Common use of Option to Purchase Premises Clause in Contracts

Option to Purchase Premises. Notwithstanding the provisions of Section 19.1 of the Lease, in the event Tenant subdivides the Premises into legally separate parcels or lots, Tenant may, subject to the condition set forth in the following sentence, exercise its Purchase Option with respect to any or all of such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(s) or parcel(s) will be adversely affected by such sale. Tenant shall provide to Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord to determine the value of the remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to less than all of the Premises, the Purchase Price shall be the portion of the Funded Amount reasonably allocated by Landlord to the portion of the Premises being purchased under the Purchase Option, plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the sale, break funding costs, if any, plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease and the sale shall be consummate pursuant to the terms of Section 19.1

Option to Purchase Premises. Notwithstanding Lessor hereby grants to Lessee an option to purchase the premises at any time Lessee may elect before July 1, 2008 at the price of $5,950,000.00. All documents necessary to convey title shall be deposited into said escrow within ten (10) days after the opening of said escrow. Lessee shall give said escrow company written notice of Lessee's election to exercise said option, at which time said escrow company shall cause to have title conveyed to Lessee and Lessee will accept the conveyance. Lessor agrees that the premises shall be conveyed to lessee by Grant Deed, free and clear of all encumbrances except taxes or assessments which in accordance with the provisions of Section 19.1 the Lease Agreement are to be paid by Lessee, and the encumbrance(s) then of record. Lessor agrees to protect and defend Lessee, and the Leasepremises against foreclosure or loss by reason of any additional encumbrances on or after the 28th of April, 2004 which may be created by or through Lessor. The obligations of Lessor and Lessee under this agreement shall cease at the consummation of said escrow. Said escrow company shall, without further approval of Lessor, within a reasonable time after receipt of Lessee's notice of Lessee's election to exercise said option, cause to have said Grant Deed recorded in the event Tenant subdivides County Recorder's office. In accordance with the Premises into legally separate parcels or lotsterms of said escrow, Tenant may, subject lessee agrees to pay as consideration for said option the condition sum of $1,850,000.00 as set forth in the following sentenceescrow, exercise its Purchase Option with respect to any or all of such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(s) or parcel(s) will be adversely affected by such sale. Tenant shall provide to Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord to determine the value of the remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to less than all of the Premises, the Purchase Price which sum shall be the portion of the Funded Amount reasonably allocated by Landlord fully credited to the portion account of Lessee as part of said purchase price at the Premises being purchased under the Purchase Option, plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the sale, break funding costs, if any, plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease and the sale shall be consummate pursuant to the terms of Section 19.1time said option is exercised.

Option to Purchase Premises. Notwithstanding the provisions of Section 19.1 of the Lease, in the event Tenant subdivides the Premises into legally separate parcels or lots, Tenant may, subject to the condition set forth in the following sentence, exercise its Purchase Option with respect to any or all of such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(s) or parcel(s) will be adversely affected by such sale. Tenant shall provide to Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord to determine the value of the remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to less than all of the Premises, the Purchase Price shall be the portion of the Funded Amount reasonably allocated by Landlord to the portion of the Premises being purchased under the Purchase Option, plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the sale, break funding costs, if any, plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease and the sale shall be consummate consummated pursuant to the terms of Section 19.1

Option to Purchase Premises. Notwithstanding Lessee shall have the provisions of Section 19.1 right and option to purchase the Premises, and all of the Leasestructures, buildings, and other improvements constructed thereon for a purchase price equal to the fair market value thereof at the end of the initial or option term of this lease, as the case may be. Lessee may exercise this option by giving notice to Lessor at least thirty (30), but not more than ninety (90) days prior to the end of the initial or option term of this lease. Upon exercise of this option, Lessee will deposit $10,000 in cash with the Escrow Agent hereafter designated and in such event, all terms, conditions and provisions herein contained shall serve as a binding purchase agreement between the parties hereto. If the parties are not able to agree upon the fair market value of the Premises within ten (10) days after Lessee has given notice of its exercise of this option to Lessor, then each of the parties shall select one appraiser and said appraisers shall mutually select a third appraiser. The