Common use of Purchase Obligation Clause in Contracts

Purchase Obligation. Unless (i) the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased the Leased Property pursuant thereto, (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereof, then, subject to the terms, conditions and provisions set forth in this Article, Lessee shall purchase from Lessor, and Lessor shall convey to Lessee, on the Lease Termination Date Lessor's entire interest in all, but not less than all, of the Leased Property. Lessee may designate, in a notice given to Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause Lessee to be released, fully or partially, from any of its obligations under this Lease.

Purchase Obligation. Unless (i) the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased all of the Leased Property pursuant thereto, (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section SECTION 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section SECTION 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section SECTION 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section SECTION 15.7 and 15.8 hereof, thenTHEN, subject to the terms, conditions and provisions set forth in this Article, Lessee shall purchase from Lessor, and Lessor shall convey to Lessee, on the Lease Termination Date Lessor's entire interest in all, but not less than all, of the Leased Property. Lessee may designate, in a notice given to Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; providedPROVIDED, howeverHOWEVER, that such designation of a transferee shall not cause Lessee to be released, fully or partially, from any of its obligations under this Lease.

Purchase Obligation. (a) Unless (i) the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased all of the Leased Property pursuant thereto, (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereof, then, subject to the terms, conditions and provisions set forth in this ArticleArticle XV, the Lessee shall purchase from Lessorthe Lessor for a purchase price equal to the Lease Balance, and the Lessor shall convey to the Lessee, on the Lease Termination Date Date, the Lessor's ’s entire interest in all, but not less than all, of the Leased PropertyProperty in accordance with the Purchase Procedure set forth in Section 15.5. The Lessee may designate, in a notice given to the Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Lease or the other Operative Documents. (b) If the Lessee fails to purchase the Leased Property as provided in Section 15(a) above, the Lessee’s right to purchase the Leased Property pursuant to Section 15(a) shall terminate, and the Lessor shall have the unrestricted right, in addition to and not in lieu of any other remedies available to the Lessor under Article XIV as a result of such failure, to sell the Leased Property to a third party in full or partial satisfaction of the Lessee’s obligations under this Lease. In the event the Lessor elects to sell the Leased Property to a third party as provided herein, the Lessee shall continue to be liable to the Lessor for an amount (the “Lessee’s Net Payment”) equal to the difference between (i) the net proceeds from the sale of the Leased Property, after first deducting therefrom all costs and expenses incurred by the Lessor incident to such sale, including, without limitation, all costs, expenses, fees, premiums and taxes described in Section 15.5(c) (the “Sales Proceeds”), and (ii) the Lease Balance, plus any and all other sums due and owing from the Lessee pursuant to this Lease and the other Operative Documents (collectively, the “Outstanding Lease Obligations”). The Lessor shall have the right to demand payment of the Lessee’s Net Payment from the Lessee at any time following the Lease Termination Date, and the Lessee shall make such payment to the Lessor within five (5) Business Days of the Lessee’s receipt of such demand. In the event the Lessor demands payment of the Lessee’s Net Payment prior to the sale of the Leased Property to a third party, then for purposes of calculating the Lessee’s Net Payment, the Sales Proceeds shall be deemed to equal the Fair Market Sales Value of the Leased Property. Upon the closing of the sale of the Leased Property, if the Sales Proceeds (plus the Lessee’s Net Payment, if previously paid by the Lessee prior to the sale of the Leased Property) exceed the Outstanding Lease Obligations, such excess shall be paid by the Lessor to the Lessee within five (5) Business Days of such closing, and, if the Outstanding Lease Obligations exceed the Sales Proceeds (plus the Lessee’s Net Payment, if previously paid by the Lessee prior to the sale of the Leased Property), such excess shall be paid by the Lessee to the Lessor within five (5) Business Days of such closing.

Purchase Obligation. Unless (i) the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased the Leased Property pursuant thereto, (ii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled all of the conditions of Section 15.6 hereof and Lessor shall have sold its interest in the Leased Property pursuant thereto or (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions all of Section 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereof, then, subject to the terms, conditions and provisions set forth in this Article, Lessee shall purchase from Lessor, and Lessor shall convey to Lessee, on the Lease Termination Date all of Lessor's entire interest in all, but not less than all, of the Leased Property. Lessee may designate, in a notice given to Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause Lessee to be released, fully or partially, from any of its obligations under this Lease.

