Common use of BRAZOS' RIGHT TO TERMINATE Clause in Contracts

BRAZOS' RIGHT TO TERMINATE. Brazos shall have the right upon at least thirty (30) days' prior written notice to Vari-Lite, to terminate the ground lease of the Property as of a Basic Rent Payment Date stipulated in such notice if at any time: (1) by reason of a nexus between a state or local taxing jurisdiction and the Property or the activities of any user (other than Brazos) of the Property, Brazos incurs, or, in its reasonable judgment, in the future would incur, a state or local tax based upon the Unitary Method of Taxation which, in its sole judgment, renders the Ground Lease uneconomic and Vari-Lite refuses to reimburse Brazos for such tax; or (2) any other instrument relating to this Ground Lease shall be held by a court of competent jurisdiction to require the payment or deemed to permit the collection of interest in excess of the Maximum Rate and any such interest in excess of such Maximum Rate cannot be spread and allocated either to the preceding or subsequent periods in which such excess interest is to be paid or collected pursuant to SECTION 18.8 of this Ground Lease. In the event of a termination of this Ground Lease with respect to the Property pursuant to this SECTION 11.2, Vari-Lite shall either (i) purchase, on the Basic Rent Payment Date stipulated in the written notice contemplated by this SECTION 11.2, the Property for cash at its Acquisition Cost or (ii) with the consent of Brazos, arrange, at its own cost and expense, for the Property to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided, except that such purchase and sale must occur on the Basic Rent Payment Date stipulated in the written notice contemplated by this SECTION 11.2.

BRAZOS' RIGHT TO TERMINATE. Brazos shall have the right upon at least thirty (30) days' days prior written notice to Vari-LiteLessee, to terminate the ground lease Facilities Lease of the Property all Facilities and all FF&E as of a Basic Rent Payment Date stipulated in such notice if at any time: (1) by reason of a nexus between a state or local taxing jurisdiction and the Property any Facility or FF&E or the activities of any user (other than Brazos) of the PropertyFacility or FF&E, Brazos incurs, or, in its reasonable judgment, in the future would incur, a state or local tax based upon the Unitary Method of Taxation which, in its sole but reasonable judgment, renders the Ground Facilities Lease uneconomic and Vari-Lite refuses to reimburse Brazos for such taxuneconomic; or (2) the Agreement for Facilities Lease or any other instrument relating to this Ground Facilities Lease shall be held by a court of competent jurisdiction deemed to require the payment or deemed to permit the collection of interest in excess of the Maximum Rate and any such interest in excess of such Maximum Rate cannot be spread and allocated either to the preceding or subsequent periods in which such excess interest is to be paid or collected pursuant to SECTION 18.8 19.8 of this Ground Facilities Lease. In the event of a termination of this Ground Facilities Lease with respect to the Property all Facilities and all FF&E pursuant to this SECTION 11.2, Vari-Lite Lessee shall either (i) purchase, on the Basic Rent Payment Date stipulated in the written notice contemplated by this SECTION 11.2, the Property all Facilities and all FF&E for cash at its their respective Acquisition Cost or (ii) with the consent of BrazosBrazos and Agent, arrange, at its own cost and expense, for the Property all Facilities and all FF&E to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided, except that such purchase and sale must occur on the Basic Rent Payment Date stipulated in the written notice contemplated by this SECTION 11.2.

BRAZOS' RIGHT TO TERMINATE. Brazos shall have the right upon at least thirty ninety (3090) days' prior written notice to Vari-LiteLessee, to terminate the ground lease Facilities Lease of the Property all Facilities and all FF&E as of a Basic Rent Payment Date stipulated in such notice if at any time: (1) by reason of a nexus between a state or local taxing jurisdiction and the Property any Facility or FF&E or the activities of any user (other than Brazos) of the PropertyFacility or FF&E, Brazos incurs, or, in its reasonable judgment, in the future would incur, a state or local tax based upon the Unitary Method of Taxation for which Brazos is not indemnified, and which, in its sole reasonable good faith judgment, renders the Ground Facilities Lease uneconomic and Vari-Lite refuses uneconomic, unless Lessee agrees to reimburse indemnify Brazos for from such state or local tax; or (2) the Agreement for Facilities Lease or any other instrument relating to this Ground Facilities Lease shall be held by a court of competent jurisdiction deemed to require the payment or deemed to permit the collection of interest in excess of the Maximum Rate and any such interest in excess of such Maximum Rate cannot be spread and allocated either to the preceding or subsequent periods in which such excess interest is to be paid or collected pursuant to SECTION 18.8 19.8 of this Ground Facilities Lease. In the event of a termination of this Ground Facilities Lease with respect to the Property all Facilities and all FF&E pursuant to this SECTION 11.2, Vari-Lite Lessee shall either (i) purchase or cause its designee to purchase, on the Basic Rent Payment Date or other date stipulated in the written notice contemplated by this SECTION 11.2, the Property all Facilities and all FF&E for cash at its their respective Acquisition Cost less any Unearned Rent or (ii) with the prior written consent of Brazos, both Brazos and Agent arrange, at its own cost and expense, for the Property all Facilities and all FF&E to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided, except that such purchase and sale must occur on the Basic Rent Payment Date or other date stipulated in the written notice contemplated by this SECTION 11.2.

BRAZOS' RIGHT TO TERMINATE. Brazos shall have the right upon at least thirty ninety (3090) days' prior written notice to Vari-LiteLessee, to terminate the ground lease Ground Lease of the Property all Properties as of a Basic Rent Payment Date stipulated in such notice if at any time: (1) by reason of a nexus between a state or local taxing jurisdiction and the any Property or the activities of any user (other than Brazos) of the Property, Brazos incurs, or, in its reasonable judgment, in the future would incur, a state or local tax based upon the Unitary Method of Taxation for which Brazos is not indemnified, and which, in its sole reasonable good faith judgment, renders the Ground Lease uneconomic and Vari-Lite refuses uneconomic, unless Lessee agrees to reimburse indemnify Brazos for from such state or local tax; or (2) the Agreement for Ground Lease or any other instrument relating to this Ground Lease shall be held by a court of competent jurisdiction deemed to require the payment or deemed to permit the collection of interest in excess of the Maximum Rate and any such interest in excess of such Maximum Rate cannot be spread and allocated either to the preceding or subsequent periods in which such excess interest is to be paid or collected pursuant to SECTION 18.8 of this Ground Lease. In the event of a termination of this Ground Lease with respect to the Property all Properties pursuant to this SECTION 11.2, Vari-Lite Lessee shall either (i) purchase or cause its designee to purchase, on the Basic Rent Payment Date or other date stipulated in the written notice contemplated by this SECTION 11.2, the Property all Properties for cash at its their respective Acquisition Cost less any Unearned Rent or (ii) with the prior written consent of Brazos, both Brazos and Agent arrange, at its own cost and expense, for the Property all Properties to be sold for cash pursuant to SECTION 11.4 and with the consequences therein provided, except that such purchase and sale must occur on the Basic Rent Payment Date or other date stipulated in the written notice contemplated by this SECTION 11.2.