Common use of Tenant Purchase Option Clause in Contracts

Tenant Purchase Option. Tenant is hereby granted the right and option to purchase the Leased Property from Landlord. The purchase option may be exercised by Tenant during the period commencing on the date that is one hundred eighty (180) days, and ending on the date that is one hundred fifty (150) days, before each of (a) the Expiration Date, (b) the expiration of the First Renewal Term and (c) the expiration of the Second Renewal Term; provided, however, the purchase option may only be exercised under clauses (a) and (b) hereof if Tenant has not elected to renew this Lease for the First Renewal Term or the Second Renewal Term, as the case may be. Tenant shall exercise the purchase option by giving written notice thereof to Landlord either prior to or on the expiration date. Within thirty (30) days of the date that Tenant exercises the purchase option, Landlord shall sell the Leased Property to Tenant and Tenant shall purchase the Leased Property from Landlord at a purchase price based upon the Leased Property's fair market value at the time Tenant exercises the purchase option, determined in accordance with the provisions of Article 33 hereof. At the closing of the sale of the Leased Property to Tenant, Tenant shall convey the purchase price to Landlord and Landlord shall convey to Tenant a special warranty deed conveying good, indefeasible and insurable title to the Leased Property, subject to reasonably appropriate permitted exceptions. Tenant shall pay all fees and expenses associated with the conveyance of the Leased Property pursuant to Tenant's exercise of the purchase option, including, but not limited to, all transfer taxes, recording fees and Landlord's attorney's fees, costs and disbursements. If Tenant fails to exercise the option to purchase the Leased Property in the manner provided in this Article 39, the purchase option shall expire and no party hereto shall thereafter have any rights, liabilities or obligations whatsoever under this Lease.

Tenant Purchase Option. (a) Provided no Event of Default exists on the applicable Call Exercise Date or the applicable closing date, Tenant is hereby granted shall have the right and option to purchase each of the Leased Property from LandlordMeditrust Carolina Facilities by giving Landlord written notice (a "CALL EXERCISE NOTICE") thereof on a date (the "CALL EXERCISE DATE") that is at least thirty (30) days but no more than sixty (60) days prior to the anticipated closing date for the consummation of such purchase. Landlord shall not unreasonably withhold its consent to the extension or adjustment of the dates set forth in the preceding sentence upon the prior written request of Tenant. The purchase option price shall be the applicable amount (the "MINIMUM RESIDENCE PRICE") set forth on Schedule 6; provided, however, Landlord may, in its sole discretion, agree to accept a purchase price that is less than the Minimum Residence Price in connection with Tenant's concurrent arms-length sale of the applicable Meditrust Carolina Facility to an unaffiliated third-party. Within ten (10) days of Tenant's delivery of any Call Exercise Notice, the parties shall sign the standard sale escrow instructions (the "SALE INSTRUCTIONS") of a national title company (selected by Landlord) that are in form and substance reasonably satisfactory to Landlord, which Sale Instructions shall provide (i) for no representations or warranties, due diligence or other contingencies in favor of Tenant; (ii) that Tenant shall deposit FIVE PERCENT (5%) of the purchase price with the title company, which may be exercised retained by Landlord as liquidated damages solely for any breach by Tenant during of the period commencing terms of this Section 23.1 or the Sale Instructions (and which in no way shall liquidate or limit Landlord's damages by reason of any other breach of this Master Lease); (iii) that the escrow shall close on the date identified in the applicable Call Exercise Notice, at which time Tenant shall pay the purchase price in cash and Landlord shall deliver title to the applicable Meditrust Carolina Facility, subject only to the applicable Permitted Exceptions; (iv) that