(d)(i), no purchase shall be consummated, this Lease shall continue in full force and effect and it shall be deemed that Lessee has rescinded its election pursuant to Section 22(a)(i). If the Lessee shall elect to purchase the Beneficial Interest in accordance with Section 11.2(a) of the Participation Agreement, the Lessee shall comply with the provisions thereof on or its designee any better title thereto than that which was transferred and conveyed prior to Landlordthe EBO Date, and Tenant shall pay to the Lessor on the EBO Date (A) the EBO Price, less the aggregate principal amount of the Facility Notes so assumed, plus (B) all Supplemental Rent due and owing on the EBO Date to the Lessor and the Owner Participant, plus (C) all Basic Rent payable in arrears and due and owing on the EBO Date (it being understood that the Lessee shall pay when due any Basic Rent due and payable on a Rent Payment Date which occurs on or after the date it exercises its option pursuant to Section 22(a)(i) but prior to the EBO Date). Upon payment in full of all amounts described in clauses (A), (B) and C of the preceding sentence, the Lessor shall Transfer to the Lessee all right, title and interest of the Lessor in, to and under the Facility. Any payment obligations of the Lessee under this Section 22(d)(i) shall be Supplemental Rent.
(ii) If the Lessee shall purchase the Facility, pursuant to Section 16(a)(v), Section 21 (unless the Lessee assumes the obligations of the Lessor under the Indenture and the Facility Notes in connection with such purchase) or clause (ii) or (iii) of Section 22(a), the Lessee may designate another Person to acquire the Facility, and the Lessee (or its designee) shall accept such title, subject, however, from the Lessor a deed with respect to all the Estate for Years and the Building containing representations and warranties of grantor to the Lessee regarding Lessor Liens, exceptions and restrictions ona bill xx sale for the Personalty constituting a part of the Facility, against or relating subject to the Premises or such Site and then existing title to all applicable lawsthe Facility, but free of of, and with a warranty from the Lien of Lessor and security interest created by the Owner Participant against, any Lessor Liens and all Mortgages (unless expressly assumed by Tenant) and Owner Participant Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises Facility hereunder, (1) the Lessee shall pay (or shall cause its designee to pay) by wire transfer of immediately available funds the applicable purchase price, (2) in addition thereto, the Lessee will pay to the Lessor (or, in the case of Supplemental Rent payable to any Indemnified Person or any Site mayRelated Party to any such Indemnified Person, at to the election Indemnified Person or Related Party to any Indemnified Person entitled thereto) all unpaid Rent due such Person for any period through and including such purchase date (other than any Basic Rent due in advance on such purchase date), (3) if the applicable purchase date is not a Rent Payment Date, the Lessor shall pay to the Lessee (or the Lessee shall have the right to deduct from any amounts payable to the Lessor or the Owner Participant under clauses (1) and (2) above) the portion of either partyany Basic Rent theretofore paid by the Lessee relating to any period occurring after the applicable purchase date; and (4) upon payment by the Lessee (or its designee) of the amounts specified in clauses (1) and (2) above and the costs hereinafter defined, be effected through net of the amount due the Lessee under clause (3) above, the Lessor shall effect a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable Transfer to Tenant. Additionally, Landlord the Lessee or its designee of the Facility or applicable portion thereof and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchaseshall terminate. Tenant shall pay all All reasonable charges incident to such conveyance conveyance, including, without limitation, the Lessee's, the Lessor's, the Indenture Trustee's, each Loan Participant's and transfer, including Landlord’s counsel the Owner Participant's reasonable attorneys' fees, escrow fees, recording fees, title insurance premiums and (except to the extent required otherwise by Applicable Law) all applicable federalsales, state use, transfer, transaction and local real estate similar taxes, as well as Taxes required to be paid in order to record the transfer documents (but not any taxes imposed on, based on or measured by gross or net income, capital gains taxes or deed stamps any minimum tax or alternative minimum tax, gross receipts, capital or net worth, franchise, excess profits or conduct of business (other than Taxes which are, or are in the nature of, sales, use, transfer, transaction, rental, ad valorem or property Taxes), payable by the Lessor upon or with respect to the sale or disposition by it of all or any part of its interest) that may be incurred or imposed by reason of such conveyance and transfer and/or by reason of assignment and the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.deed
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Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Lessor's interest in the Property;
(b) Lessee shall pay to Lessor, on the date in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Lessor's address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, the applicable purchase price) , including all Rent and other sums then costs due as of such Closing; and
(c) Lessor shall execute and owing deliver to Lessee a deed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12), (B) any mortgage or deed of trust encumbering the Property which are to be assumed by Tenant the terms of the Offer (unless Lessee elects to Landlord hereunder relating satisfy the same in accordance with the loan documents evidencing such financing, including the payment of all fees and expenses of Lessor's lender and any yield maintenance or prepayment fees), (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Lessor (unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect.
(d) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes.
(e) In the event Lessor and Lessee enter into a purchase agreement for the sale of the closing Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, Taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such purchasea transfer of equity interests, subject to the terms hereof.
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Samples: Lease Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Ground Lessor’s interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Ground Lessor’s interest in the Property, on the date which shall be a Rent Payment Date:
(i) Lessee shall pay to Ground Lessor, in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Ground Lessor’s address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, in immediately available funds, the applicable purchase priceprice or Stipulated Loss Value, and all other costs due as of such Closing, including, without limitation, any applicable prepayment premium; and
(ii) Lessor shall cause Ground Lessor to execute and deliver to Lessee a deed with covenants against grantor’s acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Ground Lessor’s interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Ground Lessor if the sale is pursuant to Article 12), (B) all Rent liens, encumbrances, charges, exceptions and other sums then due and owing by Tenant to Landlord hereunder relating restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Ground Lessor (unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect.
(b) Lessee shall pay all costs, charges and expenses of incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums, and federal, state and local taxes, except for any net income taxes, if the sale is pursuant to Section 12.1, otherwise, such costs shall be as set forth in the terms.
(c) In the event Lessor and Lessee enter into a purchase agreement for the sale of the closing Property, Lessor agrees to cause Ground Lessor to cause the entity which owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do; and (ii) the sale of the interests in Lessor (rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Ground Lessor sold the Property, will not decrease any rights Lessor would have had Ground Lessor sold the Property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such purchasea transfer of equity interests, subject to the terms hereof.
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Purchase Procedure. (a) In the event of the purchase of the Premises or any Site Leased Property by Tenant Lessee pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement third party pursuant to paragraph 27 shall not constitute Section 14.2 hereof, the consent of Tenant to a mortgage or other Lien securing such financing for purposes terms and conditions of this paragraph 29Section 14.5 shall apply.
(b) Upon On the closing date fixed for any such the purchase of the Premises or any Site pursuant Leased Property:
(i) The required purchase price (which in the case of a purchase by Lessee will equal the Purchase Amount) shall be paid to paragraph 14Lessor, 30, or 32 in lawful money of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentthe United States in immediately available funds, at LandlordLessor’s address set forth above, hereinabove stated or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); Lessor may designate;
(ii) such other instruments as Lessor shall be necessary execute and deliver to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles Lessee good and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises sufficient deeds warranting title only against Lessor Liens and such other reasonable documents instrument or instruments as may be necessary or proper for appropriate, which shall transfer the issuance Leased Property including, without limitation, any rights of Lessor against any party through whom Lessor derived its title insurance; to the Leased Property subject to (A) any encumbrances existing on the Closing Date, (B) Permitted Liens, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Closing Date (other than Lessor Liens), and (D) Applicable Laws, but in any event, in each case free and clear of all Lessor Liens provided that the Leased Property shall be conveyed “AS IS, WHERE IS” and its then present physical condition;
(iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price All out of pocket costs and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow feesbut not limited to all transfer taxes, recording fees, title insurance premiums premiums, reasonable attorneys fees and all applicable federal, state and local real estate transfer taxes or deed stamps which may (but not including Excluded Taxes) of Lessor will be incurred or imposed by reason of such conveyance paid from sale proceeds and transfer and/or by reason of the delivery of said deed deducted in computing Net Proceeds;
(iv) Lessee shall pay to Lessor all Basic Rent and all Supplemental Rent, Breakage Costs, if any, and other instruments. Only upon sums payable by Lessee under this Lease or under any other Operative Document, due and payable through the completion of Tenant’s date Lessee purchases the Leased Property; and
(or, in the case of an EAP Sale, the relevant third party’sv) purchase of all of the Premises, including all Sites, but not prior theretoExcept as otherwise provided herein, this Lease and all obligations hereunder shall terminate (including and be of no further force and effect with respect to the obligations to pay Rent) pursuant to this paragraph 29, except any obligations Leased Property following satisfaction of the foregoing and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlordhereof.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
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Purchase Procedure. (a) In the event of the purchase of the Premises or any Site Leased Property by Tenant Lessee pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer the terms and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes conditions of this paragraph 29Article 16 shall apply.
(b) Upon On the closing date fixed for any such the purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant Leased Property:
(i) Lessee shall pay to Landlord or to any Person to whom Landlord directs paymentLessor, in lawful money of the United States in immediately available funds, at Landlord’s Lessor's address set forth above, hereinabove stated or at any other place designated by Landlord in writingthe continental United States which Lessor may designate, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price Purchase Price pursuant to the provisions Article 28 or Termination Value and related amounts required to be paid pursuant to Article 9, paragraph (c) of Article 12 or paragraph 14, and Landlord shall concurrently deliver to Tenant (a) or (if Landlord b) of Article 17 or paragraph (c) or (h) of Article 22, whichever is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); and
(ii) Lessor shall execute and deliver to Lessee or Lessee's designee good and sufficient quitclaim deeds, assignments and/or such other instrument or instruments as may be appropriate, which shall be necessary transfer the Leased Property, including any rights of Lessor against any party through whom Lessor derived its title to transfer the Leased Property, subject to Tenant or its designee (A) any encumbrances existing on the Construction Term Commencement Date, (B) Permitted Encumbrances (other property than this Lease, unless Lessee requests that this Lease remain), (or C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Construction Term Commencement Date (other than Lessor Liens created without the consent of Lessee), and (D) all Legal Requirements. In the case of a purchase of the Leased Property by Lessee pursuant to paragraph (c) of Article 12 hereof, Lessor shall also pay to Lessee the Net Award, if any and assign to Lessee all rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurancereceived; and and
(iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow feesbut not limited to all transfer taxes, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason taxes, (except for any Excluded Taxes), and reasonable attorneys' fees and expenses of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s Lessor's counsel; and
(or, in the case of an EAP Sale, the relevant third party’siv) purchase of all of the Premises, including all Sites, but not prior theretoExcept as otherwise provided herein, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities be of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due no further force and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlordeffect.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
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Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises Lessor's interest in a Leased Property or any Site by Tenant in Equipment pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) such Lessee shall accept from Lessor and Lessor shall convey such titleLeased Property or Equipment, subjectas the case may be, howeverby a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of such Leased Property or Equipment, to all Liensas the case may be, exceptions and restrictions onin recordable form, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunder, the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant related Lessee(s) shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed Agent (or local equivalentLessor if the Loans have been paid in full) which describes any of the Premises, Lease Balance or such SiteLeased Property Balance, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee including any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord amount due pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition Section 7.5 of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant , by wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all charges required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
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Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Leased Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Article 15 shall apply.
