Common use of Transfer of Leased Property Clause in Contracts

Transfer of Leased Property. Except as may be applicable under Article XXII, any transfer of the Leased Property pursuant to this Lease shall be at the Lessee’s expense. Upon receipt by the Lessor of payment in full of the Break Even Price pursuant to the applicable provision of this Lease, the Leased Property shall be transferred to the Lessee or any designee it may identify. Any transfer of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties of title and without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), of, and due release of the Lessor from, all obligations relating to the Leased Property. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or other Operative Document to the contrary notwithstanding, no transfer of the Leased Property to the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative Documents. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return Option, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens other than Permitted Liens as described in clauses (a) or (b) of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by it.

Transfer of Leased Property. (a) Except as may be applicable under Article XXIIotherwise provided herein, whenever pursuant to any provision of this Lease Lessor is required to transfer of the Leased Property pursuant to this Lease Lessee or to an independent third party, such transfer shall be made at the Lessee’s expense. Upon receipt expense by the Lessor transfer by an assignment of payment in full Lessor’s interest and without covenants or warranties of the Break Even Price pursuant to the applicable provision title, except for matters arising by, through or under Lessor, of this Lease, the Leased Property shall be transferred to the Lessee or any designee it may identify. Any transfer all of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties basis free and clear of title all Lessor Liens attributable to Lessor and otherwise without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), such third party) of, and due release of the Lessor from, all obligations relating to the Leased PropertyProperty or any of the Operative Documents. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such customary and reasonable documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or any other Operative Document to the contrary notwithstanding, no Lessor shall not be obligated to make any such transfer of until Lessor and the Leased Property to the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative DocumentsDocuments including any Break Costs. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return OptionProperty, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens Liens (other than Permitted Liens as described in clauses (aLessor Liens) or (b) for which Lessor would be liable under any warranties of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by ittitle.

Transfer of Leased Property. Except as may be applicable under provided in Article XXII, any sale, assignment or transfer of the Leased Property pursuant to this Lease (excluding for this purpose any transfer pursuant to Section 6.3(b) of the Participation Agreement, unless such transfer is made after the occurrence and during the continuance of any Event of Default) shall be at the Lessee’s expense. Upon receipt by the Lessor of payment in full of the Break Even Price Purchase Amount pursuant to the applicable provision of this Lease, the Leased Property shall be transferred transferred, assigned and conveyed to the Lessee applicable transferee or any designee it may identify. Any With respect to any such transfer, assignment and conveyance, the Lessor shall execute and deliver to the Lessee good and sufficient deeds warranting title only against the Lessor Liens and such other instrument or instruments as may be appropriate, which shall transfer the Leased Property including, without limitation, any rights of the Lessor’s interest in and Lessor against any party through whom the Lessor derived its title to the Leased Property pursuant subject to this Lease (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 the Lessor Liens), and (D) Applicable Laws, but in any event, in each case free and clear of all the Lessor Liens provided that the Leased Property shall be transferred conveyed on an “as isAS IS, where is, WHERE IS” with all faults” basis, faults basis without covenants or warranties of title and without recourse, representation or warranty of any kind, other than with respect to the Lessor, Lessor and the absence of any Lessor Liens, Liens and conveyed in its then present physical condition and together with the due assumption by the Lessee (or its designee), ) of, and due release of the Lessor from, all obligations relating to the Leased Property. In connection with any transfer to an independent third party, (i) the Lessee shall, or shall ensure that its designee shall, execute and deliver such documents, certificates deeds, bills of sale, certificates, affidavits (including a FIRPTA affidavit) and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or other Operative Document to , and (ii) the contrary notwithstanding, no transfer Lessee shall cooperate with the Lessor and the purchaser of the Leased Property in order to facilitate the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has received all Rent purchase and other amounts then due and owing use by the Lessee hereunder and under the other Operative Documents. At or subsequent to the transfer or return of all or any such purchaser of the Leased Property to a third party buyer pursuant including the furnishing of data and technical information relating thereto and copies of any current plans and specifications with respect thereto, and the assigning (to the Return Optionextent assignable) of all licenses necessary for the operation and maintenance thereof, all of which, unless otherwise agreed in the purchase agreement governing the sale of the Leased Property, shall be at the expense of the purchaser. The obligations of the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens other than Permitted Liens as described in clauses (a) or (b) of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee under this paragraph shall be satisfied by a transfer of such assets to any designee selected by it.survive the

