Purchase Option. (a) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein. (b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing. (c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord. (d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date. (e) At the Closing, Landlord shall cause the following items to be furnished to Tenant: (1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord. (2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property. (3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇. (4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts. (5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions. (f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: ------------- (1) Pay to Landlord the Base Purchase Price in cash. (2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions. (g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Industrial Real Estate Lease (Doskocil Manufacturing Co Inc), Industrial Real Estate Lease (Doskocil Manufacturing Co Inc)
Purchase Option. (a) Landlord hereby grants to Tenant the exclusive option to elect to purchase, during purchase the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price Premises for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) 115% of the fair market value of the ----- Property as such fair market value Premises (the “Purchase Option”), subject to the following provisions:
35.1.1 Tenant shall have no right to exercise the Purchase Option: (i) during the period commencing with the giving of any notice of default and continuing until said default is agreed upon cured, and (ii) during the period of time any Rent is due and unpaid.
35.1.2 Such Purchase Option must be exercised, if at all, by Tenant delivering to Landlord notice thereof (the parties“Exercise Notice”) at least 12 months prior to the expiration or termination of the initial Lease Term. If Tenant does not timely deliver the parties are unable to agree upon Exercise Notice, the fair market value option herein granted shall terminate; time being of the Property within ten (10) days after delivery of Tenant's election essence with respect to purchase the Property (the "Option delivering thereof. If Tenant timely delivers an Exercise Notice"), then Landlord shall sell to Tenant, and Tenant shall purchase from Landlord, the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination Premises for 115% of the fair market value of the Property Premises. The Premises shall be binding on the partiessold in its then-current, as-is, with all faults conditions and without any representation and warranty, expressed or implied, whatsoever. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the sale transaction pursuant to shall occur upon the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount expiration of the Base initial Lease Term. Upon the termination of the Purchase PriceOption herein granted, containing no liens against (a) Tenant shall execute and deliver such documents as Landlord may request to evidence the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇termination thereof, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; Landlord may execute, file and (c) one-half (1/2) record an instrument evidencing the termination of any escrow fee charged by the Title CompanyPurchase Option herein granted. On or before ClosingIf Tenant fails to execute and deliver such documents, then Landlord may do so. Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;hereby appoints Landlord its attorney in fact for such purpose, which appointment is coupled with an interest and is irrevocable.
Appears in 2 contracts
Sources: Lease Agreement, Lease Agreement (NPS Pharmaceuticals Inc)
Purchase Option. (a) Landlord Without prejudice to the enforcement of the remedies of Senior Agent and the other Senior Lenders, within five (5) Business Days after the date, if any, that Senior Agent delivers a written notice to Junior Agent that a Triggering Event exists, which it hereby grants agrees to Tenant do promptly upon obtaining knowledge of such Triggering Event, any one or more of the option Junior Creditors (acting in their individual capacity or through one or more Affiliates) shall have the right, but not the obligation (each Junior Creditor having a ratable right to elect to make the purchase, during with each Junior Creditor’s right to purchase being automatically proportionately increased by the sixty-first amount not purchased by another Junior Creditor), by giving a written notice (61stthe “Purchase Notice”) through to Senior Agent prior to the sixty-fourth expiration of such five (64th5) month Business Day period to acquire from the Senior Lenders all (but not less than all) of the Term right, title and during the one hundred and twentieth (120th) month interest of the Term Senior Lenders in and to all (but not less than all) of the Senior Debt and the Senior Debt Documents and to assume all obligations of such Senior Lenders (that are to be performed after the date of closing of such purchase option and are not in respect of events that occurred prior to such date). The Purchase Notice, if given, shall be irrevocable.
(b) On the date specified in the Purchase Notice (which shall not be less than three (3) Business Days nor more than ten (10) Business Days after the receipt by Senior Agent of the Purchase Notice), the Senior Lenders shall sell to the purchasing Junior Creditors and purchasing Junior Creditors shall purchase and assume from the Senior Lenders, all (but not less than all) of the Senior Debt (including any unfunded commitments and all other obligations (that are to be performed after the date of closing of such purchase option and are not in respect of events that occurred prior to such date) of the Senior Lenders under the Senior Debt Documents). Each Senior Creditor and each Obligor hereby irrevocably consents to each transfer or assignment contemplated by this Section 24.