(b) On the closing date fixed for the purchase of Lessor's interest in the Leased Property:
(i) Lessee shall pay to Lessor, or as Lessor directs, in lawful money of the United States in immediately available funds, at Lessor's address herein stated or at any other place in the United States which Lessor may designate, an amount equal to the purchase price described in such provision;
(ii) Lessor shall execute and deliver to Lessee a special warranty deed, sufficient to convey insurable title to the Leased Property, and an assignment and such other instrument or instruments as may be appropriate and customary in accordance with prevailing local conveyancing practices, which shall transfer all of Lessor's interest in the Leased Property, in each case free and clear of any Mortgage, but subject to (A) any encumbrances existing on the date first day of the closing Term, (B) Permitted Encumbrances, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the beginning of the Term (other than those created or caused by or through Lessor without the consent of Lessee but excluding any Mortgage created by or through Lessor), and (D) all Legal Requirements;
(iii) Lessee shall pay all charges incident to such purchasetransfer or the termination of the Lease which are incurred by Lessor, Lessor's Mortgagee or Lessee, including but not limited to all transfer taxes, recording fees, escrow fees, title insurance premiums and federal, state and local taxes (except for any net income or profit taxes of Lessor or Lessor's Mortgagee) and reasonable attorneys' fees and expenses of Lessor's counsel and counsel to Lessor's Mortgagee;
(iv) Lessee shall pay to Landlord (in addition to payment of the applicable purchase price) Lessor all Basic Rent, Additional Rent and other sums then payable by Lessee under this Lease, due and owing by Tenant to Landlord hereunder relating payable through and including the date Lessee purchases Lessor's interest in the Leased Property; and
(v) Except for those warranties contained in the deed described in subparagraph (b)(ii) of this Article 15, Lessor's transfer of its ownership in the Leased Property shall be on an as-is basis, without any representation or warranty, either express or implied, as to the property purchased through the date design, condition, quality, capacity, merchantability, habitability, durability, suitability or fitness of the closing of such purchaseLeased Property for any particular purpose, or any other matter concerning the Leased Property or any portion thereof.
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Samples: Lease Agreement (Ipec Holdings Inc)
Purchase Procedure. The provisions of this Section 15.5 are herein and elsewhere in the Operative Documents sometimes referred to as the “Purchase Procedure”.
(a) In If the event of Lessee shall purchase the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor’s interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to any provision of this Lease, Tenant (i) the Lessee shall accept from the Lessor, and the Lessor shall convey to the Lessee (or its designee), the Lessor’s entire interest in the Leased Property, (ii) upon the date fixed for any purchase of the Lessor’s interest in the Leased Property hereunder, the Lessee shall pay to the order of the Lessor the Lease Balance by wire transfer of federal funds and (iii) the Lessor shall convey to the Lessee the Lessor’s entire interest in the Leased Property by quitclaim deed, together with such bills of sale and other instruments (including, without limitation, a quitclaim deed to any Alterations) as may be necessary to transfer all of the Lessor’s interest in the Leased Property. THE LESSOR’S TRANSFER OF ITS OWNERSHIP INTEREST IN THE LEASED PROPERTY SHALL BE ON AN AS-IS, WHERE-IS, BASIS, WITHOUT ANY REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO DESIGN, CONDITION, QUALITY, CAPACITY, MERCHANTABILITY, HABITABILITY, DURABILITY, SUITABILITY OR FITNESS OF THE LEASED PROPERTY FOR A PARTICULAR PURPOSE, OR ANY OTHER MATTER CONCERNING THE LEASED PROPERTY OR ANY PORTION THEREOF. THE LESSEE HEREBY WAIVES ANY CLAIM (INCLUDING ANY CLAIM BASED ON STRICT OR ABSOLUTE LIABILITY IN TORT OR INFRINGEMENT) IT MIGHT HAVE AGAINST THE LESSOR FOR ANY LOSS, DAMAGE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGE) OR EXPENSE CAUSED BY THE LEASED PROPERTY OR BY THE LESSEE’S LOSS OF USE THEREOF FOR ANY REASON WHATSOEVER. NO REPRESENTATION OR WARRANTY SHALL BE MADE BY THE LESSOR AS TO THE EXISTENCE OF ANY LIENS OR ENCUMBRANCES (EXCEPT FOR LESSOR LIENS OTHER THAN PERMITTED LIENS) ON THE LEASED PROPERTY AS OF THE DATE OF SUCH SALE. In connection with, and as a condition to, any such transfer by the Lessor, the Lessee shall pay all charges and expenses incident to such transfer of the Leased Property, including, without limitation, all transfer taxes, recording fees, title insurance premiums, and federal, state and local taxes arising as a result of such transfer, and all fees and expenses of legal counsel of the Lessor reasonably incurred by reason of such transfer.
(b) The Lessee shall, on at the date of the closing of Lessee’s sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.filings as required by
Appears in 1 contract
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event Leased Property pursuant to any provision of this Lease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor, and Lessor shall convey to Lessee, the Leased Property by a duly executed and acknowledged special warranty deed of the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Premises or any Site Leased Property hereunder, Lessee shall pay to the order of Lessor the Lease Balance by Tenant pursuant to paragraph 14, 30 or 32 wire transfer of this Lease, Landlord need not transfer federal funds and (iii) Lessor shall convey to Tenant or its designee any better title thereto than that which was transferred Lessee Lessor's interest in the Leased Property via the special warranty deed described above and conveyed Lessor will execute and deliver to LandlordLessee such other documents as may be legally required in order to effect such conveyance, and Tenant such other documents as may be required by the escrow agent in order to close escrow and issue to Lessee an ALTA owner's title policy subject only to (or its designeeA) shall accept such title, subject, however, to all Liens, the exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free set forth on Schedule B of the Lien Title Policy other than the Mortgage and the Assignment of Lease and security interest Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by Lessee, or consented to by Lessee and all Mortgages (unless expressly assumed by TenantC) taxes and Liens, exceptions assessments not yet due and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29payable.
(b) Upon In the date fixed for any such purchase event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address conditions set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: clauses (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed and acknowledged special or limited warranty deed of the Leased Property in recordable form, and Lessor will execute and deliver to such purchaser (or local equivalentthe Lessee, as appropriate) which describes any such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owner's title insurance policy subject only to (i) the exceptions set forth on Schedule B of the PremisesTitle Policy, or such Siteother than the Mortgage and the Assignment of Lease and Rents, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary exceptions created or caused by Lessee, or otherwise resulting from any act or failure to transfer act by the Lessee, or consented to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; Lessee and (iii) any net award or net proceeds received by Landlord, if applicable, taxes and assessments not credited to Tenant against the applicable purchase price yet due and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site maypayable.
(c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. In the election of either partyevent that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownerLessee.
(d) In Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the event title to the Leased Property to Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
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Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 24.01 shall apply.
(a) On the Closing Date fixed for the purchase of Lessee's interest in the Property:
(i) Lessee shall pay to Lessor, on the date in lawful money of the closing of United States, at Lessor's address, hereinabove stated or at any other place in the United States which Lessor may designate (or, if assigned, to Lessor's assignee and to such purchaseaccount and in such manner as provided by such assignee), pay to Landlord (in addition to payment of the applicable purchase price;
(ii) Lessor shall execute and deliver to Lessee a deed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor's interest in the Property, subject to, (A) Permitted Liens, (B) Lessor Liens attributable to Lessor attaching to the Property after the Closing Date which shall not have been created or caused by Lessor (unless consented to by Lessee), (C) all Rent Applicable Laws, and, (D) if such purchase is pursuant to Article XII or in other circumstances where the obligations under the Loan Documents are required to be fully paid, free of the liens created by the Debt Documents; and
(iii) If the Equipment is being acquired as a part of such transaction, Head Lessor shall execute and deliver to Lessee a bill of sale transferring the Xxuipment to Lessee free and clear of Lessor Lien's attributable to Head Lessor attaching to the Equipment after the Closing Date (which shall not have been created or caused by Lessor unless consented to by Lessee), and such transfer shall be "as-is," "where-is" and in then-present physical condition.
(iv) Upon receipt by Lessor, Agent, each Holder and Head Lessor of all amounts due such Persons under any Operative Documents, each such Person shall execute and deliver such other instruments of conveyance, releases, UCC termination statements, affidavits and other sums then due documents and owing by Tenant agreements as may be reasonably required to Landlord hereunder relating consummate the conveyance of the Property, all in form and substance as is reasonably acceptable to the property purchased through Person required to execute and deliver the date same.
(b) Lessee shall pay all reasonable costs, charges and expenses incident to such transfer, including, without limitation, all survey costs, title report costs, recording fees, transfer taxes, title insurance premiums and federal, state and local taxes if applicable but excluding net income taxes (except to the extent relevant in measuring damages in the case of the closing a Lease Event of such purchaseDefault).
Appears in 1 contract
Purchase Procedure. (a) In the event of the If Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and quitclaim xxxx of sale of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5(f) of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent Operative Documents, as they related to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Leased Property.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all charges costs incurred by Lessor in connection therewith. In addition, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase and paid by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Samples: Master Agreement (Ruby Tuesday Inc)
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor’s interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey to Tenant or its designee any better title thereto than that which was transferred such Leased Property by a duly executed and conveyed to Landlord, and Tenant acknowledged special (or its designeelimited) warranty deed and quit claim bxxx of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor’s interest in Leased Property hereunder, the related Lessee(s) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating pay to the Premises or such Site and to all applicable laws, but free order of the Lien of and security interest created by Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, including any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating amount due pursuant to any Section 7.5 of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant Operative Documents, (iv) if such Leased Property is subject to a mortgage Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or other Lien securing termination of such financing for purposes Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease and, if such Ground Lease is assigned, assume all obligations thereunder and (v) if such Leased Property is subject to IDB Documentation, Lessor will execute and deliver to the related Lessee, and the related Lessee shall accept, an assignment and assumption of this paragraph 29such IDB Documentation to and by such related Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such IDB Documentation.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlordsuch Lessee’s address set forth abovesole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord Applicable Law, and Lessor shall cooperate with such Lessee upon such Lessee’s request in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts connection therewith; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlordincluding, without limitation, each Lessee’s counsel attorneys’ fees, Lessor’s attorneys’ fees, commissions, each Lessee’s and Lessor’s escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of between Lessees on the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completedone hand, and the prorated unapplied balance shall Funding Parties on the other hand, be deducted from borne entirely by and paid by the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor’s interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security 's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of Property or the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site Beneficial Interest by Tenant pursuant to any provision of this Lease, Tenant shall, on the date terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of such purchase, Landlord's interest in the Property or the Beneficial Interest:
(i) Tenant shall pay to Landlord (or, so long as the Lien of the Indenture has not been discharged in addition to payment accordance with Section 3 thereof, the Indenture Trustee, in lawful money of the United States, at Landlord's address hereinabove stated or at any other place in the United States which Landlord may designate, the applicable purchase priceprice or Termination Value, any accrued interest or Make-Whole Premium, if any, due with respect to the Indenture Notes in connection therewith, any Supplemental Rent then due, and all other costs due as of such closing;
(ii) Landlord shall execute and deliver to Tenant or its designee (A) a quit claim deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord's interest in the Property on an "as-is, where-is" basis, without recourse, representation or warranty of any kind other than as to the absence of Landlord Liens attributable to the transferor, subject to, (1) Permitted Liens, (2) all Rent liens, encumbrances, charges, exceptions and restrictions attaching to the Property after the Closing Date which shall not have been created or caused by transferor (unless consented to by Tenant), and (3) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect, (B) duly executed releases of liens, each in recordable form, as may be necessary to release any Landlord Liens, and (C) a xxxx of sale conveying all of Landlord's right, title, and interest in and to any and all furniture, fixtures, equipment and other sums then due personal property located at the Property.