Transfer of Leased Property. (a) Except as may be applicable under Article XXIIotherwise provided herein, whenever pursuant to any provision of this Lease Lessor is required to transfer of the Leased Property pursuant to this Lease Lessee or to an independent third party, such transfer shall be made at the Lessee’s expense. Upon receipt by the Lessor of payment expense in full of the Break Even Price pursuant to the applicable provision of accordance with this Lease, the Leased Property shall be transferred to the Lessee and without covenants or any designee it may identify. Any transfer warranties of the title, except for matters arising by, through or under Lessor, of all of Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties basis free and clear of title all Lessor Liens and otherwise without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), such third party) of, and due release of the Lessor from, all obligations relating to the Leased PropertyProperty or any of the Operative Documents. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such customary and reasonable documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or any other Operative Document to the contrary notwithstanding, no Lessor shall not be obligated to make any such transfer of until Lessor and the Leased Property to the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative DocumentsDocuments including any Break Costs. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return OptionProperty, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s ‑47‑ satisfaction that the Leased Property is subject to no liens other than Permitted Liens as described in clauses (a) or for which Lessor would be liable under any warranties of title. (b) Lessee may assign to another Person its right, upon a purchase by Lessee, to take title to the Leased Property pursuant to Section 20.1; provided, that (i) Lessee shall exercise any option, (ii) such assignee shall be bound by the provisions of Section 20.1, (iii) Lessee shall have represented by an instrument in writing and delivered to Lessor that all necessary Governmental Actions with respect to such transfer, including the purchase of the definition thereof. Notwithstanding anything contained herein Leased Property by any other Person as contemplated herein, have been obtained or in made, as applicable, and (iv) no such assignment shall release Lessee from its obligations under the other Operative Documents to the contraryDocuments, any obligation of the Lessor to transfer any assets to the and Lessee shall be satisfied by a transfer remain personally liable to Lessor for the payment of all amounts due under any such assets to any designee selected by itSection and this Section 25.11. Section 25.12.

Transfer of Leased Property. Except as may be applicable under provided in Article XXII, any sale, assignment or transfer of the Leased Property pursuant to this Lease (excluding for this purpose any transfer pursuant to Section 6.3(b) of the Participation Agreement, unless such transfer is made after the occurrence and during the continuance of any Event of Default) shall be at the Lessee’s expense. Upon receipt by the Lessor of payment in full of the Break Even Price Purchase Amount pursuant to the applicable provision of this Lease, the Leased Property shall be transferred transferred, assigned and conveyed to the Lessee applicable transferee or any designee it may identify. Any With respect to any such transfer, assignment and conveyance, the Lessor shall execute and deliver to the Lessee good and sufficient deeds warranting title only against the Lessor Liens and such other instrument or instruments as may be appropriate, which shall transfer the Leased Property including, without limitation, any rights of the Lessor’s interest in and Lessor against any party through whom the Lessor derived its title to the Leased Property pursuant subject to this Lease (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 the Lessor Liens), and (D) Applicable Laws, but in any event, in each case free and clear of all the Lessor Liens provided that the Leased Property shall be transferred conveyed on an “as isAS IS, where is, WHERE IS” with all faults” basis, faults basis without covenants or warranties of title and without recourse, representation or warranty of any kind, other than with respect to the Lessor, Lessor and the absence of any Lessor Liens, Liens and conveyed in its then present physical condition and together with the due assumption by the Lessee (or its designee), ) of, and due release of the Lessor from, all obligations relating to the Leased Property. In connection with any transfer to an independent third party, (i) the Lessee shall, or shall ensure that its designee shall, execute and deliver such documents, certificates deeds, bills of sale, certificates, affidavits (including a FIRPTA affidavit) and estoppels as may be required to facilitate the transfer of the Leased Property, and (ii) the Lessee shall cooperate with the Lessor and the purchaser of the Leased Property in order to facilitate the purchase and use by such purchaser of the Leased Property including the furnishing of data and technical information relating thereto and copies of any current plans and specifications with respect thereto, and the assigning (to the extent assignable) of all licenses necessary for the operation and maintenance thereof, all of which, unless otherwise agreed in the purchase agreement governing the sale of the Leased Property, shall be at the expense of the purchaser. The obligations of the Lessee under this paragraph shall survive the BUSINESS.29631318.9 expiration or termination of this Lease. Any provision in this Lease or other Operative Document to the contrary notwithstanding, no transfer of the Leased Property to the Lessee or to a third party buyer pursuant to the Purchase Option, the Return Option or otherwise shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative Documents and no designation of a buyer shall relieve the Lessee of any its obligations hereunder or under the other Operative Documents. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return Option, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens Liens other than Permitted Liens as described in clauses (a) (but excluding any such rights and interests of the Lessee referenced therein) or (b) of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by it.