(c) On the date of such purchase and sale, purchasing Junior Creditors shall (i) pay to Senior Agent, for the benefit of the Senior Lenders, as the purchase price therefor the full amount of all the Senior Debt (including principal, interest, fees, LIBOR breakage or similar breakage amounts, and expenses, including reasonable attorneys’ fees and expenses, but excluding Senior Debt cash collateralized in accordance with clause (c)(ii) below) then outstanding and unpaid, (ii) furnish cash collateral to Senior Agent in such amounts in connection with (A) any L/C Obligations as are required under the Senior Credit Agreement and (B) Obligations arising under any Credit Product Arrangements as are reasonably requested by Senior Agent to the extent such Credit Product Arrangements are not terminated and the termination or similar payment is not included in the purchase price of the Senior Debt, and (iii) agree to acquire at par value the claims of the Senior Agent and the Senior Lenders for all substantiated and reasonable out-of-pocket expenses to the extent due and payable in accordance with the Senior Debt Documents (including the reimbursement of extraordinary expenses, financial examination expenses, and appraisal fees). Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of Senior Agent as Senior Agent may designate in writing to Junior Creditors for such purpose. Interest shall be calculated to but excluding the Business Day on which such purchase and sale shall occur if the amounts so paid by purchasing Junior Agent to the bank account designated by Senior Agent are received in such bank account prior to 2:00 p.m., New York City time, and interest shall be calculated to and including such Business Day if the amounts so paid by purchasing Junior Creditors to the bank account designated by Senior Agent are received in such bank account later than 2:00 p.m., New York City time.
(d) Such purchase shall be expressly made without representation or warranty of any kind by Senior Agent and the Senior Lenders as to the Senior Debt so purchased or otherwise and without recourse to Senior Agent or any other Senior Lender, except that each Senior Lender shall represent and warrant: (i) that the amount quoted by such Senior Lender as its portion of the purchase price represents the amount shown as owing with respect to the claims transferred as reflected on its books and records, (ii) it owns, or has the right to transfer to purchasing Junior Creditors, the rights being transferred, and (iii) such transfer will be free and clear of Liens and claims.
(e) If the Junior Creditors fail to close the purchase within 60 days the required time period described above in Section 24(b), Senior Agent and the Senior Lenders shall have no further obligations to the Junior Creditors under this Section 24 without limiting any rights or remedies Senior Agent or the Senior Lenders may have hereunder. In the event that any one or more of Junior Creditors exercises and consummates the purchase option set forth in this Section 24, (i) Senior Agent shall have the right, but not the obligation (unless required by clause (ii) below), to immediately resign as Senior Agent under the Senior Debt Documents, subject to an agreed upon transition period with respect to delivering possessory Collateral and assigning certain Senior Debt Documents (such as mortgages, intellectual property security agreements and deposit account control agreements) and financing statements necessary to maintain the continued perfection of the election, all of Landlord's right, title and successor Senior Agent’s security interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice Collateral not to exceed thirty (hereinafter defined30) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇days, and executed copies of all such contracts(ii) purchasing Junior Creditors shall have the right, but not the obligation, to require Senior Agent to immediately resign as Senior Agent under the Senior Debt Documents.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Subordination and Intercreditor Agreement, Subordination and Intercreditor Agreement (e.l.f. Beauty, Inc.)
Purchase Option. (a) Landlord hereby grants to Tenant From and after the option to elect to purchase, during date of this Amendment and though the sixty-close of business on the day immediately preceding the first (61st) through the sixty-fourth (64th) month anniversary of the Term and during date of this Amendment (the one hundred and twentieth (120th) month "Term"), Tenant shall have the right to purchase the entire interest of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest Landlord in the Property, including without limitation, the buildings, parking lot, fixtures at a purchase price of Five Million Dollars ($5,000,000) net to Landlord and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinfor below (the "Option").
(b) The total base purchase price for Tenant shall exercise the Property Option by delivering written notice thereof (the "Base Purchase ------------- PriceNotice") shall be ninety-five percent (95%) to Landlord at any time during the Term of the fair market value Option in accordance with Section 40 of the ----- Property as such fair market value is agreed upon by the partiesLease. If Tenant exercises the parties are unable to agree upon Option, the fair market value closing of the purchase and sale of the Property will occur at a time and place specified in the Notice; provided, however, that such closing shall occur within ten (10) 30 days after delivery of Tenant's election to purchase the Property (giving of the "Option Exercise Notice"), then the fair market value Notice by Tenant and shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiserwithin Dade County, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingFlorida.
(c) At the Closing (hereinafter defined)closing, Landlord shall convey the Property to Tenant by special warranty deed fee simple title to the Property, free and clear of all mortgages, liens and encumbrances of any kind, except for (i) liens for taxes not yet due and payable, and (ii) such easements, imperfections or irregularities which are minor in nature and will not, either individually or collectively, adversely affect the value of the Property or the use thereof (such permitted encumbrances specified in the foregoing clause (i) and (ii) being collectively called the "DeedPermitted Encumbrances") in form ). Moreover, Landlord shall execute and substance ---- deliver all other customary closing documents reasonably acceptable to requested by Tenant and Landlordor the title company.