(b) Tenant shall pay all costs, charges and owing by expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes.
(c) In the event Landlord and Tenant enter into a purchase agreement for the sale of the Property, Landlord agrees to cause the Owner Participant to sell its Beneficial Interest in the Landlord to Tenant, in lieu of a sale of the Property to Tenant, in the event (i) Tenant requests Landlord so to do; (ii) the sale of the Beneficial Interest to Tenant shall not impose any obligations on Landlord that would not be imposed had Landlord sold the Property, will not decrease any rights Landlord would have had Landlord sold the property, and will not create any increased possibility of additional liability to Landlord hereunder relating (including, without limitation, for ongoing corporate acts, taxes, etc.); and (iii) Landlord, the Owner Participant and the OP Guarantor, if any, are fully released from all obligations and liabilities in connection therewith (other than any then-existing Landlord Liens), all as shall reasonably evidenced to Landlord by certificates, affidavits, opinions or otherwise. If the Beneficial Interest is not sold to Tenant, Landlord shall cause the Property to be sold to Tenant. Landlord agrees to cooperate with Tenant in effectuating such a transfer of the Beneficial Interest, subject to the property purchased through the date of the closing of such purchaseterms hereof discussed.
Appears in 1 contract
Samples: Sublease Agreement (Nalco Energy Services Equatorial Guinea LLC)
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special or limited warranty deed and bill of sale of such Leased Property in recordable form, (ii) upon xxx date fixed for any purchase of Lessor's interest in a Leased Property hereunder, the related Lessee(s) shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Syndication Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlord’s address set forth abovesuch Lessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties the to Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant ------------------ Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, the related Lessee(s) shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing Operative Documents and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant (iv) if such Leased Property is subject to a mortgage Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or other Lien securing termination of such financing for purposes of this paragraph 29Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlord’s address set forth abovesuch Lessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
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Purchase Procedure. (a) In the event of the purchase of the Premises or any Site Leased Property by Tenant Lessee pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement third party pursuant to paragraph 27 shall not constitute Section 14.2 hereof, the consent of Tenant to a mortgage or other Lien securing such financing for purposes terms and conditions of this paragraph 29Section 14.5 shall apply.
(b) Upon On the closing date fixed for any such the purchase of the Premises or any Site pursuant Leased Property:
(i) The required purchase price (which in the case of a purchase by Lessee will equal the Purchase Amount) shall be paid to paragraph 14Administrative Agent, 30, or 32 in lawful money of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentthe United States in immediately available funds, at LandlordAdministrative Agent’s address set forth above, hereinabove stated or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); Administrative Agent may designate;
(ii) such other instruments as Lessor shall be necessary execute and deliver to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles Lessee good and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises sufficient deeds warranting title only against Lessor Liens and such other reasonable documents instrument or instruments as may be necessary or proper for appropriate, which shall transfer the issuance Leased Property including, without limitation, any rights of Lessor against any party through whom Lessor derived its title insurance; to the Leased Property subject to (A) any encumbrances existing on the Closing Date, (B) Permitted Liens, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Closing Date (other than Lessor Liens), and (D) Applicable Laws, but in any event, in each case free and clear of all Lessor Liens provided that the Leased Property shall be conveyed “AS IS, WHERE IS” and its then present physical condition;
(iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price All out of pocket costs and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow feesbut not limited to all transfer taxes, recording fees, title insurance premiums premiums, reasonable attorneys fees and all applicable federal, state and local real estate transfer taxes taxes, (but not including Excluded Taxes) of Lessor, Administrative Agent and the Lenders will be paid from sale proceeds and deducted in computing Net Proceeds;
(iv) Lessee shall pay to Administrative Agent all Basic Rent, and to Administrative Agent or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed whichever party is entitled thereto all Supplemental Rent, Breakage Costs, if any, and other instruments. Only upon sums payable by Lessee under this Lease or under any other Operative Document, due and payable through the completion of Tenant’s date Lessee purchases the Leased Property; and
(or, in the case of an EAP Sale, the relevant third party’sv) purchase of all of the Premises, including all Sites, but not prior theretoExcept as otherwise provided herein, this Lease and all obligations hereunder shall terminate (including and be of no further force and effect with respect to the obligations to pay Rent) pursuant to this paragraph 29, except any obligations Leased Property following satisfaction of the foregoing and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlordhereof.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph paragraphs 14, 30 30, 31 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liensliens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liensliens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts or omissions of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph paragraphs 14, 30, or 31 and 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writingLandlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently thereupon deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx bxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any such change in the Premises and Rent rendered necessary as a result of such purchaseRent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) . No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(dc) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Purchase Procedure. (ai) In If the event of Lessee shall purchase the purchase of Lessor's right, title and interest in the Premises or any Site by Tenant Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord(A) the Lessee shall accept from the Lessor, and Tenant the Lessor shall convey or cause Issuer to convey, the Property by a duly executed and acknowledged special warranty deed in recordable form, (or its designeeB) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14Lessor's right, 30title and interest in the Property hereunder, or 32 of this Lease, Tenant the Lessee shall pay to Landlord the order of the Agent the Lease Balance, by wire transfer of immediately available federal funds, and (C) the Lessor will execute and deliver or cause Issuer to execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by the Lessee in order to effect such conveyance, free and clear of the lien of the Deed of Trust and any Person to whom Landlord directs paymentEncumbrances created by Lessor.
(ii) The Lessee shall, at Landlord’s address set forth abovethe Lessee's sole cost and expense, or at obtain all required governmental and regulatory approvals and consents and, in connection therewith, shall make such filings as required by Law. In the event that the Lessor is required by Law to take any other place designated by Landlord action in writingconnection with such purchase and sale, the applicable purchase price therefor specified hereinLessee shall pay prior to transfer all costs incurred by the Lessor in connection therewith. Without limiting the foregoing, in federal or other immediately available funds which at all costs incident to such conveyance, including, without limitation, the time of such payment shall be legal tender for Lessee's attorneys' fees, the payment of public or private debts in Lessor's attorneys' fees, Issuer's attorneys' fees, the United States of America, less any credits fees of the net awards or net proceeds allowed against Credit Facility Providers, the applicable fees of the Trustee, the costs incurred in connection with the purchase price and sale pursuant to the provisions of paragraph 14Operative Documents, commissions, the Lessee's, the Lessor's and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, Issuer's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed shall be borne entirely by and other instruments. Only upon paid by the completion of Tenant’s Lessee.
(or, in the case of an EAP Sale, the relevant third party’siii) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual Upon expiration or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In Lease resulting in conveyance of the event that Lessor's right, title and interest in the completion Property to the Lessee, there shall be no apportionment of rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Property, all of such purchase shall be delayed rents, taxes, insurance, utility charges or other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent charges due and payable with respect to the Property prior to termination being payable by the Lessee hereunder to and including all due after such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated time being payable by the Lessee as the then owner of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordProperty.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Purchase Procedure. (a) In If Lessee shall purchase Lessor’s interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey the Leased Property by a duly executed and acknowledged limited warranty deed and quit claim bxxx of sale of the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor’s interest in the Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such title, subject, however, the Lease Balance plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.9 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver, or are otherwise will cause the responsibility Agent to execute and deliver, to Lessee such transfer tax declarations, FIRPTA affidavits and other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for Lessee shall, at Lessee’s sole cost and expense, obtain all required governmental and regulatory and other third party approval and consents and shall make such filings as required by Applicable Law and Lessor shall cooperate in any such purchase of process to the Premises extent reasonably required to obtain such approval and consents or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of make such payment shall be legal tender for the payment of public or private debts filings; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlordincluding, without limitation, Lessee’s counsel attorneys’ fees, Lessor’s attorneys’ fees, commissions, Lessee’s and Lessor’s escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor’s interest in the title to the Leased Property to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as ownerthen owner of the Leased Property.
(d) In As required by Florida law, Lessor hereby makes the event of following disclosure to Lessee in connection with the purchase by Lessee under this Article XIV: Radon is a naturally occurring radioactive gas that, when it has accumulated in a building in sufficient quantities, may present health risks to persons who are exposed to it over time. Levels of the Premises radon that exceed Federal and State guidelines have been found in buildings in Florida. Additional information regarding radon and radon testing may be obtained from your county public health unit. Seller does not make any representation, express or any Site by Tenant pursuant to any provision of this Leaseimplied, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating as to the property purchased through presence or absence of Radon Gas at the date of Property.
(e) Lessee hereby acknowledges that it has received the closing of such purchasedisclosures required under the Florida Building Energy-Efficiency Rating Act (Florida Chapter 553) and Lessee waives its right to have the buildings energy-efficiency ratings determined.
Appears in 1 contract
Samples: Omnibus Amendment (Certegy Inc)
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey the Leased Property by a duly executed and acknowledged special warranty deed and quit claim bill of sale of the Leased Property in recordable form, (ii) upon thx xxte fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance, subject, however, PLUS any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5(f) of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents andshall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Property to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Purchase Procedure. (a) In the event that any Designated Purchaser(s) shall purchase the Company's interest in any Leased Property pursuant to the exercise of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14Purchase Option, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) such Designated Purchaser(s) shall accept from the Company and the Company shall convey such titleLeased Property by a duly executed and acknowledged special warranty deed in recordable form and quitclaim bill of sale, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14Company's interest in such Leased Property hereunder, 30, or 32 of this Lease, Tenant such Designated Purchaser(s) shall pay to Landlord or the order of the Company the Xxxxhase Price, as adjusted to give effect to any Person deemed payments as provided for in Section 2.3, hereof by wire transfer of federal funds and (iii) the Company will execute and deliver to whom Landlord directs paymentsuch Designated Purchaser(s) such other documents as may be legally required in order to effect such conveyance, at Landlord’s address and such other documents as may be required by the escrow agent in order to close escrow and issue to such Designated Purchaser(s) an ALTA owner's title policy subject only to (A) the exceptions set forth aboveon Schedule B of the Title Policy, (B) such exceptions created or caused by the Lessor or the Designated Purchaser(s), or at otherwise resulting from any act or failure to act by the Lessor or the Designated Purchaser(s), or consented to by Designated Purchaser(s), (C) taxes and assessments not yet due and payable, (D) such other place designated exceptions which do not materially adversely affect Designated Purchaser(s)'s use of such Leased Property or the marketability of title to such Leased Property and (E) such exceptions which are the result of any act or omission by Landlord such Designated Purchaser(s); provided, however, that if any Event of Default (as defined in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which Indenture) shall have occurred at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits notice of the net awards exercise of any Purchase Option or net proceeds allowed against at any time thereafter, the applicable purchase price pursuant Company may convey the Leased Property to the provisions Designated Purchaser(s) by quitclaim deed and quitclaim bill of paragraph 14, sale and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any without compliance with the foregoing requirements of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and clause (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord).