fair market value shall be the average fo all three appraisals produced by such appraisers. In the event any party fails to sellect an appraiser within ten (10) days after the time to do so begins, then any party may seek the appointment of the appraiser by the Superior Court and all time periods specified hereunder shall be suspended pending sellection of such appraiser by the Court. If Lessee shall exercise this option, Lessor shall give Lessee a good, clear and marketable title to the Premises, free and clear of all tenancies liens, encumbrances. encroachments, restrictions, reservations, conditions of record and easements, except taxes due but not yet payable and zoning restrictions, if any. If title is not marketable, then Lessee may elect to either purchase the Premises subject to such unmarketable condition with no reduction in the purchase price or any liability to Lessor, or cancel and terminate its purchase of the Premises, in which event the event Tenant subdivides deposit paid by Lessee to the Escrow Agent shall be refunded in full and the parties shall have no further liability under this Section 44. Transfer of the Premises into legally separate parcels shall be made by general warranty deed conveying title to Lessee, in fee simple. If there is any lien or lotsencumbrance of record against the Premises, Tenant mayLessee may elect to take the Premises subject to any such lien or encumbrance: in such event, the full amount thereof, together with any interest and penalties accrued thereon as of the date of transfer, shall be deducted from the purchase price herein, and Lessee will thereafter indemnify and save Lessor harmless from all further liability thereunder. Within thirty (30) days after Lessee exercises this option, all documents and monies required hereunder shall be deposited by the respective parties with the Escrow Agent, which shall be any title company licensed to do business in the state wherein the Premises are located. This Agreement shall serve as the Escrow Instructions, subject to the Escrow Agent's usual condition set forth in the following sentence, exercise its Purchase Option with respect of acceptance where not contrary to any or all of such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion terms hereof. Real estate taxes, insurance, and any other prepaid or accrued charges customarily prorated shall be prorated as of the Premises remaining after date of transfer according to the sale calendar year. Lessor, at Lessor's expense, shall furnish Lessee with an owner's or fee policy of such lot(s) or parcel(s) will be adversely affected title insurance, issued by such sale. Tenant shall provide to Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord to determine the value of the remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser a title insurance company first approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to less than all of the PremisesLessee, the Purchase Price shall be the portion of the Funded Amount reasonably allocated by Landlord to the portion of the Premises being purchased under the Purchase Option, plus in the amount of any reasonable the purchase price, as evidence or assurance that there has been conveyed to Lessee, the title required to be conveyed hereunder. The Escrow Agent shall cause title to the Premises to be searched, and customary fees, costs if and expenses when the required evidence of Landlord associates with the sale, break funding costs, if any, plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease title can be issued and the sale Escrow Agent has received all funds and documents required to be deposited hereunder, the Escrow Agent shall cause the deed to be consummate pursuant to filed of record and the terms of Section 19.1funds disbursed in accordance herewith.

Option to Purchase Premises. Notwithstanding Lessee shall have the option during the 90 days immediately preceding the tenth, fifteenth and twentieth anniversaries of this Lease and during the 90-day period immediately preceding the end of the first and second optional extension terms set forth in Section 28 of this Lease, if applicable (as applicable, the "Window"), to elect to purchase the Premises for the greater of (i) its fair market value (which fair market value shall be determined in the manner set forth below) or (ii) Lessor's Total Investment. Lessee shall elect such option by giving written notice (the "Option Notice") to Lessor of its intention to do so, and the closing of such purchase must occur during the first 90 days (the "Purchase Price") following the end of the applicable Window for which the Option Notice was given. Within 90 days of Lessor's receipt of the Option Notice, Lessor shall, at Lessee's sole expense, retain an independent MAI appraiser to prepare an appraisal of the fair market value of the Premises, including any additions or renovations thereto. In determining the fair market value of the Premises, the appraiser shall utilize the cost, income and sales comparison approaches to value. In utilizing the income approach, the appraiser shall determine the "leased fee" value of the Premises, which shall be arrived at by considering (i) the income that would be produced by this Lease through the end of the fully extended Lease Term, and (ii) any other factors relating to such approach which the appraiser shall deem relevant in his sole discretion. The highest amount which results from the calculation of each of the cost approach, the income approach, and the sales comparison approach, all as determined in accordance with the provisions of Section 19.1 this Section, shall constitute the fair market value of the LeasePremises