Common use of Lessee's Option to Purchase Clause in Contracts

Lessee's Option to Purchase. Provided this Lease has not been terminated for any reason by either Lessor or Lessee prior thereto, Lessee shall have, at its option but with no obligation, the right to purchase all of Lessor's right, title and interest in the Property and, to the extent transferable, the Permits (the "Purchase Option") for a purchase price equal to the Purchase option Price, upon giving Lessor written notice of its election to purchase not less than 90 days prior to the expiration of the Initial Lease Term. If Lessee fails to give notice of its election to purchase within the time herein allowed or if this Lease is terminated prior to giving such notice, the Purchase option shall expire and shall be of no further force or effect. The purchase transaction shall be consummated on December 31, 2002 or on such other day during December 2002 as Lessor and Lessee shall agree to in writing (the "Option Closing Date") by delivery of limited warranty deeds and special warranty deeds to Lessee, or such other party as Lessee may direct, against payment of the Purchase Option Price in immediately available funds (excepting from such deeds such portion, if any, of the Property as shall have been sold by Lessor prior to the Option Closing Date pursuant to Section 35.2 hereof, taken by a Taking or otherwise released from this Lease pursuant to the terms hereof), and the title so to be transferred may be subject to (a) any and all defects in title and rights of third parties existing at the date Lessor acquired the Property, (b) the lien or effect of any and all Impositions and any and all Legal Requirements, (c) encumbrances and exceptions arising as a result of action taken by Lessor to enforce its rights and remedies under this Lease, and (d) any and all rights of third parties created or suffered by Lessee or by Lessor with the consent of or at the request of Lessee or as a result of any act or failure to act of Lessee, but shall be free of any other defects of title or rights of third parties created or permitted over the objections of Lessee by Lessor or Liens for Excluded Taxes, except this Lease. Lessee shall pay or cause to be paid, and shall indemnify and hold Lessor harmless against, all charges incident to the proposed conveyance (whether or not the same shall be consummated), including, without limitation, all reasonable counsel fees and expenses, all escrow fees, recording fees, title insurance premiums, survey costs and all applicable transfer taxes, deed taxes, stamp taxes or similar taxes imposed by reason of the conveyance of title to the Property by Lessor to Lessee or the execution, delivery and recording of the deeds, it being the intent hereof that the Purchase Option Price paid to Lessor for the Property shall be absolutely net to Lessor and that such conveyance be effected without cost or expense to Lessor; provided, however, Lessee shall not be responsible for or obligated to indemnify Lessor for any Excluded Taxes hereunder other than transfer taxes, deed taxes, stamp taxes or similar taxes. Lessee hereby acknowledges and agrees that, in the event Lessee for any reason does not exercise the Purchase Option, the Lease Term will immediately be extended to include the Extension Period.

Lessee's Option to Purchase. Provided So long as no Default or Event of Default then exists, and so long as no such Default or Event of Default exists at the time of the closing of the purchase, at the expiration of the Fixed Term and at the expiration of each Extension Term of this Lease has not been terminated for any reason by either Lessor or Lessee prior theretoLease, the Lessee shall have, at its option but with no obligation, have the right to purchase all of Lessor's right, title and interest in the Property andoption, to the extent transferable, the Permits (the "Purchase Option") for a purchase price equal be exercised by written notice to the Purchase option Price, upon giving Lessor written notice of its election to purchase not less than 90 at least sixty (60) days prior to the expiration of the Initial Lease Fixed Term or the Extension Term. If Lessee fails to give notice of its election , as applicable, to purchase within the time Leased Property at a purchase price equal to the greater of (i) the Fair Market Value of the Leased Property, or (ii) the Total Development Costs (including any Capital Additions funded by the Lessor, but excluding any Capital Additions funded by the Lessee), as increased by an amount