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Samples: Guaranty and Purchase Option Agreement (Minnesota Power & Light Co)
Purchase Procedure. (a) Not less than four (4) Business Days prior to any Purchase Date on which Eligible Accounts are to be purchased, the Provider will deliver to the Administrator the computer file data required by the Administrator to enable the Administrator to process and value the Provider's receivables. Upon completion of the processing of the receivables data, the Administrator will prepare and deliver to the Provider an assignment of the Provider's Eligible Accounts to be sold substantially in the form of Exhibit B (an "Assignment") and a letter substantially in the form of Exhibit C (a "CFO Letter"). In the event of the that any purchase of such Eligible Accounts would cause any Concentration Limit to be exceeded or would cause any other term or condition hereof to be breached, the Premises or any Site by Tenant pursuant Administrator will select which of such Eligible Accounts are to paragraph 14, 30 or 32 be purchased on the next Purchase Date in a manner such that all Concentration Limits and other terms of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or Agreement are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29adhered to.
(b) Upon No later than 11:00 a.m. (locally prevailing Eastern time) on the date fixed for any such purchase of the Premises or any Site pursuant second Business Day prior to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writingeach Purchase Date, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant Provider will sign and return to the provisions of paragraph 14Administrator the Assignment, the CFO Letter, and Landlord shall concurrently deliver to Tenant or the following documents (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: the Assignment, CFO Letter and such documents, collectively, a "Purchased Account File"):
(i) a special or limited warranty deed (or local equivalent) which describes any Any documentation of the Premises, claim giving rise to such Account and any other related documents or such Site, as applicable, then being sold to Tenant and conveys and transfers information which the title thereto which is described in paragraph 29(a)Administrator may reasonably request; and
(ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by LandlordAny UCC financing statements and releases that the Administrator may require in respect of each Account, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably form acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordAdministrator.
(c) No apportionment On the Purchase Date, the Purchaser will send the Provider a check or wire transfer in the amount of any Impositions shall be made the Initial Payment for the Eligible Accounts in the purchased Batch, and upon such purchasepayment all right, Tenant being liable for payment thereof during title and interest of the Term Provider in and to such Accounts will be vested in the Purchaser and the Purchaser will become the absolute owner of such Accounts ("Purchased Accounts"). Thereafter the Purchaser may exercise all rights to enforce and collect such Accounts, except that with respect to any Purchased Accounts which are Government Accounts, the Provider will collect such Accounts but solely in its capacity as Tenant and being liable thereafter as ownerServicer hereunder.
(d) In Unless otherwise agreed by the event Purchaser and the Administrator, the initial Purchase Date shall be March 14, 1996.
(e) The Administrator's determinations of the purchase of the Premises ENV, Initial Payment, Deferred Payment, Collections and other amounts to be determined or any Site by Tenant pursuant to any provision of calculated under this Lease, Tenant Agreement shall, on in the date absence of a manifest error, be conclusive among the closing of such purchaseAdministrator, pay to Landlord (in addition to payment of the applicable purchase price) all Rent Provider and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchasePurchaser.
Appears in 1 contract
Samples: Accounts Purchase and Servicing Agreement (Lexington Healthcare Group Inc)
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event Leased Property pursuant to any provision of this Lease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor, and Lessor shall convey to Lessee, Lessor's interest in the Leased Property by a duly executed and acknowledged assignment of the Ground Lease in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Premises or any Site Leased Property hereunder, Lessee shall pay to the order of Lessor the Lease Balance by Tenant pursuant to paragraph 14, 30 or 32 wire transfer of this Lease, Landlord need not transfer federal funds and (iii) Lessor shall convey to Tenant or its designee any better title thereto than that which was transferred Lessee Lessor's interest in the Leased Property via the assignment of Ground Lease described above and conveyed Lessor will execute and deliver to LandlordLessee such other documents as may be legally required in order to effect such conveyance, and Tenant such other documents as may be required by the escrow agent in order to close escrow and issue to Lessee an ALTA lessee's title policy subject only to (or its designeeA) shall accept such title, subject, however, to all Liens, the exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free set forth on Schedule B of the Lien Title Policy other than the Mortgage and the Assignment of Lease and security interest Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any act or failure to act by Lessee, or consented to by Lessee and all Mortgages (unless expressly assumed by TenantC) taxes and Liens, exceptions assessments not yet due and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29payable.
(b) Upon In the date fixed for any such purchase event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address conditions set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: clauses (i) a special or limited warranty deed through (or local equivalentxiii) which describes any of thereof, and if Lessor does not reject the Premises, or such Site, purchase offer for the Leased Property as applicableprovided in Section 15.6 (xi), then being sold upon
(c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. In the event that Lessor is required by Applicable Law to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee take any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownerLessee.
(d) In Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the event title to the Leased Property to Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Lease and Development Agreement (Eagle Usa Airfreight Inc)
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) such Lessee shall accept from Lessor and Lessor shall convey such titleLeased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of such a Leased Property in recordable form, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunder, the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant related Lessee(s) shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed Agent (or local equivalentLessor if the Loans have been paid in full) which describes any of the Premises, Lease Balance or such SiteLeased Property Balance, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee including any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord amount due pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition Section 7.5 of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant , by wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all charges required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Samples: Master Lease Agreement (Allete Inc)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liensliens, exceptions and restrictions on, against or relating to the Premises or such any Site and to all applicable laws, but free of the Lien lien of and security interest created by any the Mortgage and all Mortgages (unless expressly assumed by Tenant) and Liensliens, exceptions and restrictions on, against or relating to any of the Premises or such any Site which have been created by or resulted solely from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 any provision of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s 's address set forth above, or at any other place designated by Landlord in writingLandlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently thereupon deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, Premises or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); , (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any such change in the Premises and Rent rendered necessary as a result of such purchaseRent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s 's reasonable counsel fees, escrow fees, recording fees, brokerage fees, title insurance or guarantee premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) 's purchase of all of the Premises, including all Sites, , but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s 's sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) . No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(dc) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through as of the date of the closing of such purchase.
Appears in 1 contract
Samples: Lease Agreement (Egl Inc)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site Leased Property by Tenant Lessee pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement third party pursuant to paragraph 27 shall not constitute Section 14.1 hereof, the consent of Tenant to a mortgage or other Lien securing such financing for purposes terms and conditions of this paragraph 29Section 14.4 shall apply.
(b) Upon On the closing date fixed for any such the purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant Leased Property:
(i) Lessee shall pay or cause to Landlord or be paid to any Person to whom Landlord directs paymentthe Administrative Agent, in lawful money of the United States in immediately available funds, at Landlord’s the Administrative Agent's address set forth above, hereinabove stated or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of Americawhich the Administrative Agent may designate, less any credits of the net awards or net proceeds allowed against the applicable purchase price Lease Balance and related amounts required to be paid pursuant to Sections 10.1 and 10.2, the provisions of paragraph 14, and Landlord shall concurrently deliver Default Payment Amount pursuant to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the PremisesSection 13.1 hereof, or such Sitethe Net Sale Proceeds pursuant to Section 14.3 hereof and other related amounts, if any, under Section 14.3 hereof, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a)case may be; and
(ii) Lessor shall execute and deliver to Lessee or such other instruments third party, as shall be necessary to transfer to Tenant the case may be, a good and sufficient quitclaim deed or its designee any other property (or rights to any net proceeds or net award not yet received by Landlordspecial warranty deed, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents instrument or instruments as may be necessary appropriate, which shall transfer all of the Lessor's right, title and interest in and to the Leased Property, free of Lessor Liens, but otherwise without representation or proper warranty whatsoever. In the case of a sale of the Leased Property to Lessee pursuant to Sections 10.1 or 10.2 hereof, Lessor shall also assign to Lessee Lessor's interest in any insurance proceeds or condemnation awards, respectively. In the case of a sale of the Leased Property to a third party, Lessee shall be responsible for the issuance satisfaction of all conditions to the consummation of such sale including, without limitation, the foregoing status of title insuranceand Liens (other than Lessor Liens); and and
(iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow feesbut not limited to all transfer taxes, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes, except for any net income or profit taxes of Lessor, the Administrative Agent, the Partners and the Lenders and reasonable attorneys' fees and expenses such parties; and
(iv) Lessee shall pay to the Administrative Agent, as assignee of Lessor, all Basic Rent, and to the Administrative Agent or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed whichever party is entitled thereto all Additional Rent, Breakage Costs, if any, and other instruments. Only upon sums payable by Lessee under this Lease or under any other Operative Document, due and payable through the completion of Tenant’s date Lessee purchases the Leased Property or such third party purchases the Leased Property; and
(or, in the case of an EAP Sale, the relevant third party’sv) purchase of all of the Premises, including all Sites, but not prior theretoExcept as otherwise provided herein, this Lease and all obligations hereunder shall terminate (including and be of no further force and effect with respect to the obligations to pay Rent) pursuant to this paragraph 29, except any obligations Leased Property following satisfaction of the foregoing and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlordhereof.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Leased Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Article 15 shall apply.
(b) On the dosing date fixed for the purchase of Lessor's interest in the Leased Property.