for purposes of this Section. If within 20 days after being notified of the result of such appraisal Lessee elects to reject that appraisal, then the first appraisal shall become null and void and Lessor shall nominate to Lessee a list of not less than three independent MAI appraisers who are experienced with appraising property similar to the Premises, and Lessee shall select one such appraiser. Within 60 days of such selection, Lessor shall retain such appraiser to prepare an appraisal of the Premises in the event Tenant subdivides same manner described above. Within 20 days after the results of that appraisal have been delivered to Lessee, Lessee shall notify Lessor of its election to exercise this option to purchase the Premises into legally separate parcels for the price set forth in such appraisal. If such notice of exercise is not received by Lessor within such 20-day period, the option for such time period shall lapse and this Lease shall remain in full force and effect. Upon exercise of this option, Lessor and Lessee shall open an escrow account with a recognized title insurance or lots, Tenant may, trust company selected by Lessor. Such escrow shall be subject to the condition set forth standard escrow instructions of the escrow agent, to the extent they are not inconsistent herewith. At or before the close of escrow, Lessor shall deliver to the escrow agent its special warranty deed conveying to Lessee all of Lessor's right, title and interest in the following sentencePremises free and clear of all liens and encumbrances except liens for taxes and assessments and easements, exercise its Purchase Option with respect covenants and restrictions of record which were attached to any the Premises as of the date hereof, attached during the Interim Term or all the Lease Term through Lessee's action or inaction, as the case may be, have been granted by Lessor in lieu of such separate parcels a taking by the power of eminent domain or lotsthe like, have been approved by Lessee, or which do not materially adversely affect the use of the Premises as a restaurant. Landlord In the event Lessor is unable to convey title as required, Lessee shall have the right to reject Tenant's accept such title as Lessor can convey or elect not to consummate its exercise of its Purchase Option with respect the option, in which case the option for such time period shall lapse and this Lease shall remain in full force and effect. Both Lessor and Lessee agree to less than all of execute a purchase agreement, escrow instructions and such parcels other instruments as may be necessary or lots, if Landlord determines in its reasonable judgment that appropriate to consummate the value of the portion sale of the Premises remaining in the manner herein provided. All cost of exercise of the option, including, but not limited to, escrow fees, title insurance fees, recording costs or fees, attorneys' fees (including those of Lessor), appraisal fees, stamp taxes and transfer fees shall be borne by Lessee. Lessee shall continue to pay and perform all of its obligations under this Lease until the close of escrow which in no event shall occur after the sale of such lot(s) or parcel(s) will be adversely affected by such sale. Tenant shall provide to Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord to determine the value date of the remaining portion expiration of the Premises, including without limitation, an appraisal Lease Term or the expiration of any extension thereof. The purchase price paid by Lessee in exercising this option shall be paid to Lessor or to such person or entity as Lessor may direct at closing in immediately available funds. Lessee shall not have the right to exercise this option or consummate the exercise thereof if at the time of exercise or consummation it shall be in default of any of the remaining portion terms and conditions of this Lease or if any condition shall exist which upon the giving of notice or the passage of time, or both, would constitute a default by Lessee under this Lease. The failure of Lessee to consummate the purchase of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises as contemplated herein shall not release Lessee from its Purchase Option with respect to less than all of the Premises, the Purchase Price shall be the portion of the Funded Amount reasonably allocated by Landlord to the portion of the Premises being purchased obligations under the Purchase Option, plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the sale, break funding costs, if any, plus any then due and delinquent Base Rent and Additional Rent, if any, under the this Lease and the sale Lease shall remain in full force and effect until the expiration of the Lease Term or applicable extension period. The escrow shall close within the applicable Window, or Lessor, at its option, may terminate Lessee's option to purchase the Premises during such time period. The closing date may be consummate pursuant extended for a reasonable period of time to permit Lessor to cure title defects or to permit either party to cure any other defects or defaults provided each party is diligently seeking to cure such defect or default and Lessee continues to perform its obligation hereunder. Lessee may not sell, assign, transfer, hypothecate or otherwise dispose of the option granted herein or any interest therein, except in conjunction with a permitted assignment of Lessee's entire interest herein and then only to the assignee thereof. Any attempted assignment of this option which is contrary to the terms of Section 19.1this paragraph shall be deemed to be a default under this Lease and the option granted herein shall be void.