Transfer of Leased Property. (a) Except as may be applicable under Article XXIIotherwise provided herein, whenever pursuant to any provision of this Lease Lessor is required to transfer of the Leased Property pursuant to Lessee or to an independent third party, such transfer shall be made at Lessee’s expense in accordance with this Lease shall be at the Lessee’s expense. Upon receipt by the Lessor transfer by an assignment of payment in full Lessor’s interest and without covenants or warranties of the Break Even Price pursuant to the applicable provision title, except for matters arising by, through or under Lessor, of this Lease, the Leased Property shall be transferred to the Lessee or any designee it may identify. Any transfer all of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties basis free and clear of title all Lessor Liens attributable to Lessor and otherwise without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), such third party) of, and due release of the Lessor from, all obligations relating to the Leased PropertyProperty or any of the Operative Documents. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such customary and reasonable documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or any other Operative Document to the contrary notwithstanding, no Lessor shall not be obligated to make any such transfer of until Lessor and the Leased Property to the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative DocumentsDocuments including any Break Costs. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return OptionProperty, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens Liens (other than Permitted Liens as described in clauses (aLessor Liens) or (b) for which Lessor would be liable under any warranties of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by ittitle.

Transfer of Leased Property. (a) Except as may be applicable under Article XXIIotherwise provided herein, whenever pursuant to any provision of this Lease Lessor is required to transfer of the Leased Property pursuant to Lessee or to an independent third party, such transfer shall be made at Lxxxxx’s expense in accordance with this Lease shall be at the Lessee’s expense. Upon receipt by the Lessor transfer by an assignment of payment in full Lessor’s interest and without covenants or warranties of the Break Even Price pursuant to the applicable provision title, except for matters arising by, through or under Lessor, of this Lease, the Leased Property shall be transferred to the Lessee or any designee it may identify. Any transfer all of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties basis free and clear of title all Lessor Liens attributable to Lessor and otherwise without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee Lxxxxx (or its designee), such third party) of, and due release of the Lessor from, all obligations relating to the Leased PropertyProperty or any of the Operative Documents. In connection with any transfer to an independent third party, the Lessee shall, or Lxxxxx shall ensure that its designee shall, execute and deliver such customary and reasonable documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or any other Operative Document to the contrary notwithstanding, no Lessor shall not be obligated to make any such transfer of until Lessor and the Leased Property to the Lessee or to a third party buyer pursuant to the Return Option shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative DocumentsDocuments including any Break Costs. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return OptionProperty, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens Liens (other than Permitted Liens as described in clauses (aLessor Liens) or (b) for which Lessor would be liable under any warranties of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by ittitle.