Tenant shall pay all transaction costs; (v) that Tenant may elect to cause the conveyance of the applicable Meditrust Carolina Facility to be made by Landlord to a third party. If Tenant fails to close the escrow for the purchase of any Meditrust Carolina Facility for any reason other than a breach by Landlord, then no Event of Default shall arise solely as a result of such failure, but the rights 9393.9 (NHP Portfolio Lease) granted to Tenant under this Section 23.1 with respect only to such Meditrust Carolina Facility shall automatically terminate and be of no further force or effect. (b) Any proceeds received by Tenant from the sale to any third party of any Meditrust Carolina Facility, to the extent such proceeds are in excess of the applicable Minimum Residence Purchase Price and Tenant's reasonable and customary transaction costs from such sale, shall immediately be paid by Tenant to Landlord upon Tenant's receipt thereof. In the event that the net sales proceeds received by Landlord in connection with the sale (the "NET SALES PROCEEDS") are less than the applicable Minimum Residence Price, the Security Deposit allocable to the Meditrust Carolina Facility (as shown on Schedule 6 attached hereto) shall be applied and paid to Landlord to cover the shortfall up to the applicable Minimum Residence Price (the "APPLIED SECURITY DEPOSIT"). Any portion of the allocable Security Deposit not so applied (the "RETAINED SECURITY DEPOSIT") shall continue to be held by Landlord as a portion of the Security Deposit required under this Lease. In the event that the Net Sales Proceeds from any subsequent sale of a Meditrust Carolina Facility are less than the applicable Minimum Residence Price, the Security Deposit allocable to such Meditrust Carolina Facility (as shown on Schedule 6 attached hereto), together with the Retained Security Deposit, if any, shall be applied and paid to Landlord to cover the shortfall up to the applicable Minimum Residence Price. Following the sale of the last Meditrust Carolina Facility, any Retained Security Deposit not applied to the payment of the Minimum Residence Price shall be promptly returned to Tenant. (c) The purchase option granted to Tenant pursuant to this Section 23.1 shall automatically terminate and be of no further force or effect with respect to each Meditrust Carolina Facility for which Tenant has not then duly given a Call Exercise Notice on the date that is one hundred eighty (1801) days, and ending on year from the date that is one hundred fifty (150) days, before each of (a) the Expiration Effective Date, (b) the expiration of the First Renewal Term and (c) the expiration of the Second Renewal Term; provided, however, the purchase option may only be exercised under clauses (a) and (b) hereof if Tenant has not elected to renew this Lease for the First Renewal Term or the Second Renewal Term, as the case may be. Tenant shall exercise the purchase option by giving written notice thereof to Landlord either prior to or on the expiration date. Within thirty (30) days of the date that Tenant exercises the purchase option, Landlord shall sell the Leased Property to Tenant and Tenant shall purchase the Leased Property from Landlord at a purchase price based upon the Leased Property's fair market value at the time Tenant exercises the purchase option, determined in accordance with the provisions of Article 33 hereof. At the closing of the sale of the Leased Property to Tenant, Tenant shall convey the purchase price to Landlord and Landlord shall convey to Tenant a special warranty deed conveying good, indefeasible and insurable title to the Leased Property, subject to reasonably appropriate permitted exceptions. Tenant shall pay all fees and expenses associated with the conveyance of the Leased Property pursuant to Tenant's exercise of the purchase option, including, but not limited to, all transfer taxes, recording fees and Landlord's attorney's fees, costs and disbursements. If Tenant fails to exercise the option to purchase the Leased Property in the manner provided in this Article 39, the purchase option shall expire and no party hereto shall thereafter have any rights, liabilities or obligations whatsoever under this Lease.