Option to Purchase Premises. Notwithstanding the provisions of Section 19.1 of the Lease, in the event Tenant subdivides the Premises into legally separate parcels or lots, Tenant may, subject to the condition set forth in the following sentence, exercise its Purchase Option with respect to any or all of such separate parcels or lots. Landlord shall have the right to reject Tenant's exercise of its Purchase Option with respect to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(s(a) or parcel(s) will be adversely affected by such sale. Tenant shall provide be entitled to elect, and Landlord at Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord hereby grants Tenant the option, to determine purchase the value of the remaining portion entirety of the Premises, including without limitationto be exercised at any time during the term of this Lease on not less than sixty (60) days and not more than twenty-four (24) months' prior written notice to Landlord, an appraisal at a price equal to the Fair Option Value (defined below) determined as of the remaining portion date of exercise of the option. Tenant's notice of exercise of the option shall be deemed and shall constitute an irrevocable acceptance by Tenant of Landlord's irrevocable offer to sell and convey the Premises to Tenant. (b) If Tenant shall exercise its option to purchase the Premises, the closing on such option and the conveyance by Landlord to Tenant of the Premises (the "Closing") shall take place on such date designated by Tenant in its notice of exercise but no later than two (2) years after the date of exercise of the option. In the event Closing shall be scheduled to occur after expiration of the Term, the Term shall be automatically renewed on a month-to-month basis until Closing occurs, on the same terms and conditions as are then in effect, including the scheduled adjustment of Base Rent under Section 4.1. On the date of Closing, Landlord shall convey the Premises to Tenant or its designee in the amount of the Fair Option Value determined as of the date of exercise of the option. Landlord shall convey to Tenant by quit claim deed, all right title and interest, if any, of Landlord in and to the Improvements, and shall further convey to Tenant the Premises by special warranty deed , covenanting and warranting against claims of Landlord or those claiming by, through or under Landlord, and transferring marketable fee simple absolute title to the Premises, subject only to this Lease, to all state of facts an accurate survey would show, to taxes and assessments, to zoning regulations and public rights of way, the Permitted Encumbrances and to other encumbrances placed of record with the consent of Tenant; provided however, Landlord shall have no duty to discharge any lien or encumbrance created by, through or under Tenant, but Landlord shall cause any and all mortgage or deed of trust liens affecting Landlord's fee ownership of the Premises to be paid and discharged at Closing. Landlord shall also execute and furnish Tenant with a standard "owner's affidavit" so as to enable Tenant to obtain an owner's policy of title insurance at Closing, without exception, as to Landlord's acts only, for mechanic's liens, rights of parties in possession and such other matters as may be covered under the standard title company affidavit for owners. In connection with the closing or incidental to the conveyance of the Premises, Tenant shall pay any and all recording costs, and Landlord and Tenant shall each pay one-half of any escrow fees charged by Tenant's title insurance company and closing escrow agent, but otherwise Landlord and Tenant shall pay their own respective costs. At the option and election of Tenant to be exercised in writing at the closing, the Lease may be terminated effective as of the conveyance of the Premises. There shall be no adjustments for real estate taxes and assessments or for any other costs or charges payable by Tenant under the Lease. Closing shall occur at the offices of a national title company designated by Tenant located in County. All other closing matters shall be handled in accordance with the standard closing practices of the title company. (c) For purposes of this option to purchase the Premises, it is expressly understood and agreed that the term "Fair Option Value" shall mean the greater of (x) $ or (y) Fair Market Value of Landlord's title to the Land comprising part of the Premises with such Fair Market Value of the Land to be determined as if the Land were not improved and were unencumbered by this Lease. Tenant's estimate of the Fair Market Value shall be supported by a written appraisal prepared by an appraiser approved by Landlordwho is an Member of the Appraisal Institute ("MAI") having not less than fifteen (15) years experience in the appraisal of commercial real estate in County. In the event Landlord shall not agree with the Fair Market Value as so determined by Tenant's appraiser, Landlord shall so notify Tenant