Sale of Undivided Interest; Termination Payment Sample Clauses

Sale of Undivided Interest; Termination Payment. (a) Subject to Section 7.4, the Lessee shall, as nonexclusive agent for the Lessor, use commercially reasonable efforts to solicit bids for the cash purchase of all of the Lessor’s right, title and interest in and to the Undivided Interest on the Termination Date. The Lessor may also solicit bids for the cash purchase of all of the Lessor’s right, title and interest in and to the Undivided Interest on the Termination Date independent of the Lessee. The Lessee or the Lessor, as the case may be, shall certify in writing to the other party within ten days after the Lessee’s or the Lessor’s, as the case may be, receipt of each bid the amount and terms of each bid received by it and the name and address of the Person submitting such bid. Subject to Section 7.4, in the event that the Lessee or the Lessor shall have obtained any such bids from any Person (other than the Lessee or an Affiliate of the Lessee) the Lessor shall sell all of its right, title and interest in and to the Undivided Interest on the Termination Date to such Person which shall have submitted the highest bona fide cash bid. Upon payment to the Lessor of the purchase price in immediately available funds (and all other amounts due pursuant to the next sentence) on the Termination Date, the Lessor shall sell to the highest bona fide bidder all right, title and interest of the Lessor in and to the Undivided Interest “as is” and “where is”, free and clear of Lessor’s Liens and Owner Participant’s Liens but otherwise without representation, warranty or recourse. This Lease and the obligations of the Lessee hereunder (other than those obligations which are expressly stated to survive termination of this Lease) shall terminate concurrently with such sale and such payment and the payment of the amounts described in the immediately succeeding sentence. As a condition to the sale of the Undivided Interest pursuant to the second preceding sentence, the Lessee shall pay on the Termination Date to the Lessor, in immediately available funds, the sum of (i) the excess, if any, of Base Termination Value computed as of the Termination Date over the net sales price (i.e., reduced by any costs, expenses and sales, transfer or similar Taxes incurred by the Lessor in connection with such sale) realized by the Lessor for the Undivided Interest (which shall in no event be a negative number), plus (ii) the amount set forth for the date of payment in the column captioned Lessee Section 467 Loan Balance on Schedule 2 re...