(d) The closing At closing, Tenant shall pay the purchase price to Landlord by cashier's check, certified check or other readily available funds. Tenant shall also pay (i) all unpaid rent or other charges due and owing under the Lease, and (ii) all expenses and costs incurred in connection with the exercise of the transaction pursuant Option, including, without limitation, title insurance premiums, transfer or stamp taxes, closing fees and recording fees. Landlord shall furnish to the Option Exercise Notice (the "Closing") shall be Tenant, at the main office Tenant's expense, an ALTA Owner's Policy, dated as of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date, from a title company licensed to do business in Florida, with standard non-survey exceptions deleted showing Tenant as having good and marketable fee simple title in the Property, subject only to the Permitted Encumbrances, and, at the request of Tenant given at least 10 business days prior to closing, provide, at Tenant's expense, a survey of the Property as required to delete all standard survey exceptions from such Owner's Policy.
(e) At the Closing, Landlord shall not, without the prior written consent of Tenant, cause the following items or permit any lien or encumbrance (other than current liens and encumbrances) to be furnished created upon or attach to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in or increase the amount of the Base Purchase Price, containing no liens indebtedness secured by current mortgages against the Landlord's fee interest Property until in either case the Property.
(3) A duly executed Option shall have expired without being exercised. Attached as Exhibit B hereto is a list of currently outstanding mortgages, liens and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to other encumbrances against the Property and designated by ▇▇▇▇▇▇and, and executed copies of all such contractswhere applicable the currently outstanding indebtedness secured thereby.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Lease Amendment (Mako Marine International Inc), Lease Amendment (Mako Marine International Inc)
Purchase Option. (a) Landlord hereby grants to Tenant If (i) your relationship with the Company or a Related Entity terminates for any reason at any time or (ii) a Change of Controls occurs, the Company and/or its designees) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first option is exercised, you (61stor your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event. of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor")) through shall sell to the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionCompany and/or its assignee(s), all of Landlordor any portion (at the Company's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery option) of the Option Exercise Notice Shares And/or the Option held by the Grantor (hereinafter defined) such Option Shares and Option collectively being referred to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to as the Property upon the same terms and conditions set forth herein"Purchasable Shares").
(b) The total base Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date of the termination of your relationship or such Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Property (Purchasable Shares purchased pursuant to the "Base Purchase ------------- Option shall be, in the case of any Option Shares, the Fair Market Value per share times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Option Exercise Price") . The purchase price shall be ninety-five percent (95%) paid in cash. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute purchasers) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordthen pledged or encumbered.
(d) The closing To assure the enforceability of the transaction pursuant Company's rights under this Section 6, each certificate or instrument representing Option Shares subject to this Option Agreement shall bear a conspicuous legend in substantially the Option Exercise Notice (the following form: "ClosingTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 1996 STOCK OPTION PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At The Company's rights under this Section 6 shall terminate upon the Closing, Landlord shall cause the following items to be furnished to Tenant:
consummation of a Qualifying Public Offering (1) The Deed as defined in the form required hereinabove, ▇▇▇▇ executed and acknowledged by LandlordPlan).
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Campfire Inc), Non Qualified Stock Option Agreement (Campfire Inc)
Purchase Option. (a) Landlord hereby grants to Tenant If in accordance with the terms of the Plan, the Company shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first option is exercised, you (61stor your executor or the administrator of your estate or the Person who acquired the right to exercise the Option by bequest or inheritance in the event of your death, or your legal representative in the event of your incapacity (hereinafter, collectively with such optionee, the "Grantor") through shall sell to the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionCompany and/or its assignee(s), all of Landlordor any portion (at the Company's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery option) of the Option Exercise Notice Shares and/or the Option held by the Grantor (hereinafter defined) such Option Shares and Option collectively being referred to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to as the Property upon the same terms and conditions set forth herein"Purchasable Shares").
(b) The total base Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year from the date the Purchase Option arises under the terms of the Plan. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Property (Purchasable Shares purchased pursuant to the "Base Purchase ------------- Option shall be, in the case of any Option Shares, the Fair Market Value per share as of the date of notice of exercise of the purchase Option times the number of shares being purchased, and in the case of the Option, the Fair Market Value per share times the number of Vested Shares subject to such Option which are being purchased, less the applicable per share Exercise Price") . The purchase price shall be ninety-five percent (95%) paid in cash. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordthen pledged or encumbered.