equal to the greater of (A) two and one-half percent (2.5%) per annum from the date hereof, or (B) the rate of increase in the CPI on each Adjustment Date. Notwithstanding anything contained herein allowed or if to the contrary, in no event shall the purchase price be less than the Fair Market Value of the Leased Property. Unless expressly otherwise provided in this Section 34.1, in the event the Lessee exercises such option to purchase the Leased Property, (i) the terms set forth in Article XVIII shall apply, (ii) Lessee shall continue paying Rent as required under this Lease until the purchase is terminated prior closed, and (iii) the sale/purchase must be closed within ninety (90) days after the date of the written notice from Lessee to giving such noticeLessor. Notwithstanding any provision herein to the contrary, the Purchase option shall expire this Lease, and specifically Lessee's rights as set forth in this Section 34.1, are and shall be subject, subordinate and inferior to any Facility Instrument. This provision shall be self-operative. However, any Facility Lender may from time to time request that such subordination be evidenced by a separate written agreement. Within ten (10) days following written request by any Facility Lender, the Lessee shall execute and deliver to such Facility Lender a written agreement, in form and substance satisfactory to such Facility Lender and any applicable rating agency. In the event Lessee fails or refuses to execute and deliver such written agreement within such ten (10) day period, then, in addition to all other remedies available at law or in equity, the Lessor shall be entitled to terminate Lessee's rights under this Section 34.1 upon delivery of five (5) days' written notice to Lessee. In the event Lessee has not executed and delivered to such Facility Lender and any applicable rating agency, if any, the written agreement requested within such five (5) day period, then in such event, Lessee's rights under this Section 34.1 shall be deemed forfeited and of no further force or effect. The purchase transaction shall be consummated on December 31, 2002 or on such other day during December 2002 as Lessor and Lessee shall agree to in writing (the "Option Closing Date") by delivery of limited warranty deeds and special warranty deeds to Lessee, or such other party as Lessee may direct, against payment of the Purchase Option Price in immediately available funds (excepting from such deeds such portion, if any, of the Property as shall have been sold by Lessor prior to the Option Closing Date pursuant to Section 35.2 hereof, taken by a Taking or otherwise released from this Lease pursuant to the terms hereof), and the title so to be transferred may be subject to (a) any and all defects in title and rights of third parties existing at the date Lessor acquired the Property, (b) the lien or effect of any and all Impositions and any and all Legal Requirements, (c) encumbrances and exceptions arising as a result of action taken by Lessor to enforce its rights and remedies under this Lease, and (d) any and all rights of third parties created or suffered by Lessee or by Lessor with the consent of or at the request of Lessee or as a result of any act or failure to act of Lessee, but shall be free of any other defects of title or rights of third parties created or permitted over the objections of Lessee by Lessor or Liens for Excluded Taxes, except this Lease. Lessee shall pay or cause to be paid, and shall indemnify and hold Lessor harmless against, all charges incident to the proposed conveyance (whether or not the same shall be consummated), including, without limitation, all reasonable counsel fees and expenses, all escrow fees, recording fees, title insurance premiums, survey costs and all applicable transfer taxes, deed taxes, stamp taxes or similar taxes imposed by reason of the conveyance of title to the Property by Lessor to Lessee or the execution, delivery and recording of the deeds, it being the intent hereof that the Purchase Option Price paid to Lessor for the Property shall be absolutely net to Lessor and that such conveyance be effected without cost or expense to Lessor; provided, however, Lessee shall not be responsible for or obligated to indemnify Lessor for any Excluded Taxes hereunder other than transfer taxes, deed taxes, stamp taxes or similar taxes. Lessee hereby acknowledges and agrees that, in the event Lessee for any reason does not exercise the Purchase Option, the Lease Term will immediately be extended to include the Extension Period.