Purchase Obligation. Unless (a) If on or before the Lease Maturity Date Lessee has not offered or arranged to be offered to Lessor Take-out Financing, Alternative Take-out Financing (both as hereinafter defined in this Section 21.1) or other nonrecourse financing acceptable to Lessor, and if such financing has not closed on or before the Lease Maturity Date, then Lessee (or its designee) shall purchase the Property on the Lease Maturity Date, and, in such event, the Lessee's purchase price shall be equal to the outstanding balance of the Interim Project Loan, plus all other amounts due by Lessor under the Interim Project Loan Documents, plus an amount equal to twelve percent (12%) of the Total Property Costs as adjusted pursuant to Article XXIII. (b) If, on or before the Lease Maturity Date, (i) Lessor is in default under its obligations under the Lessee and Lease, or the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the LenderInterim Project Loan Documents, (ii) Lessor has accepted financing offered or arranged to be offered by Lessee shall have properly exercised under this Section 21.1, but has failed to close on such financing within the Purchase Option and purchased the Leased Property pursuant theretotime frame specified by Lessee, or (iii) Lessee has offered or arranged to be offered to Lessor nonrecourse financing for not less than 95 % of the Total Property Costs (a "Permanent Loan"), which Permanent Loan has a term of twenty (20) years or less during which term the Permanent Loan shall have properly exercised be fully amortized, and Lessee has agreed to execute and deliver to Lessor a Standard Net Lease (as defined herein) providing a return per annum on the Remarketing Option and shall have fulfilled Developer Equity equal to the conditions Current Yield (as defined below) for the term of Section 15.6 hereof such financing (the "Take-out Financing"), and Lessor shall have sold its entire interest does not accept such Take Out Financing by delivery of an unconditional acceptance thereof in the Leased Property pursuant thereto or writing delivered to Lessee within fifteen (iv15) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions days of Section 15.6 hereof but the Lessor shall have rejected receipt of Lessee's written offer to provide such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereoffinancing, then, subject to in the termscase of any of (i), conditions and provisions set forth in (ii) or (iii) of this Articlesubpart (b), Lessee (or its designee) shall purchase from Lessor, and Lessor shall convey to Lessee, the Property on the Lease Termination Date Lessor's entire interest in all, but not less than all, of the Leased Property. Lessee may designate, in a notice given to Lessor not less than ten (10) Business Days or prior to the closing of Lease Maturity Date and, in such event, Lessee's purchase (time being price shall be equal to the outstanding balance of the essence)Interim Project Loan plus all other amounts due by Lessor under the Interim Project Loan Documents. "Current Yield" shall mean: (x) 12%, if the transferee to whom long term unsecured debt rating of Borders Group, Inc., assigned by Standard & Poor's Corporation, is below BBB, (y) 11.5% if the conveyance long term unsecured debt rating of Borders Group, Inc., assigned by Standard & Poor's Corporation, is BBB or higher but below A and (z) 11%, if the long term unsecured debt rating of Borders Group, Inc., assigned by Standard & Poor's Corporation, is A or better. A "Standard Net Lease" shall be made (if other than to Lessee), in which case such conveyance shall (subject mean a lease having a primary term equal to the term of the Permanent Financing, with rent payable to Lessor on a "net basis" (i.e., Lessee responsible for payment of all taxes, insurance costs and for maintenance and repair of the Property containing such other terms and conditions set forth hereinas are generally standard and consistent with then-current industry standards for institutional lenders in securitized mortgage financing programs, and providing eight (8) option terms of five (5) be made years each on the same terms and conditions as during the Primary Term but with payments of base rent to increase on the first day of each option term by the lesser of ten percent (10%) or five (5) times the average annual increase in the CPI for the five year period ending on the commencement of such designeeoption term; provided, however, that such designation notwithstanding the foregoing, in no event shall the term of the Standard Net Lease (including any option terms which are contained in the Standard Net Lease and which are exercised by Lessee) extend beyond the term of the Ground Lease (including any option terms which are contained in the Ground Lease). The term "CPI" shall mean the Consumer Price Index for all Urban Consumers - U.S. Average (1982-84 = 100) as determined by the United States Department of Labor, Bureau of Labor Statistics for "All Items". The obligations of the Lessee under the Standard Net Lease shall be guaranteed by Borders Group, Inc. under a transferee shall Lease Guaranty Agreement not cause Lessee less favorable to be releasedLessor than the Lease Guaranty Agreement attached as Exhibit E. Borders Group, fully or partially, from any Inc. has executed this Lease solely for the purpose of acknowledging its obligations under this obligation to provide a Lease Guaranty Agreement for the Standard Net Lease.