(i) Lessee shall pay to Lessor, or as Lessor directs, in lawful money of the United States-in-immediately available funds, at Lessor's address hereinabove stated or at any other place in the United States which Lessor may designate, an amount equal to the purchase price described in such provision;
(ii) Lessor shall execute and deliver to Lessee a limited warranty deed, sufficient to convey insurable title to the Leased Property, and an assignment and such other instrument or instruments as may be appropriate and customary in accordance with prevailing local conveyancing practices which shall transfer all of Lessor's interest in the Leased Property, including, without limitation, a xxxx of sale to the extent applicable, in each case free and clear of any Mortgage or liens (except the liens described in (C) below), but subject to (A) any encumbrances existing on the date first day of the closing Term, (B) Permitted Encumbrances (other than any Mortgage and any assignments of this Lease), (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the beginning of the Term (other than those created or caused by or through Lessor without the consent of Lessee, and other than any Mortgage and any assignments of this Lease), and (D) all Legal Requirements;
(iii) Lessee shall pay all reasonable charges incident to such purchasetransfer or the termination of the Lease which are incurred by Lessor, Lessor's Mortgagee or Lessee, including but not limited to all transfer taxes, conveyance fees, recording fees, escrow fees, title insurance premiums and federal, state and local taxes (except for any net income or profit taxes of Lessor or Lessor's Mortgagee) and reasonable attorneys' fees and expenses of Lessor's counsel and counsel to Lessor's Mortgagee;
(iv) Lessee shall pay to Landlord (in addition to payment of the applicable purchase price) Lessor all Basic Rent, Additional Rent and other sums then payable by Lessee under this Lease, due and owing by Tenant to Landlord hereunder relating to the property purchased payable through the date Lessee purchases Lessor's interest in the Leased Property; and
(v) Lessor's transfer of its ownership in the Leased Property shall be on an as-is basis, without any representation or warranty, either express or implied, as to the design, condition, quality, capacity, merchantability, habitability, durability, suitability or fitness of the closing of such purchaseLeased Property for any particular purpose, or any other matter concerning the Leased Property or any portion thereof.
Appears in 1 contract
Samples: Lease Agreement (Bway Corp)
Purchase Procedure. (a) In the event of the purchase of the Premises or Lessor's interest in any Site Leased Property by Tenant Lessee pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer the terms and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes conditions of this paragraph 29Article 16 shall apply.
(b) Upon On the closing date fixed for any such the purchase of Lessor's interest in any or all of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant Leased Properties:
(i) Lessee shall pay to Landlord or to any Person to whom Landlord directs paymentLessor, in lawful money of the United States in immediately available funds, at Landlord’s Lessor's address set forth above, hereinabove stated or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States which Lessor may designate, the Purchase Price pursuant to Article 28 or Termination Value and related amounts required to be paid pursuant to paragraph (c) of AmericaArticle 12, or Articles 22, 37 or 38, whichever is applicable, or, in the case of a purchase of less any credits than all of the net awards or net proceeds allowed against Leased Properties, the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a)Allocable Percentage thereof; and
(ii) Lessor shall execute and deliver to Lessee good and sufficient special warranty deeds, assignments or such other instrument or instruments as may be appropriate, which shall be necessary transfer all of Lessor's interest in certain or all of the Leased Properties, as appropriate, including any rights of Lessor against any party through whom Lessor derived its title to transfer such Leased Properties, subject to Tenant (A) any encumbrances existing on the Basic Term Commencement Date with respect thereto, (B) Permitted Encumbrances as defined in clauses (a) through (c), (g) and (h) of the definition thereof, (C) all liens, encumbrances, charges, exceptions and restrictions attaching to any Leased Property after the Basic Term Commencement Date with respect thereto (other than those created or its designee caused by or through Lessor or Indenture Trustee without the consent of Lessee), and (D) all Legal Requirements. In the case of a purchase of Lessor's interest in any other property Leased Property by Lessee pursuant to paragraph (or c) of Article 12 hereof, Lessor shall also pay to Lessee the Net Award, if any, in respect of each such Leased Property and assign to Lessee all rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurancereceived; and and
(iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow feesbut not limited to all transfer taxes, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes, except for any net income or profit taxes or deed stamps which may be incurred or imposed by reason of such conveyance Lessor, the Indenture Trustee and transfer and/or by reason the Registered Owners of the delivery Notes and reasonable attorneys' fees and expenses of said deed counsel for Lessor, the Indenture Trustee and the Registered Owners of the Notes; and
(iv) Lessee shall pay to Lessor all Basic Rent, Additional Rent and other instruments. Only upon sums payable by Lessee under this Lease relating to such Leased Properties, due and payable through the completion of Tenant’s date Lessee purchases Lessor's interest in such Leased Properties; and
(or, in the case of an EAP Sale, the relevant third party’sv) purchase of all of the Premises, including all Sites, but not prior theretoExcept as otherwise provided herein, this Lease and all obligations hereunder shall terminate (including the obligations and be of no further force and effect with respect to pay Rent) each Leased Property purchased by Lessee pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordArticle 16.
(c) No apportionment Prior to (i) any purchase by Lessee or any third party of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event fewer than all of the purchase of the Premises or any Site by Tenant Leased Properties pursuant to any term or provision of this Lease or (ii) any purchase by a third party of a Leased Property and substitution therefor of Leased Properties pursuant to Article 38 of this Lease (whereby a Substitution Adjustment is required to be paid by Lessee), the following conditions shall have been satisfied:
(i) Lessor shall have provided Lessee, at the cost of Lessee, with revised versions of Schedules X, X, X, X, X, X, X, and J and Appendix I to this Lease, Tenant shallreflecting the changes to be made therein, on taking into account such purchase or substitution and, if applicable, the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord any amount payable hereunder relating to the property purchased through the date of the closing of such purchase.including, without limitation, Article 37
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase by the Tenant of the Leased Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 any provision of this Lease, the terms and conditions of this Section 28 shall apply. At a time and place and the date fixed for such purchase in this Lease, or at such other place, time or date as the Landlord need not and the Tenant shall mutually agree: (i) the Tenant shall pay the purchase price to the Landlord by wire transfer and convey of immediately available federal funds, in lawful money of the United States, to Tenant an account or its designee any better title thereto than that which was transferred and conveyed to accounts designated by the Landlord, together with all Basic Rent, Additional Rent, and Non-Rent Monetary Obligations accrued and unpaid as of such date, subject in the case of a purchase of the Leased Premises pursuant to Section 12, to the reduction of the purchase price of the Leased Premises by the Landlord's application to the payment of such purchase price of the amount of any Award paid to and retained by the Landlord or Lender with respect to the Leased Premises; and (ii) the Landlord shall execute and deliver to the Tenant a grant deed (or its designeeother form appropriate for the applicable jurisdiction) shall accept in recordable form, and such title, subject, howeverother instrument or instruments as may be appropriate, to all Liens, exceptions and restrictions on, against or relating transfer the Leased Premises to the Premises Tenant free and clear of all material liens (other than Permitted Encumbrances, liens created or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against suffered through or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant, and any installment of Taxes due and payable after the Commencement Date and this Lease), together with such evidence of the Landlord's authority to sell the Leased Premises to the Tenant, and of the authorization of the sale of the Leased Premises, and the execution and delivery of the deed by the Landlord, and of such other matters as the Tenant or may reasonably request, all of which shall be reasonably satisfactory to the Tenant in form and substance, and a certification of non-foreign status as a result required by the Foreign Investment in Real Property Tax Act and the regulations promulgated thereunder and any similar certificates required by the State. In the case of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Leased Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any Section 12, the Landlord shall also pay to the Tenant the Award received by the Landlord and not previously applied to Restoration or paid to the Tenant by the Landlord with respect to the Leased Premises (unless the Tenant shall have received a credit against the purchase price in respect thereof or, if payment of the Award has not been made as of the closing of the purchase of the Leased Premises, assigned to the Tenant the right to receive the Landlord's portion of the Award relating to the Leased Premises or any Site may, at when such Award is paid).
(b) In the election case of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment purchase pursuant to this Lease to reflect any change in under Section 12(b), the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, all recording fees, reasonable attorneys' fees, costs and expenses, title insurance premiums premiums, if any, survey costs and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of other similar taxes (the delivery of said deed and other instruments"Transaction Costs"). Only upon the completion of Tenant’s (orHowever, in the case of an EAP Salea purchase pursuant to the exercise of Tenant's right of first refusal under Section 27 of this Lease, the relevant third party’s) purchase of all Tenant shall pay only those Transaction Costs to be paid by a purchaser under the terms set forth in Landlord's notice of the Premises, including all Sites, but not prior thereto, terms of such proposed transfer in accordance with Section 27. (c) In the event of the termination of this Lease and all obligations hereunder shall terminate (including with respect to the obligations to pay Rent) pursuant to this paragraph 29Leased Premises as herein provided, except any the obligations and liabilities of the Landlord and the Tenant, as the case may be, whether actual or contingent, under this Lease, which (a) Lease that arose on at or prior to such date or purchase or (b) termination and that are expressly stated herein to survive the termination of this Lease. In the event that the completion of such purchase Lease shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownersurvive termination.
(d) In The Tenant shall execute and deliver to the event Landlord an environmental indemnity agreement, in form, scope and substance reasonably acceptable to the Landlord, pursuant to which the Tenant shall agree to be liable for and pay, and shall indemnify, hold harmless and defend Landlord from and against, any Claim arising under environmental Legal Requirements from and after the effective date of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseSection 28. 29.
Appears in 1 contract
Samples: Lease (Beckman Coulter Inc)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph paragraphs 14, 30 30, 31 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liensliens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liensliens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts or omissions of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph paragraphs 14, 30, or 31 and 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writingLandlord, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently thereupon deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any such change in the Premises and Rent rendered necessary as a result of such purchaseRent. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29), except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) . No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(dc) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises Lessor's interest in a Leased Property or any Site by Tenant in Equipment pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) such Lessee shall accept from Lessor and Lessor shall convey such titleLeased Property or Equipment, subjectas the case may be, howeverby a duly executed and acknowledged special warranty deed and quit claim bill of sale of such Leased Property or Equipment, to all Liensas the case may be, exceptions and restrictions onxx recordable form, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of Lessor's interest in Leased Property hereunder, the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant related Lessee(s) shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed Agent (or local equivalentLessor if the Loans have been paid in full) which describes any of the Premises, Lease Balance or such SiteLeased Property Balance, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee including any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord amount due pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition Section 7.5 of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant , by wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by such Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents and (iv) if such Leased Property is subject to a Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Each Lessee shall, at such Lessee's sole cost and expense, obtain all charges required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessees shall pay prior to transfer all reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special warranty deed and quit claim bxxx of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, the related Lessee(s) shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjectas applicable, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing Operative Documents and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant (iv) if such Leased Property is subject to a mortgage Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or other Lien securing termination of such financing for purposes of this paragraph 29Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlord’s address set forth abovesuch Lessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey to Tenant or its designee any better title thereto than that which was transferred such Leased Property by a duly executed and conveyed to Landlord, and Tenant acknowledged special (or its designeelimited) warranty deed and quit claim xxxx of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, the related Lessee(s) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating pay to the Premises or such Site and to all applicable laws, but free order of the Lien of and security interest created by Agent (or Lessor if the Loans have been paid in full) the Lease Balance or Leased Property Balance, as applicable, including any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating amount due pursuant to any Section 7.5 of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant Operative Documents, (iv) if such Leased Property is subject to a mortgage Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or other Lien securing termination of such financing for purposes Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease and, if such Ground Lease is assigned, assume all obligations thereunder and (v) if such Leased Property is subject to IDB Documentation, Lessor will execute and deliver to the related Lessee, and the related Lessee shall accept, an assignment and assumption of this paragraph 29such IDB Documentation to and by such related Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such IDB Documentation.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlord’s address set forth abovesuch Lessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord Applicable Law, and Lessor shall cooperate with such Lessee upon such Lessee's request in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts connection therewith; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of between Lessees on the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completedone hand, and the prorated unapplied balance shall Funding Parties on the other hand, be deducted from borne entirely by and paid by the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In the event of the If a Lessee shall purchase of the Premises or any Site by Tenant Lessor's ------------------ interest in a Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) such Lessee shall accept from Lessor and Lessor shall convey such Leased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of such a Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in Leased Property hereunder, the related Lessee(s) shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance or Leased Property Balance, subjector the Fair Market Sales Value, howeveras applicable, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5 of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, (iii) Lessor will execute and deliver to the related Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing Operative Documents and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant (iv) if such Leased Property is subject to a mortgage Ground Lease, Lessor will execute and deliver to the related Lessee an assignment or other Lien securing termination of such financing for purposes of this paragraph 29Ground Lease, as directed by such Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentEach Lessee shall, at Landlord’s address set forth abovesuch Lessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of such purchase and sale, the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessees shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, each Lessee's attorneys' fees, Lessor's attorneys' fees, commissions, each Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessees.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Properties to the Lessees, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Properties, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Properties prior to termination being liable for payment thereof during payable by the Term Lessees hereunder and all due after such time being payable by the Lessees as Tenant and being liable thereafter as owner.