Lessee's Option to Purchase. Provided So long as Lessee is not in monetary or payment default of any kind, or no event has occurred which with the giving of notice or the passage of time or both would constitute such a default (except as otherwise expressly provided in Section 16.2) under the terms of this Lease has not been terminated for any reason by either Lessor or Lessee prior thereto, Lessee shall haveand the Tenant Leases, at its option but with no obligationany time from and after the tenth anniversary of the Commencement Date, Prime shall have the right option, to be exercised by ninety (90) days' prior written notice to the Lessor, to purchase all of the Leased Property (including Lessor's right, title interests and interest in rights under the Property and, to Air Space Agreement and the extent transferable, the Permits (the "Purchase Option"Parking Space Lease) for at a purchase price sufficient to cause Lessor to receive, on an unleveraged basis, a sum equal to (i) the Purchase option Price, upon giving Lessor written notice of its election to purchase not less than 90 days prior to the expiration Price of the Initial Lease Term. If Lessee fails Leased Property and (ii) an amount sufficient to give notice yield to Lessor an internal rate of its election return thereon that is equal to purchase within the time herein allowed or if this Lease is terminated prior to giving such noticeeleven percent (11%) per year, the Purchase option shall expire and shall be taking into account all payments of no further force or effect. The purchase transaction shall be consummated on December 31, 2002 or on such other day during December 2002 as Lessor and Lessee shall agree to in writing (the "Option Closing Date") by delivery of limited warranty deeds and special warranty deeds to Lessee, or such other party as Lessee may direct, against payment of the Purchase Option Price in immediately available funds (excepting from such deeds such portion, if any, of the Property as shall have been sold Base Rent received by Lessor prior to the closing date of such purchase (the "Option Closing Date pursuant to Section 35.2 hereof, taken by a Taking or otherwise released from this Lease pursuant to the terms hereofPrice"), and the title so to be transferred may be subject to (a) any and all defects in title and rights of third parties existing at the date Lessor acquired the Property, (b) the lien or effect of any and all Impositions and any and all Legal Requirements, (c) encumbrances and exceptions arising as a result of action taken by Lessor to enforce its rights and remedies under this Lease, and (d) any and all rights of third parties created or suffered by Lessee or by Lessor with the consent of or at the request of Lessee or as a result of any act or failure to act of Lessee, but shall be free of any other defects of title or rights of third parties created or permitted over the objections of Lessee by Lessor or Liens for Excluded Taxes, except this Lease. Lessee shall pay or cause to be paid, and shall indemnify and hold Lessor harmless against, all charges incident to the proposed conveyance (whether or not the same shall be consummated), including, without limitation, all reasonable counsel fees and expenses, all escrow fees, recording fees, title insurance premiums, survey costs and all applicable transfer taxes, deed taxes, stamp taxes or similar taxes imposed by reason of the conveyance of title to the Property by Lessor to Lessee or the execution, delivery and recording of the deeds, it being the intent hereof that the Purchase Option Price paid to Lessor for the Property shall be absolutely net to Lessor and that such conveyance be effected without cost or expense to Lessor; provided, however, Lessee in no event shall not the Option Price be responsible for or obligated to indemnify Lessor for any Excluded Taxes hereunder other less than transfer taxes, deed taxes, stamp taxes or similar taxesthe Purchase Price. Lessee hereby acknowledges and agrees thatUnless expressly otherwise provided in this Section 35.1, in the event the option to purchase the Leased Property is exercised, (i) the terms set forth in Article XVIII shall apply, (ii) Lessee for any reason does not shall continue paying Rent as required under this Lease until the purchase is closed, and (iii) the sale/purchase must be closed within ninety (90) days after the date of the written notice from Lessee to Lessor of Prime's intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Prime. If Prime declines to exercise the Purchase Optionoption provided herein, then Lessee shall have the Lease Term will immediately be extended option to include purchase on the Extension Periodsame terms and conditions, but without an extension of the time to close the purchase.