Purchase Obligation. Unless any one of the following numbered events shall have occurred: (i) the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option with respect to all of the Leased Property and purchased all of the Leased Property pursuant thereto, ; (iiiii) the Lessee shall have properly exercised the Remarketing Option and shall have fulfilled all of the conditions of Section SECTION 15.6 hereof and the Lessor shall have sold its entire interest in the Leased Property pursuant thereto or thereto; (iviii) the Lessee shall have properly exercised the Remarketing Option and shall have fulfilled all of the conditions of Section SECTION 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section SECTION 15.6(xi) hereof and the Lessee shall then have timely fulfilled all of its obligations under Section SECTION 15.7 and 15.8 hereof, then; or (iv) the Lease Term shall have been extended in accordance with SECTION 15.2(a) hereof; THEN, subject to the terms, conditions and provisions set forth in this ArticleARTICLE XV, the Lessee shall purchase from the Lessor, and the Lessor shall convey to the Lessee, on the Lease Termination Date all of the Lessor's entire interest in all, but not less than all, of the Leased PropertyProperty for the purchase price specified in SECTION 15.4 hereof. The Lessee may designate, in a notice given to the Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Lease.

Purchase Obligation. Unless (i) Subject to satisfaction of the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased the Leased Property pursuant thereto, (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereof, then, subject to the terms, conditions and provisions set forth in this ArticleSection and elsewhere herein, Lessee shall at each Obligation Closing (as defined in Section 4) the Purchasers agree to purchase from Lessorthe Company (the "PURCHASE OBLIGATION"), and Lessor 8% convertible notes (the "OBLIGATION NOTES") in up to the principal amount set forth in the Obligation Notice (as defined in Section 2.2). Notwithstanding the foregoing, in no event shall convey any Purchaser be obligated to Lesseepurchase at any Obligation Closing, a number of Obligation Notes greater than the product of (x) such Purchaser's allocable percentage, as set forth opposite such Purchaser's name on Exhibit A under the column heading "Allocable Percentage," multiplied by (y) the aggregate amount of Obligation Notes requested to be purchased at such Obligation Closing (based on the Lease Termination Date LessorObligation Notice delivered), without such Purchaser's entire interest prior written consent. Collectively, the Obligation Notes, Obligation Warrants (as defined in allSection 3) and Common Stock issuable upon conversion of the Obligation Notes and exercise of the Obligation Warrants are referred to as the "PURCHASE OBLIGATION SECURITIES." The Initial Notes and Obligation Notes are collectively referred to herein as the "Notes." The form of Obligation Notes is annexed hereto as Exhibit C. The holders of the Purchase Obligation Securities are granted all the rights, undertakings, remedies, liquidated damages and indemnification granted to the Purchasers in connection with the Initial Notes, including but not less than alllimited to, the rights and procedures set forth in Sections 8, 9 and 10 hereof. In addition to the restrictions contained in Section 2.2 hereof, each Purchaser's agreement to purchase the Initial Notes at the Second Closing Date and the Obligation Notes at any Obligation Closing is contingent on the following any, some or all of which may be waived by a Purchaser in writing: (i) As of the Leased Propertydate of delivery of the Obligation Notice and the date of such Obligation Closing, the shares of Common Stock issuable upon conversion of the Obligation Notes and Obligation Warrants must be included in an effective registration statement described in Section 10 hereof; (ii) As of the Second Closing Date or the date of delivery of each Obligation Notice and of such Obligation Closing, as the case may be, the Company will be a full reporting company with the class of shares of Common Stock registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the "EXCHANGE ACT"); (iii) No Material Adverse Change in the Company's business or business prospects shall have occurred after the Initial Closing Date. Lessee may designate"MATERIAL ADVERSE CHANGE" is defined as any effect on the business, in a notice given to Lessor not less than ten (10) Business Days prior operations, properties, prospects, or financial condition of the Company that is material and adverse to the closing of such purchase (time being Company and its subsidiaries, if any, taken as a whole, and/or any condition, circumstance, or situation that would prohibit or otherwise interfere with the ability of the essence), the transferee Company to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms enter into and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause Lessee to be released, fully or partially, from perform any of its obligations under this Lease.Agreement, or any other agreement entered into or to be entered into in connection herewith, in any material respect. There shall not have been a material negative restatement of the Company's financial statements since the Initial Closing Date;