(d) In the event then owners of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Properties.
Appears in 1 contract
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event Leased Property pursuant to any provision of this Lease (other than as provided in Section 15.3), (i) Lessee shall accept from Lessor, and Lessor shall convey to Lessee, such Leased Property by one or more duly executed and acknowledged special warranty deeds of such Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in such Leased Property hereunder, Lessee shall pay to the order of Lessor the Lease Balance by wire transfer of federal funds and (iii) Lessor shall convey to Lessee Lessor's entire interest in all of the purchase Leased Property via the special warranty deed or deeds described above and Lessor will execute and deliver to Lessee such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by any escrow agent in order to close escrow in connection with such conveyance and issue to Lessee an ALTA owner's title policy subject only to (A) the exceptions set forth on Schedule B of the Premises Title Policy for each Property other than the Mortgage(s) therefor and the Assignment of Lease and Rents, (B) such exceptions created or caused by Lessee, or otherwise resulting from any Site act or failure to act by Tenant pursuant Lessee, or consented to paragraph 14, 30 or 32 of this Lease, Landlord need by Lessee and (C) taxes and assessments not transfer yet due and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29payable.
(b) Upon In the date fixed for any such purchase event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address conditions set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: clauses (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed special or limited warranty deed or deeds in recordable form, and Lessor will execute and deliver to such purchaser (or local equivalentthe Lessee, as appropriate) which describes any such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owner's title insurance policy subject only to (i) the exceptions set forth on Schedule B of the PremisesTitle Policy, or such Siteother than the Mortgage(s) therefor and the Assignment of Lease and Rents, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary exceptions created or caused by Lessee, or otherwise resulting from any act or failure to transfer act by the Lessee, or consented to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; Lessee and (iii) any net award or net proceeds received by Landlord, if applicable, taxes and assessments not credited to Tenant against the applicable purchase price yet due and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site maypayable.
(c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. In the election of either partyevent that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownerLessee.
(d) In Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the event title to the Leased Property to Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Master Lease and Development Agreement (Atria Communities Inc)
Purchase Procedure. 2.1 From time to time on and after the Effective Date and prior to the termination of this Agreement in accordance with (ai) the Drafts Presentation Schedule and (ii) Section 6 herein, the Seller shall offer to sell to the Purchaser one or more Drafts (each, a “Proposed Draft”) each in the Draft Presentation Amount or greater which request shall made by the Seller by email transmission (each, a “Purchase Request”).
2.2 No later than 11:00 a.m., New York City time on the Business Day following a Purchase Request and subject to the terms and conditions contained in this Agreement, the Purchaser shall offer to purchase a Proposed Draft as to which all conditions set forth in Section 3 have been met to the Purchaser’s satisfaction. To the extent that the Purchaser agrees that all conditions set forth in Section 3 have been met to the Purchaser’s satisfaction, the Purchaser shall provide to the Seller via email transmission an irrevocable purchase offer in the form set forth in Exhibit B hereto (or such other form as shall be agreed between the Seller and the Purchaser from time to time) (a “Discounting Offer”), executed by the Purchaser and with the pdf signature page attached thereto, which shall set forth, with respect to each Proposed Draft, the face amount, the maturity date, the Discount Rate and the Purchase Price for such Proposed Draft. In the event the Purchaser shall have made a Discounting Offer with respect to any Proposed Draft, such Discounting Offer shall remain in effect until 5:00 p.m., New York City time, on the same Business Day as such Discounting Offer is made (the “Acceptance Deadline”).
2.3 Once the Seller elects to accept a Discounting Offer, such acceptance shall be irrevocable and binding on the Seller. To accept a Discounting Offer with respect to any Eligible Draft, the Seller shall provide written notice thereof prior to the Acceptance Deadline via email transmission which acceptance must be accompanied by a copy of a remittance letter accepting such Discounting Offer, which remittance letter shall be in the form of Exhibit C hereto or such other form as shall be acceptable to the Purchaser and the Seller (a “Remittance Letter”), executed by the Seller and with the pdf signature page attached thereto. Such Remittance Letter shall direct the Purchaser to utilize its power of attorney under Section 2.7 to execute such Eligible Draft on behalf of the purchase Seller as drawer and indorse such Eligible Draft on behalf of the Premises or any Site Seller, upon payment by Tenant pursuant to paragraph 14, 30 or 32 the Purchaser of this Lease, Landlord need the Purchase Price for such Eligible Draft (each a “POA Draft”). If a Discounting Offer shall not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating have been accepted by the Seller as provided above prior to the Premises or Acceptance Deadline, such Site Discounting Offer shall be deemed rejected by the Seller and shall cease to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29be in effect.
(b) Upon 2.4 Promptly after such acceptance, the date fixed for any such purchase of Seller shall deliver by hand delivery or overnight courier service to the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentPurchaser, at Landlordthe Purchaser’s address set forth above, or at any other place designated by Landlord provided in writingSection 8.6, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time originals of such payment shall be legal tender for the payment each of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any the Eligible Draft that is the subject of the Premisessuch Discounting Offer, or such Siteother form as shall be acceptable to the Purchaser, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; related Remittance Letter and (iii) any net award and the Draft Acceptance Confirmation with respect to such Eligible Draft, which shall be in the form of Exhibit D hereto, or net proceeds received such other form as shall be acceptable to the Purchaser, and shall have been executed by Landlordeach Customer (it being understood that such documents may, if applicablefor administrative convenience, not credited to Tenant against the applicable purchase price and required to be delivered to the Purchaser by Landlord to Tenant pursuant to this LeaseSES). Any closing For the avoidance of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change doubt in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
foregoing documents (ci) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchase.through
Appears in 1 contract
Samples: Purchase Agreement (Harmonic Inc)
Purchase Procedure. (a) In the event of the purchase of Landlord's interest in the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30Leased Property, or 32 of this Leaseeither Parcel, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, the terms and conditions of this Article 16 shall apply.
(b) On the closing date fixed for the purchase of Landlord's interest in the Leased Property or either Parcel:
(i) Tenant shallshall pay to Landlord, in lawful money of the United States, at Landlord's address hereinabove stated or at any other place in the United States which Landlord may designate, the purchase price; and
(ii) Landlord shall execute and deliver to Tenant a good and sufficient deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord's interest in the Leased Property or Parcel, subject to (A) any encumbrances existing on the Commencement Date hereof, (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property or Parcel after the Commencement Date which shall not have been created or caused by Landlord unless consented to by Landlord, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect. In the case of a purchase of Landlord's interest in the Leased Property or Parcel by Tenant pursuant to paragraph (b) of Article 12 hereof, Landlord shall also pay to Tenant the Net Award, if any.
(c) Tenant shall pay all charges incident to such transfer, including but not limited to all transfer taxes, recording fees, attorneys' fees and expenses, including, but not limited to, Landlord's attorney's fees and expenses, title insurance premiums and federal, state and local taxes, except for any net income or profit taxes of Landlord.
(d) Tenant shall pay to Landlord all Basic Rent and Additional Rent due and payable on the date of Tenant purchases Landlord's interest in the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property or Parcel.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security Lessor's interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing Property by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site by Tenant Lessee pursuant to any provision of this Lease, Tenant shallthe terms and conditions of this Section 22.1 shall apply.
(a) On the closing date fixed for the purchase of Lessor's interest in the Property:
(i) Lessee shall pay to Lessor, on the date in lawful money of the closing of such purchaseUnited States, pay to Landlord (at Lessor's address hereinabove stated or at any other place in addition to payment of the United States which Lessor may designate, the applicable purchase price) , including all Rent and other sums then costs due as of such Closing; and
(ii) Lessor shall execute and owing deliver to Lessee a deed with covenants against grantor's acts, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Lessor's interest in the Property, subject to, (A) Permitted Liens (except for any mortgage indebtedness of Lessor if the sale is pursuant to Article 12), (B) any mortgage or deed of trust encumbering the Property which are to be assumed by Tenant the terms of the Offer (unless Lessee elects to Landlord hereunder relating satisfy the same in accordance with the loan documents evidencing such financing, including the payment of all fees and expenses of Lessor's lender and any yield maintenance or prepayment fees), (C) all liens, encumbrances, charges, exceptions and restrictions attaching to the property purchased through Property after the date Closing Date which shall not have been created or caused by Lessor {unless consented to by Lessee), and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect.
(iii) Lessee shall pay all costs, charges and expenses incident to such transfer, including, without limitation, all recording fees, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes.
(iv) In the event Lessor and Lessee enter into a purchase agreement for the sale of the closing Property, Lessor agrees to cause the entity that owns the Property to be sold to Lessee, in lieu of a sale of the Property to Lessee, in the event (i) Lessee requests Lessor so to do; and (ii) the sale of the interests in Lessor {rather than the Property) to Lessee shall not impose any obligations on Lessor that would not be imposed had Lessor sold the Property, will not decrease any rights Lessor would have had Lessor sold the property, and will not create any increased possibility of additional liability to Lessor (including without limitation, for ongoing corporate acts, Taxes, etc.), all as shall be reasonably evidenced to Lessor by certificates, affidavits, opinions or otherwise. Lessor agrees to cooperate with Lessee in effectuating such purchasea transfer of equity interests, subject to the terms hereof.
Appears in 1 contract
Samples: Lease Agreement (Griffin Capital Essential Asset REIT II, Inc.)
Purchase Procedure. (a) In the event of the purchase of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designee) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts interest in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as owner.
(d) In the event of the purchase of the Premises or any Site Leased Property by Tenant pursuant to any provision of this Lease, the terms and conditions of this Article 17 shall apply.