Lessee's Option to Purchase. Provided So long as Lessee is not in default, and no event has occurred which with the giving of notice or the passage of time or both would constitute such a default (except as otherwise provided in Section 16.2) under the terms of this Lease, the Other Lease has not been terminated for and the Tenant Leases, at any reason by either Lessor or Lessee prior theretotime from and after the expiration of the Fixed Term and each Extension Term, the Lessee shall havehave the option, at its option but with no obligationto be exercised by sixty (60) days' prior written notice to the Lessor, the right to purchase all of Lessor's right, title and interest in the Leased Property and, to the extent transferable, the Permits (the "Purchase Option") for at a purchase price equal to the greater of (i) the Fair Market Value of the Leased Property (which appraisal shall assume that the Lease remains in effect for a term of fifteen (15) years and shall not take into account any purchase options contained herein), or (ii) the Purchase Price of the Leased Property, increased annually by the greater of (A) two and one-half percent (2.5%) per annum from the Commencement Date, or (B) the rate of increase in the Consumer Price Index on each Adjustment Date. Notwithstanding anything contained herein to the contrary, in no event shall the purchase price be less than the Fair Market Value of the Leased Property. Unless expressly otherwise provided in this Section 35.1, in the event the Lessee exercises such option Priceto purchase the Leased Property, upon giving Lessor (i) the terms set forth in Article XVIII shall apply, (ii) Lessee shall continue paying Rent as required under this Lease until the purchase is closed, and (iii) the sale/purchase must be closed within ninety (90) days after the date of the written notice from Lessee to Lessor of its election Lessee's intent to purchase not less than 90 days prior purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee. Notwithstanding any provision herein to the expiration of the Initial Lease Term. If Lessee fails to give notice of its election to purchase within the time herein allowed or if contrary, this Lease is terminated prior to giving such noticeLease, the Purchase option shall expire and specifically Lessee's rights as set forth in this Section 35.1 are and shall be subject, subordinate and inferior to any Facility Instrument. This provision shall be self-operative. However, any Facility Lender may from time to time request that such subordination be evidenced by a separate written agreement. Within ten (10) days following written request by Lessor or any Facility Lender, the Lessee shall execute and deliver to Lessor or such Facility Lender a written agreement in form and substance satisfactory to such Facility Lender and any applicable rating agency. In the event Lessee fails or refuses to execute and deliver such written agreement within such ten (10) day period, then, in addition to all other remedies available at law or in equity, the Lessor shall be entitled to terminate Lessee's purchase rights under this Section 35.1 upon delivery of fifteen (15) days' written notice to Lessee. In the event Lessee has not executed and delivered to such Facility Lender and any applicable rating agency, if any, the written agreement requested within such fifteen (15) day period, then in such event, Lessee's purchase rights under this Section 35.1 shall be deemed forfeited and of no further force or effect. The purchase transaction shall be consummated on December 31, 2002 or on such other day during December 2002 as Lessor and Lessee shall agree to in writing (the "Option Closing Date") by delivery of limited warranty deeds and special warranty deeds to Lessee, or such other party as Lessee may direct, against payment of the Purchase Option Price in immediately available funds (excepting from such deeds such portion, if any, of the Property as shall have been sold by Lessor prior to the Option Closing Date pursuant to Section 35.2 hereof, taken by a Taking or otherwise released from this Lease pursuant to the terms hereof), and the title so to be transferred may be subject to (a) any and all defects in title and rights of third parties existing at the date Lessor acquired the Property, (b) the lien or effect of any and all Impositions and any and all Legal Requirements, (c) encumbrances and exceptions arising as a result of action taken by Lessor to enforce its rights and remedies under this Lease, and (d) any and all rights of third parties created or suffered by Lessee or by Lessor with the consent of or at the request of Lessee or as a result of any act or failure to act of Lessee, but shall be free of any other defects of title or rights of third parties created or permitted over the objections of Lessee by Lessor or Liens for Excluded Taxes, except this Lease. Lessee shall pay or cause to be paid, and shall indemnify and hold Lessor harmless against, all charges incident to the proposed conveyance (whether or not the same shall be consummated), including, without limitation, all reasonable counsel fees and expenses, all escrow fees, recording fees, title insurance premiums, survey costs and all applicable transfer taxes, deed taxes, stamp taxes or similar taxes imposed by reason of the conveyance of title to the Property by Lessor to Lessee or the execution, delivery and recording of the deeds, it being the intent hereof that the Purchase Option Price paid to Lessor for the Property shall be absolutely net to Lessor and that such conveyance be effected without cost or expense to Lessor; provided, however, Lessee shall not be responsible for or obligated to indemnify Lessor for any Excluded Taxes hereunder other than transfer taxes, deed taxes, stamp taxes or similar taxes. Lessee hereby acknowledges and agrees that, in the event Lessee for any reason does not exercise the Purchase Option, the Lease Term will immediately be extended to include the Extension Period.