Purchase Obligation. Unless (i) Commencing with the Lessee first renewal period of this Lease on April 1, 1984, if such renewal option shall have been exercised by the LESSEE, LESSOR shall purchase any and all LESSEE Improvements on the Premises at any time after the end of the initial term, including those present improvements whose ownership is being transferred from the LESSOR to the LESSEE pursuant to paragraph 5 hereof, upon the occurrence of any one or more of the following conditions: a. Upon either the unremedied default by LESSEE of any provision of this agreement and the Lessor shall have extended retaking of the Premises by LESSOR, in the event LESSEE fails to renew this Lease Term for the second or subsequent renewal terms pursuant to a supplement to LESSEE'S renewal rights contained in paragraph 3 of this agreement or at the expiration of this Lease containing conditions at the end [Illegible] Upon any of these occurrences, the purchase price for the LESSEE Improvements shall be seventy-five percent (75%) of the market value thereof as determined by the appraisal procedure set forth hereafter. b. Upon termination of this Lease by LESSEE pursuant to paragraph 19 hereof, provided LESSEE is not in default of any material provision hereunder, if any one or more of the following events exists: 1. The discontinuance by Outagamie County of the operation known as the Outagamie County Airport in such fashion that the LESSEE will be unable to continue its use of the Premises for the intended purpose; 2. The assumption by the United States Government or any other governmental agency or instrumentality of the operation, control, or use of Outagamie Airport in such a manner as to preclude LESSEE from using such Airport in the conduct of its business; 3. A default by LESSOR to meet and terms observe any of the material covenants herein contained if such default continues for a period of thirty (30) consecutive days or more after written notice to LESSOR by LESSEE, unless LESSOR has begun, and is continuing, in good faith to remedy in such interval and if such default precludes LESSEE from using such Airport in the conduct of its business. The purchase price for the LESSEE Improvements upon any one of these occurrences shall be the full market value thereof as determined by the appraisal procedures set forth hereafter. In the event that the Purchase Obligation heretofore described shall be activated, the market value of LESSEE'S Improvements shall be established within thirty (30) days after the date requiring LESSEE to so purchase. Closing of the purchase shall occur within thirty (30) days of the establishment of the market value and shall take place at the site specified by LESSOR in Outagamie County, Wisconsin, unless the parties agree otherwise. LESSEE, at such closing after receipt of payment from LESSOR, shall deliver a Bill of Sale or other similar docume▇▇ ▇atisfactory in form to LESSOR'S counsel, transferring the LESSEE Improvements to LESSOR free and clear of all liens and encumbrances arising out of LESSEE'S acts or omissions. The market value of the LESSEE Improvements shall be determined by an appraiser mutually agreeable agreed upon by the parties. If the parties cannot agree on a sole appraiser, each of the parties shall name one appraiser, such appraisers shall in turn select a third, and the selected appraisers shall act promptly to determine the market value. The decision, and agreement, of any two of the appraisers as to the Lessee and market value shall be binding on the Lessor and approved parties. Cost of the appraisal shall be shared equally by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased the Leased Property pursuant thereto, (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereof, then, subject to the terms, conditions and provisions set forth in this Article, Lessee shall purchase from Lessor, and Lessor shall convey to Lessee, on the Lease Termination Date Lessor's entire interest in all, but not less than all, of the Leased Property. Lessee may designate, in a notice given to Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause Lessee to be released, fully or partially, from any of its obligations under this Leaseparties.

Purchase Obligation. Unless (i) the Lessee and the Lessor shall have extended the Lease Term pursuant to a supplement to this Lease containing conditions and terms mutually agreeable to the Lessee and the Lessor and approved by the Lender, (ii) Lessee shall have properly exercised the Purchase Option and purchased all of the Leased Property pursuant thereto, (iii) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof and Lessor shall have sold its entire interest in the Leased Property pursuant thereto or (iv) Lessee shall have properly exercised the Remarketing Option and shall have fulfilled the conditions of Section 15.6 hereof but the Lessor shall have rejected such sale pursuant to Section 15.6(xi) and Lessee shall then have timely fulfilled all of its obligations under Section 15.7 and 15.8 hereof, then, subject to the terms, conditions and provisions set forth in this Article, Lessee shall purchase from Lessor, and Lessor shall convey to Lessee, on the Lease Termination Date Lessor's entire interest in all, but not less than all, of the Leased Property. Lessee may designate, in a notice given to Lessor not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee to whom the conveyance shall be made (if other than to Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee shall not cause Lessee to be released, fully or partially, from any of its obligations under this Lease.