Transfer of Leased Property. ​ Except as may be applicable under provided in Article XXII, any sale or transfer of the Leased Property pursuant to this Lease (excluding for this purpose any transfer pursuant to Section 6.3(b) of the Participation Agreement, unless such transfer is made after the occurrence and during the continuance of any Default or Event of Default) shall be at the Lessee’s expense. Upon receipt by the Lessor of payment in full of the Break Even Price Purchase Amount pursuant to the applicable provision of this Lease, Lease (but subject to the proviso in Section 18.1(a)(iii)(B)(1) hereof) (i) the Leased Property shall be transferred to the Lessee or any designee it may identify, and (ii) upon request of Lessee, the interest in the Site granted by the Ground Lease shall be terminated by the filing of the Ground Lease Release. ​ Any transfer of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties of title and without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), of, and due release of the Lessor from, all obligations relating to the Leased Property. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or other Operative Document to the contrary notwithstanding, no transfer of the Leased Property to the Lessee or to a third party buyer pursuant to the Purchase Option, the Return Option or otherwise shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative Documents and no designation by the Lessee of a third party buyer shall relieve it of any its obligations hereunder or under the other Operative Documents. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return Option, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens Liens other than Permitted Liens as described in clauses (a) (but excluding any such rights and interests of the Lessee referenced therein) or (b) of the definition thereof. Notwithstanding anything contained herein or in the other Operative ​ ​ ​ ​ Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by it.. ​

Transfer of Leased Property. Except as may be applicable under provided in Article XXII, any sale or transfer of the Leased Property pursuant to this Lease (excluding for this purpose any transfer pursuant to Section 6.3(b) of the Participation Agreement, unless such transfer is made after the occurrence and during the continuance of any Default or Event of Default) shall be at the Lessee’s expense. Upon receipt by the Lessor of payment in full of the Break Even Price Purchase Amount pursuant to the applicable provision of this Lease, Lease (but subject to the proviso in Section 18.1(a)(iii)(B)(1) hereof) (i) the Leased Property shall be transferred to the Lessee or any designee it may identify, and (ii) upon request of Lessee, the interest in the Site granted by the Ground Lease shall be terminated by the filing of the Ground Lease Release. Any transfer of the Lessor’s interest in and to the Leased Property pursuant to this Lease shall be transferred on an “as is, where is, with all faults” basis, without covenants or warranties of title and without recourse, representation or warranty of any kind, other than with respect to the Lessor, the absence of Lessor Liens, and together with the due assumption by the Lessee (or its designee), of, and due release of the Lessor from, all obligations relating to the Leased Property. In connection with any transfer to an independent third party, the Lessee shall, or shall ensure that its designee shall, execute and deliver such documents, certificates and estoppels as may be required to facilitate the transfer of the Leased Property. Any provision in this Lease or other Operative Document to the contrary notwithstanding, no transfer of the Leased Property to the Lessee or to a third party buyer pursuant to the Purchase Option, the Return Option or otherwise shall be made until the Lessor has Participants have received all Rent and other amounts then due and owing by the Lessee hereunder and under the other Operative Documents and no designation by the Lessee of a third party buyer shall relieve it of any its obligations hereunder or under the other Operative Documents. At or subsequent to the transfer or return of all or any of the Leased Property to a third party buyer pursuant to the Return Option, the Lessee will provide the Lessor with such lien and title searches as the Lessor may reasonably request to demonstrate to the Lessor’s satisfaction that the Leased Property is subject to no liens Liens other than Permitted Liens as described in clauses (a) (but excluding any such rights and interests of the Lessee referenced therein) or (b) of the definition thereof. Notwithstanding anything contained herein or in the other Operative Documents to the contrary, any obligation of the Lessor to transfer any assets to the Lessee shall be satisfied by a transfer of such assets to any designee selected by it.