(b) On the closing date fixed for the purchase of Landlord’s interesting the Leased Property:
(i) Tenant shallshall pay to Landlord, in lawful money of the United States, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate, the purchase price; and
(ii) Landlord shall execute and deliver to Tenant a grant deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Leased Property or portion thereof being sold subject to, (A) Permitted Encumbrances (except free of the lien of any mortgage indebtedness incurred, other than with respect to a purchase under Article 16), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Leased Property after the Commencement Date which shall not have been created or caused by Landlord unless consented to by Tenant, and (C) all applicable laws, rules, regulations, ordinances and governmental restrictions then in effect. In the case of a purchase of Landlord’s interest in the Leased Property by Tenant pursuant to paragraph (c) of Article 13 hereof, Landlord shall also pay to Tenant the Net Award, if any.
(c) Tenant shall pay all costs, charges and expenses of Landlord and Landlord’s mortgagee (other than any prepayment premiums or penalties imposed by any such mortgagee) incident to such transfer including, without limitation, all recording fees, reasonable attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes, except in the case of a purchase by Tenant pursuant to Article 16, in which case costs and expenses will be allocated between Landlord and Tenant in the same manner as was provided for in the Third Party Offer.
(d) Tenant shall pay all Basic Rent and Additional Rent due and payable on the date of Tenant purchases Landlord’s interest in the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Lease Agreement (Wells Real Estate Investment Trust Inc)
Purchase Procedure. (a) In If the event Lessee shall purchase the Lessor's interest in the Leased Property pursuant to any provision of this Lease (other than as provided in SECTION 15.3 hereof), (i) the Lessee shall accept from the Lessor, and the Lessor shall convey to the Lessee, a conveyance of the Property or Properties to be purchased pursuant to the provisions of SECTION 15.1, or, in any other case, of all the Leased Property, by a duly executed and acknowledged special warranty deed in recordable form, (ii) upon the date fixed for any purchase hereunder of the Premises or Lessor's interest in any Site by Tenant Property pursuant to paragraph 14SECTION 15.1, 30 and in any other case, the Leased Property, the Lessee shall pay to the order of the Lessor the applicable purchase price for the Property, or 32 all the Leased Property, as the case may be, by wire transfer of this Lease, Landlord need not transfer federal funds and (iii) the Lessor shall convey to Tenant or its designee any better title thereto than that which was transferred the Lessee the Lessor's interest in the Leased Property via the special warranty deed described above and conveyed the Lessor will execute and deliver to Landlordthe Lessee such other documents as may be legally required in order to effect such conveyance, and Tenant (or its designee) shall accept such title, subject, however, other documents as may be required by the escrow agent in order to all Liens, exceptions close escrow and restrictions on, against or relating issue to the Premises or Lessee an ALTA owners title policy in respect of such Site and Property subject only to all applicable laws, but free (A) the exceptions set forth on Schedule B of the Lien Title Policy other than the applicable Mortgage and the Assignment of Lease and security interest Rents, (B) such exceptions created or caused by the Lessee, or otherwise resulting from any act or failure to act by the Lessee, or consented to by the Lessee and all Mortgages (unless expressly assumed by TenantC) taxes and Liens, exceptions assessments not yet due and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29payable.
(b) Upon In the date fixed for any such purchase event that the Lessee exercises the Remarketing Option pursuant to SECTION 15.6 hereof and fulfills all of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address conditions set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: CLAUSES (i) through (xiii) thereof (collectively, the "Remarketing Conditions"), and if the Lessor does not reject the purchase offer for the Leased Property as provided in SECTION 15.6 (xi) hereof, then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, the Lessor shall convey to such purchaser the Lessor's interest in the Leased Property by a special or limited warranty duly executed and acknowledged trustee's fiduciary deed in recordable form, and the Lessor will execute and deliver to such purchaser (or local equivalentthe Lessee, as appropriate) which describes any such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owners title insurance policy for each Parcel subject only to (i) the exceptions set forth on Schedule B of the PremisesTitle Policy, or such Siteother than the applicable Mortgage and the Assignment of Lease and Rents, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary exceptions created or caused by the Lessee, or otherwise resulting from any act or failure to transfer act by the Lessee, or consented to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; Lessee and (iii) any net award or net proceeds received by Landlord, if applicable, taxes and assessments not credited to Tenant against the applicable purchase price yet due and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site maypayable.
(c) The Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. In the election of either partyevent that the Lessor is required by Applicable Law to take any action in connection with such purchase and sale, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by the Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, the Lessee's attorneys' fees, the Lessor's reasonable attorneys' fees, commissions, the Lessee's and the Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownerLessee.
(d) In the event Upon expiration or termination of this Lease resulting in conveyance of the purchase Lessor's interest in the title to the Leased Property to the Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by the Lessee hereunder and all due after such time being payable by the Lessee as the then owner of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Purchase Procedure. (a) In If Lessee shall purchase Lessor's ------------------ interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer (i) Lessee shall accept from Lessor and Lessor shall convey the Leased Property by a duly executed and acknowledged special warranty deed and quit claim xxxx of sale of the Leased Property in recordable form, (ii) upon the date fixed for any purchase of Lessor's interest in the Leased Property hereunder, Lessee shall pay to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant the order of the Agent (or its designeeLessor if the Loans have been paid in full) shall accept such titlethe Lease Balance, subject, however, plus any amount due pursuant to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free Section 7.5(b) of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or Master ---- Agreement as a result of a default such purchase by Tenant under this Lease wire transfer of immediately available funds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or are otherwise as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the responsibility Liens of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29Operative Documents.
(b) Upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs paymentLessee shall, at Landlord’s address set forth aboveLessee's sole cost and expense, or at any other place designated obtain all required governmental and regulatory approval and consents and shall make such filings as required by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts Applicable Law; in the United States of America, less event that Lessor is required by Applicable Law to take any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord action in connection with its acquisition of the Premises such purchase and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlordsale, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's attorneys' fees reasonably and actually incurred, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the title to the Leased Property to Lessee, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by Lessee hereunder and all due after such time being payable by Lessee as the Term as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Purchase Procedure. (a) In The Shares are being offered by Cormark Securities Inc. and its U.S. affiliate, Cormark Securities (USA) Limited (collectively, the event "Underwriters"). The completion of the purchase and sale of the Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant Units (or its designeethe "Closing") shall accept such titletake place at a place and time (the "Closing Date") to be specified by the Company and the Underwriters in accordance with Rule 15c6-1 promulgated under the Securities Exchange Act of 1934, subject, however, to all Liens, exceptions and restrictions on, against or relating to as amended (the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29"Exchange Act").
(b) Upon satisfaction or waiver of all the date fixed for any such purchase of conditions to closing set forth in the Premises or any Site pursuant to paragraph 14Offering Statement and the underwriting agreement between the Company and the Underwriters, 30at the Closing, or 32 of this Lease, Tenant (i) the Subscriber shall pay to Landlord the Purchase Price by check or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other wire transfer of immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14Underwriters, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as the Underwriters shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of cause the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required Shares to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established Subscriber with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of the delivery of said deed the Unit Shares to be made through The Depository Trust Corporation ("DTC") electronic settlement and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premisesthrough DTC participants, including all Sitesthe non-certificated inventory system of CDS Clearing and Depositary Services Inc. ("CDS"). The Underwriters and any participating broker dealers shall confirm, but not prior thereto, this Lease and all obligations hereunder shall terminate (including via the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual selected dealer agreement or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event master selected dealer agreement that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlordit will comply with Exchange Act Rule 15c2-4.
(c) No apportionment The Subscriber shall receive notice and evidence of any Impositions the digital entry of the number of the Shares owned by the Subscriber reflected on the books and records of the Company and verified by Computershare Investor Services Inc. ("Transfer Agent"), which books and records shall be made bear a notation that the Shares were sold in reliance upon such purchase, Tenant being liable for payment thereof during Regulation A under the Term as Tenant and being liable thereafter as ownerSecurities Act.
(d) In The Warrants will only be delivered in certificated form such as via Computershare's Quickcert System or on a non-certificated basis under a Direct Registration System (DRS) maintained by the event Warrant Agent, and the Subscriber shall receive notice and evidence of the purchase digital entry of the Premises or any Site number of the Warrants owned by Tenant pursuant to any provision of this Lease, Tenant shall, the Subscriber reflected on the date books and records of the closing of such purchaseCompany and verified by the Warrant Agent, pay to Landlord (which books and records shall bear a notation that the Warrants were sold in addition to payment of reliance upon Regulation A under the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseSecurities Act.
Appears in 1 contract
Purchase Procedure. (a) In If Lessee shall purchase Lessor's interest in the event of the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this LeaseLease (other than as provided in Section 15.3), Landlord need not transfer (i) Lessee shall accept from Lessor, and Lessor shall convey to Tenant Lessee, such Leased Property by one or its designee any better title thereto than that which was transferred more duly executed and conveyed to Landlordacknowledged special warranty deeds of such Leased Property in recordable form, and Tenant (or its designeeii) shall accept such title, subject, however, to all Liens, exceptions and restrictions on, against or relating to the Premises or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of the Premises or any Site pursuant to paragraph 14Lessor's interest in such Leased Property hereunder, 30, or 32 of this Lease, Tenant Lessee shall pay to Landlord the order of Lessor the Total Lease Balance by wire transfer of federal funds and (iii) Lessor shall convey to Lessee Lessor's entire interest in all of the Leased Property via the special warranty deed or deeds described above and Lessor will execute and deliver to any Person Lessee such other documents as may be legally required in order to whom Landlord directs paymenteffect such conveyance, at Landlord’s address and such other documents as may be
(b) In the event that Lessee exercises the Remarketing Option pursuant to Section 15.6 and fulfills all of the conditions set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: clauses (i) through (xiii) thereof, and if Lessor does not reject the purchase offer for the Leased Property as provided in Section 15.6 (xi), then upon payment of the purchase price and the satisfaction by such purchaser of all of the applicable closing conditions, Lessor shall convey to such purchaser Lessor's interest in the Leased Property by a duly executed special or limited warranty deed or deeds in recordable form, and Lessor will execute and deliver to such purchaser (or local equivalentthe Lessee, as appropriate) which describes any such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by such purchaser's title insurance company in order to issue to such purchaser an ALTA owner's title insurance policy subject only to (i) the exceptions set forth on Schedule B of the PremisesTitle Policy, or such Siteother than the Mortgage therefor and the Assignment of Lease and Rents, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary exceptions created or caused by Lessee, or otherwise resulting from any act or failure to transfer act by the Lessee, or consented to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; Lessee and (iii) any net award or net proceeds received by Landlord, if applicable, taxes and assessments not credited to Tenant against the applicable purchase price yet due and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site maypayable.
(c) Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and shall make such filings as required by Applicable Law. In the election of either partyevent that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary as a result of such purchase. Tenant Lessee shall pay all costs incurred by Lessor in connection therewith. In addition, all charges incident to such conveyance and transferconveyance, including Landlord’s counsel including, without limitation, Lessee's attorneys' fees, Lessor's reasonable attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable borne entirely and paid by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownerLessee.