Tenant Purchase Option. (A) Provided no Event of Default exists on the applicable Call Exercise Date or the applicable closing date, Tenant is hereby granted shall have the right and option to purchase each of the Leased Property from LandlordWisconsin Purchase Facilities by giving Landlord written notice (a "CALL EXERCISE NOTICE") thereof on a date (the "CALL EXERCISE DATE") that is at least thirty (30) days but no more than sixty (60) days prior to the anticipated closing date for the consummation of such purchase. Landlord shall not unreasonably withhold its consent to the extension or adjustment of the dates set forth in the preceding sentence upon the prior written request of Tenant. The purchase option price shall be the applicable amount (the "MINIMUM RESIDENCE PRICE") set forth on Schedule 7. Within ten (10) days of Tenant's delivery of any Call Exercise Notice, the parties shall sign the standard sale escrow instructions (the "SALE INSTRUCTIONS") of a national title company (selected by Landlord) that are in form and substance reasonably satisfactory to Landlord, which Sale Instructions shall provide (I) for no representations or warranties, due diligence or other contingencies in favor of Tenant; (II) that Tenant shall deposit FIVE PERCENT (5%) of the purchase price with the title company, which may be exercised retained by Landlord as liquidated damages solely for any breach by Tenant during of the period commencing terms of this Section 23.1 or the Sale Instructions (and which in no way shall liquidate or limit Landlord's damages by reason of any other breach of this Master Lease); (III) that the escrow shall close on the date identified in the applicable Call Exercise Notice, at which time Tenant shall pay the purchase price in cash and Landlord shall deliver title to the applicable Wisconsin Purchase Facility, subject only to the applicable Permitted Exceptions; (IV) that Tenant shall pay all transaction costs; (V) that Tenant may elect to cause the conveyance of the applicable Wisconsin Purchase Facility to be made by Landlord to a third party. If Tenant fails to close the escrow for the purchase of any Wisconsin Purchase Facility for any reason other than a breach by Landlord, then no Event of Default shall arise solely as a result of such failure, but the rights granted to Tenant under this Section 23.1 with respect only to such Wisconsin Purchase Facility shall automatically terminate and be of no further force or effect. (B) Any proceeds received by Tenant from the sale to any third party of any Wisconsin Purchase Facility, to the extent such proceeds are in excess of the applicable Minimum Residence Purchase Price and Tenant's reasonable and customary transaction costs from such sale, shall immediately be paid by Tenant to Landlord upon Tenant's receipt thereof. (C) The purchase option granted to Tenant pursuant to Section 23.1(c) shall automatically terminate and be of no further force or effect with respect to each Wisconsin Purchase Facility for which Tenant has not then duly given a Call Exercise Notice on the date that is the earlier of (I) one hundred eighty (1801) daysyear from the Effective Date, and ending on or (II) the date that is one hundred fifty (150) days, before each Landlord gives notice of (a) the Expiration Date, (b) the expiration its exercise of the First Renewal Term and (c) the expiration of the Second Renewal Term; provided, however, the purchase option may only be exercised under clauses (a) and (b) hereof if Tenant has not elected to renew this Lease for the First Renewal Term or the Second Renewal Term, as the case may be. Tenant shall exercise the purchase option by giving written notice thereof to Landlord either prior to or on the expiration date. Within thirty (30) days of the date that Tenant exercises the purchase option, Landlord shall sell the Leased Property to Tenant and Tenant shall purchase the Leased Property from Landlord at a purchase price based upon the Leased Property's fair market value at the time Tenant exercises the purchase option, determined in accordance with the provisions of Article 33 hereof. At the closing of the sale of the Leased Property to Tenant, Tenant shall convey the purchase price to Landlord and Landlord shall convey to Tenant a special warranty deed conveying good, indefeasible and insurable title to the Leased Property, subject to reasonably appropriate permitted exceptions. Tenant shall pay all fees and expenses associated with the conveyance of the Leased Property its rights pursuant to Tenant's exercise of the purchase option, including, but not limited to, all transfer taxes, recording fees and Landlord's attorney's fees, costs and disbursements. If Tenant fails Section 23.2 with respect to exercise the option to purchase the Leased Property in the manner provided in this Article 39, the purchase option shall expire and no party hereto shall thereafter have any rights, liabilities or obligations whatsoever under this Leasesuch Wisconsin Purchase Facility.