properly exercises its Purchase Option with respect in writing within thirty (30) days from receipt of Tenant's advice as to the Fair Market Value (such notice to include a written appraisal prepared by an MAI appraiser having not less than all fifteen (15) years experience in the appraisal of commercial real estate in County. If Landlord and Tenant are unable to reach agreement within thirty (30) days after the date of Landlord's response to Tenant, then the issue of Fair Market Value shall be submitted to binding arbitration conducted in accordance with the Commercial Arbitration Rules of the Premises, American Arbitration Association ("AAA") or a similar arbitration mechanism if AAA is no longer in existence. Each party shall pay the Purchase Price shall be the portion of the Funded Amount reasonably allocated by Landlord to the portion of the Premises being purchased under the Purchase Option, plus the amount of any reasonable and customary fees, costs fees and expenses of Landlord associates with its appraiser and one-half the sale, break funding costs, if any, plus any then due fees and delinquent Base Rent and Additional Rent, if any, under expenses of the Lease and the sale shall be consummate pursuant to the terms of arbitrator. Section 19.12.6

Option to Purchase Premises. Notwithstanding (A) Tenant shall have the provisions option to purchase the Premises ("Option") at the Option Price payable to Landlord; provided, however, that (i)Tenant provides Landlord with written notice of Section 19.1 its exercise of the Option no later than ninety (90) days prior to the end of the Term and (ii) Tenant is not then in default under this Lease or under any other agreement or obligation of Tenant to Landlord, or, if Tenant is in default under this Lease, Landlord elects, at its sole option, to allow Tenant to exercise the Option or to proceed to purchase the Premises. The sale shall be made upon substantially the same terms and conditions provided in the event contract attached as Exhibit B hereto. Tenant subdivides shall take title to the Premises into legally separate parcels subject to their existing liens or lotsencumbrances and any other act done or suffered by Tenant. Landlord and Tenant shall close the sale of the Premises as soon as they can agree to close, but in no event shall the closing of the transaction contemplated hereby occur later than thirty (30) days after the date Landlord receives written notice of Tenant's election to exercise the Option (the "Exercise Date"). After the valid exercise of the Option and until the closing of the transaction to purchase the Premises (the "Closing"), this Lease shall remain in full force and effect. Upon Closing, this Lease shall terminate and be of no force and effect with no further action of the Landlord and Tenant, shall record a termination lease pursuant to Section 8.09 hereof. If the transaction contemplated hereby does not close due to a breach by Landlord, Tenant may, subject at its option, terminate this Lease by providing written notice to Landlord thereof. If the condition set forth transaction contemplated hereby does not close due to a breach by Tenant, Landlord may, at its option, terminate this Lease by providing Tenant with written notice thereof. If the Lease is terminated pursuant to this Section 4.06(A), This Lease shall terminate on the last day of the month following the month in the following sentence, exercise its Purchase Option with respect to any or all which such notice of such separate parcels or lotstermination was given. If Landlord shall have the right to reject notifies Tenant of a bona fide offer under Section 4.06(B) of this Lease. Tenant's exercise of its Purchase Option with respect option to less than all of such parcels or lots, if Landlord determines in its reasonable judgment that the value of the portion of the Premises remaining after the sale of such lot(spurchase under this Section 4.06(A) or parcel(s) will may not be adversely affected by such sale. Tenant shall provide to Landlord at exercised and becomes null and void unless and until Tenant's sole cost and expense such documents and information reasonably required by Landlord in order for Landlord to determine the value of the remaining portion of the Premises, including without limitation, an appraisal of the remaining portion of the Premises prepared by an appraiser approved by Landlord. In the event Tenant properly exercises its Purchase Option with respect to less than all of the Premises, the Purchase Price shall be the portion of the Funded Amount reasonably allocated by Landlord to the portion of the Premises being purchased under the Purchase Option, plus the amount of any reasonable and customary fees, costs and expenses of Landlord associates with the sale, break funding costs, if any, plus any then due and delinquent Base Rent and Additional Rent, if any, under the Lease and the sale shall be consummate reinstated pursuant to the terms of Section 19.14.06(B).