(d) In Upon expiration or termination of this Lease resulting in conveyance of Lessor's interest in the event title to the Leased Property to Lessee, there shall be no apportionment of taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being payable by Lessee hereunder and all due after such time being payable by Lessee as the then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Samples: Master Lease and Development Agreement (Eagle Usa Airfreight Inc)
Purchase Procedure. (a) In If the event of Lessee shall purchase Lessor’s interest in the purchase of the Premises or any Site by Tenant Leased Property pursuant to paragraph 14, 30 or 32 any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee any better title thereto than that which was transferred and conveyed to Landlord, and Tenant (or its designeei) the Lessee shall accept such title, subject, however, to all Liens, exceptions from Lessor and restrictions on, against or relating to Lessor shall convey the Premises or such Site Leased Property by a duly executed and to all applicable laws, but free acknowledged special warranty deed and quit claim xxxx of sale of the Lien of and security interest created by any and all Mortgages Leased Property in recordable form, (unless expressly assumed by Tenantii) and Liens, exceptions and restrictions on, against or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant or as a result of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon upon the date fixed for any such purchase of Lessor’s interest in the Premises or any Site pursuant to paragraph 14Leased Property hereunder, 30, or 32 of this Lease, Tenant the Lessee shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits order of the net awards or net proceeds allowed against Agent the applicable purchase price Lease Balance, including any amount due pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any Section 7.5 of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any closing of the purchase of the Premises or any Site may, at the election of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment to this Lease to reflect any change in the Premises and Rent rendered necessary Master Agreement as a result of such purchase. Tenant , by wire transfer of immediately available funds and (iii) Lessor will execute and deliver to the Lessee such other documents, including releases, affidavits, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents.
(b) The Lessee shall, at the Lessee’s sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as required by Applicable Law; in the event that Lessor is required by Applicable Law to take any action in connection with such purchase and sale, the Lessee shall pay prior to transfer all charges reasonable out-of-pocket costs incurred by Lessor in connection therewith. Without limiting the foregoing, all costs incident to such conveyance and transferconveyance, including Landlordincluding, without limitation, the Lessee’s counsel attorneys’ fees, Lessor’s attorneys’ fees, commissions, the Lessee’s and Lessor’s escrow fees, recording fees, title insurance premiums and all applicable federal, state and local real estate documentary transfer or other transfer taxes or deed stamps which may and other taxes required to be incurred or paid in order to record the transfer documents that might be imposed by reason of such conveyance and transfer and/or by reason of the delivery of said such deed and other instruments. Only upon the completion of Tenant’s (or, in the case of an EAP Sale, the relevant third party’s) purchase of all of the Premises, including all Sites, but not prior thereto, this Lease and all obligations hereunder shall terminate (including the obligations to pay Rent) pursuant to this paragraph 29, except any obligations and liabilities of Tenant, actual or contingent, under this Lease, which (a) arose on or prior to such date or purchase or (b) survive termination of this Lease. In the event that the completion of such purchase shall be delayed other than through borne entirely by and paid by the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to LandlordLessee.
(c) No Upon expiration or termination of this Lease resulting in conveyance of Lessor’s interest in the title to the Leased Property to the Lessee, or such other Person as Lessee shall direct, there shall be no apportionment of any Impositions shall be made upon rents (including, without limitation, water rents and sewer rents), taxes, insurance, utility charges or other charges payable with respect to the Leased Property, all of such purchaserents, Tenant taxes, insurance, utility or other charges due and payable with respect to the Leased Property prior to termination being liable for payment thereof during payable by the Term Lessee hereunder and all due after such time being payable by the Lessee as Tenant and being liable thereafter as owner.
(d) In the event then owner of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseLeased Property.
Appears in 1 contract
Purchase Procedure. (a) In the event of the purchase by the Tenant of the Leased Premises or any Site by Tenant pursuant to paragraph 14, 30 or 32 any provision of this Lease, the terms and conditions of this Section 28 shall apply. At a time and place and the date fixed for such purchase in this Lease, or at such other place, time or date as the Landlord need not and the Tenant shall mutually agree:
(i) the Tenant shall pay the purchase price to the Landlord by wire transfer and convey of immediately available federal funds, in lawful money of the United States, to Tenant an account or its designee any better title thereto than that which was transferred and conveyed to accounts designated by the Landlord, together with all Basic Rent, Additional Rent, and Non-Rent Monetary Obligations accrued and unpaid as of such date, subject in the case of a purchase of the Leased Premises pursuant to Section 12, to the reduction of the purchase price of the Leased Premises by the Landlord's application to the payment of such purchase price of the amount of any Award paid to and retained by the Landlord or Lender with respect to the Leased Premises; and
(ii) the Landlord shall execute and deliver to the Tenant a grant deed (or its designeeother form appropriate for the applicable jurisdiction) shall accept in recordable form, and such title, subject, howeverother instrument or instruments as may be appropriate, to all Liens, exceptions and restrictions on, against or relating transfer the Leased Premises to the Premises Tenant free and clear of all material liens (other than Permitted Encumbrances, liens created or such Site and to all applicable laws, but free of the Lien of and security interest created by any and all Mortgages (unless expressly assumed by Tenant) and Liens, exceptions and restrictions on, against suffered through or relating to any of the Premises or such Site which have been created by or resulted from acts of Landlord, Landlord’s Mortgagee or any Person lawfully acting by or through either of them, unless the same were created with the consent of Tenant, and any installment of Taxes due and payable after the Commencement Date and this Lease), together with such evidence of the Landlord's authority to sell the Leased Premises to the Tenant, and of the authorization of the sale of the Leased Premises, and the execution and delivery of the deed by the Landlord, and of such other matters as the Tenant or may reasonably request, all of which shall be reasonably satisfactory to the Tenant in form and substance, and a certification of non-foreign status as a result required by the Foreign Investment in Real Property Tax Act and the regulations promulgated thereunder and any similar certificates required by the State. In the case of a default by Tenant under this Lease or are otherwise the responsibility of the Tenant hereunder. Execution by Tenant of a consent to financing and a nondisturbance agreement pursuant to paragraph 27 shall not constitute the consent of Tenant to a mortgage or other Lien securing such financing for purposes of this paragraph 29.
(b) Upon the date fixed for any such purchase of the Leased Premises or any Site pursuant to paragraph 14, 30, or 32 of this Lease, Tenant shall pay to Landlord or to any Person to whom Landlord directs payment, at Landlord’s address set forth above, or at any other place designated by Landlord in writing, the applicable purchase price therefor specified herein, in federal or other immediately available funds which at the time of such payment shall be legal tender for the payment of public or private debts in the United States of America, less any credits of the net awards or net proceeds allowed against the applicable purchase price pursuant to the provisions of paragraph 14, and Landlord shall concurrently deliver to Tenant or (if Landlord is so directed in writing by Tenant) to Tenant’s nominee or designee: (i) a special or limited warranty deed (or local equivalent) which describes any of the Premises, or such Site, as applicable, then being sold to Tenant and conveys and transfers the title thereto which is described in paragraph 29(a); (ii) such other instruments as shall be necessary to transfer to Tenant or its designee any other property (or rights to any net proceeds or net award not yet received by Landlord, if applicable) then required to be transferred or sold by Landlord pursuant to this Lease, including a xxxx of sale, assignment of leases, assignment of intangibles and other documents of transfer similar to those delivered to Landlord in connection with its acquisition of the Premises and such other reasonable documents as may be necessary or proper for the issuance of title insurance; and (iii) any net award or net proceeds received by Landlord, if applicable, not credited to Tenant against the applicable purchase price and required to be delivered by Landlord to Tenant pursuant to this Lease. Any Section 12, the Landlord shall also pay to the Tenant the Award received by the Landlord and not previously applied to Restoration or paid to the Tenant by the Landlord with respect to the Leased Premises (unless the Tenant shall have received a credit against the purchase price in respect thereof or, if payment of the Award has not been made as of the closing of the purchase of the Leased Premises, assigned to the Tenant the right to receive the Landlord's portion of the Award relating to the Leased Premises or any Site may, at when such Award is paid).
(b) In the election case of either party, be effected through a customary “New York Style” closing escrow established with a nationally recognized title insurance company reasonably acceptable to Tenant. Additionally, Landlord and Tenant shall execute an amendment purchase pursuant to this Lease to reflect any change in under Section 12(b), the Premises and Rent rendered necessary as a result of such purchase. Tenant shall pay all charges incident to such conveyance and transfer, including Landlord’s counsel fees, escrow fees, all recording fees, reasonable attorneys' fees, costs and expenses, title insurance premiums premiums, if any, survey costs and all applicable federal, state and local real estate transfer taxes or deed stamps which may be incurred or imposed by reason of such conveyance and transfer and/or by reason of other similar taxes (the delivery of said deed and other instruments"Transaction Costs"). Only upon the completion of Tenant’s (orHowever, in the case of an EAP Salea purchase pursuant to the exercise of Tenant's right of first refusal under Section 27 of this Lease, the relevant third party’s) purchase of all Tenant shall pay only those Transaction Costs to be paid by a purchaser under the terms set forth in Landlord's notice of the Premises, including all Sites, but not prior thereto, terms of such proposed transfer in accordance with Section 27.
(c) In the event of the termination of this Lease and all obligations hereunder shall terminate (including with respect to the obligations to pay Rent) pursuant to this paragraph 29Leased Premises as herein provided, except any the obligations and liabilities of the Landlord and the Tenant, as the case may be, whether actual or contingent, under this Lease, which (a) Lease that arose on at or prior to such date or purchase or (b) termination and that are expressly stated herein to survive the termination of this Lease. In the event that the completion of such purchase Lease shall be delayed other than through the sole fault of Landlord, then the applicable purchase price payable by Tenant upon the purchase of the Premises or any Site pursuant to any provisions of this Lease shall, at Landlord’s sole option, be determined as of the actual date of such purchase by Tenant, provided that Tenant shall have paid to Landlord all Rent due and payable hereunder to and including such date. Any prepaid Fixed Rent or other prepaid sums paid to Landlord shall be prorated as of the date the purchase is completed, and the prorated unapplied balance shall be deducted from the applicable purchase price due to Landlord.
(c) No apportionment of any Impositions shall be made upon such purchase, Tenant being liable for payment thereof during the Term as Tenant and being liable thereafter as ownersurvive termination.
(d) In The Tenant shall execute and deliver to the event Landlord an environmental indemnity agreement, in form, scope and substance reasonably acceptable to the Landlord, pursuant to which the Tenant shall agree to be liable for and pay, and shall indemnify, hold harmless and defend Landlord from and against, any Claim arising under environmental Legal Requirements from and after the effective date of the purchase of the Premises or any Site by Tenant pursuant to any provision of this Lease, Tenant shall, on the date of the closing of such purchase, pay to Landlord (in addition to payment of the applicable purchase price) all Rent and other sums then due and owing by Tenant to Landlord hereunder relating to the property purchased through the date of the closing of such purchaseSection 28.
Appears in 1 contract
Samples: Lease (Beckman Coulter Inc)