Lessee's Option to Purchase. Provided So long as Lessee is not in monetary or payment default of any kind, or no event has occurred which with the giving of notice or the passage of time or both would constitute such a default (except as otherwise expressly provided in Section 16.2) under the terms of this Lease has not been terminated for Lease, the Other Leases and the Tenant Leases, at any reason by either Lessor or Lessee prior theretotime from and after the second anniversary of the Commencement Date, the Lessee shall havehave the option, at its option but with no obligationto be exercised by ninety (90) days' prior written notice to the Lessor, the right to purchase all of Lessor's right, title and interest in the Leased Property and, to the extent transferable, the Permits (the "Purchase Option") for at a purchase price sufficient to cause Lessor to receive, on an unleveraged basis, a sum equal to (i) the Purchase option PricePrice of the Leased Property, upon giving and (ii) an amount sufficient to yield to Lessor written notice an internal rate of its election return thereon that is equal to purchase not less than 90 days prior ten percent (10%) per year (such percentage to be increased on each anniversary of the Commencement Date by two percent (2%) of such percentage), taking into account all payments of Base Rent received by Lessor to the expiration closing date of the Initial Lease Term. If Lessee fails to give notice of its election to such purchase within the time herein allowed or if this Lease is terminated prior to giving such notice, the Purchase option shall expire and shall be of no further force or effect. The purchase transaction shall be consummated on December 31, 2002 or on such other day during December 2002 as Lessor and Lessee shall agree to in writing (the "Option Closing DatePrice") by delivery of limited warranty deeds and special warranty deeds ). Unless expressly otherwise provided in this Section 35.1, in the event the Lessee exercises such option to Lessee, or such other party as Lessee may direct, against payment of purchase the Purchase Option Price in immediately available funds (excepting from such deeds such portion, if any, of the Property as shall have been sold by Lessor prior to the Option Closing Date pursuant to Section 35.2 hereof, taken by a Taking or otherwise released from this Lease pursuant to the terms hereof), and the title so to be transferred may be subject to (a) any and all defects in title and rights of third parties existing at the date Lessor acquired the Leased Property, (bi) the lien or effect of any and all Impositions and any and all Legal Requirementsterms set forth in Article XVIII shall apply, (cii) encumbrances Lessee shall continue paying Rent as required under this Lease until the purchase is closed, and exceptions arising (iii) the sale/purchase must be closed within ninety (90) days after the date of the written notice from Lessee to Lessor of Lessee's intent to purchase, unless a different closing date is agreed upon in writing by Lessor and Lessee. Notwithstanding any other provision of this Lease to the contrary, if Lessor terminates this Lease as a result of action taken by Lessor a non-monetary or non-payment default prior to enforce its rights and remedies under this Leasesaid second anniversary of the Commencement Date, and (d) any and all rights of third parties created or suffered by Lessee or by Lessor with the consent of or at the request of Lessee or as a result of any act or failure to act of Lessee, but shall be free of any other defects of title or rights of third parties created or permitted over the objections of Lessee by Lessor or Liens for Excluded Taxes, except this Lease. Lessee shall pay or cause also have the right to be paid, and shall indemnify and hold Lessor harmless against, all charges incident to the proposed conveyance (whether or not the same shall be consummated), including, without limitation, all reasonable counsel fees and expenses, all escrow fees, recording fees, title insurance premiums, survey costs and all applicable transfer taxes, deed taxes, stamp taxes or similar taxes imposed by reason of the conveyance of title to the Property by Lessor to Lessee or the execution, delivery and recording of the deeds, it being the intent hereof that the Purchase Option Price paid to Lessor for the Property shall be absolutely net to Lessor and that such conveyance be effected without cost or expense to Lessor; provided, however, Lessee shall not be responsible for or obligated to indemnify Lessor for any Excluded Taxes hereunder other than transfer taxes, deed taxes, stamp taxes or similar taxes. Lessee hereby acknowledges and agrees that, in the event Lessee for any reason does not exercise the Purchase Option, foregoing option on the Lease Term will immediately be extended to include terms described in this Section 35.1 provided Lessee exercises such option within five (5) business days following the Extension Perioddate of such termination.