(d) The closing To assure the enforceability of the transaction pursuant Company's rights under this Section 5, each certificate or instrument representing Option Shares subject to the this Option Exercise Notice (the "Closing") Agreement shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause bear a conspicuous legend in substantially the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlordform: "THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2002 STOCK OPTION PLAN FOR KEY EMPLOYEES AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH OPTION PLAN AND OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;"
Appears in 2 contracts
Sources: Non Qualified Stock Option Agreement (Home Interiors & Gifts Inc), Non Qualified Stock Option Agreement (Home Interiors & Gifts Inc)
Purchase Option. The Tenant is hereby granted an option to purchase on the Expiration Date all, but not less than all, of the Individual Properties comprising the Leased Property, upon the following terms and conditions:
(a) Landlord hereby grants The option may be exercised not earlier than three hundred sixty (360) days nor later than two hundred seventy (270) days prior to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month Expiration Date of the Initial Term by notice, as defined herein, to the Landlord and during the one hundred and twentieth (120th) month Agent. Time shall be of the Term and essence with respect to close the exercise of this purchase within 60 days option. The option shall apply only to the Expiration Date of the electionInitial Term, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous not to the Property upon the same terms and conditions set forth hereinExpiration Date of any Renewal Term.
(b) The total base purchase price for the Leased Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice")in accordance with this option, then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and as set forth in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingSection 15.2 below.
(c) At This purchase option may not be severed from this Lease or separately sold, assigned or otherwise transferred. Any such sale, assignment or transfer or attempted sale, assignment or transfer in violation of the Closing (hereinafter defined)previous sentence shall be null and void, Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordab initio.
(d) The Tenant's exercise of this purchase option shall have no effect on any obligations of the Tenant hereunder nor grant the Tenant any equitable interest in the Leased Property until the closing of the transaction purchase pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateSection 21.2.
(e) At the Closing, The Landlord shall cause be entitled to pay and satisfy any existing liens and encumbrances out of the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy proceeds of Title Insurance covering the Property issued sale received by the Title Company in accordance with the terms Landlord at closing of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactionstitle.
(f) Subject The Leased Property shall be conveyed "as is" in its condition as of closing of title. In addition, there shall be no abatement or diminution of said purchase price by reason of any fire, casualty or other damage affecting the Leased Property or any part thereof after the exercise of this purchase option and prior to ▇▇▇▇▇▇▇▇'s full performance closing of title. The Landlord shall, on closing of title, credit the conditions precedent listed in Tenant with any insurance proceeds received and required retained by paragraph the Landlord under insurance policies covering such damage (e) above, at the Closing, Tenant shall: -------------
(1) Pay and not attributable to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's lease obligations) and ▇▇▇▇▇▇'s closing representatives' power and authority assign to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost Tenant all of the OwnerLandlord's Policy of Title Insurance required hereby, excluding rights under any insurance policies covering damage to the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;Leased Property.
Appears in 2 contracts
Sources: Master Lease (Helmstar Group Inc), Master Lease (Carmike Cinemas Inc)
Purchase Option. (a) Landlord hereby grants to Tenant an option (the option to elect to purchase"Purchase Option"), exercisable only during the sixty-first Option Exercise Period (61st) through the sixty-fourth (64th) month as hereinafter defined), to purchase all of the Term Projects then covered by this Lease (but not less than all of the Projects then covered by this Lease) for a purchase price equal to the Option Purchase Price, (as hereinafter defined). The "Option Exercise Period" shall be the period commencing on February 1, 2009 and ending on April 30, 2009. The Purchase Option may only be exercised by delivery during the one hundred Option Exercise Period from Tenant to Landlord and twentieth Lender of written notice (120ththe "Option Notice") month of the Term and to close exercise of such Purchase Option. The exercise of the Purchase Option by Tenant shall be irrevocable. Upon exercise of the Purchase Option, the purchase within 60 days shall be consummated on any Payment Date on or before August 1, 2009 (the "Purchase Option Closing Date"), provided that such Purchase Option Closing Date may be extended beyond August 1, 2009 to a subsequent Payment Date to allow Tenant to consummate the purchase if Tenant is diligently pursuing such consummation, and provided that in no event may the Purchase Option Closing Date be extended for more than ninety (90) days. On the Purchase Option Closing Date, the purchase of all Projects then subject to this Lease shall be accomplished in accordance with the electionprovisions of Section 3.1, all of Landlord's rightincluding, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation payment of the Property. At Option Purchase Price, the same time as payment of all other costs and expenses outlined in said Section 3.1, and the Tenant's delivery of the other items described in said Section 3.1 (it being understood that for purposes of satisfying the requirements of and complying with said Section 3.1, the Purchase Option Exercise Notice (hereinafter defined) Closing Date shall be considered to Landlordbe a Lease Termination Date). Upon payment of the Option Purchase Price and all other costs and expenses required to be paid by Tenant as outlined in Section 3.1, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous and upon satisfaction of the other requirements set forth in Section 3.1 with respect to the Property upon purchase of the same terms and conditions set forth herein.
(b) applicable Projects by Tenant, this Lease shall terminate. The total base purchase price for the Property (the "Base Option Purchase ------------- Price") " shall be ninety-five ninety six percent (9596%) of the fair market value sum of the ----- Property as such fair market value is agreed upon by amounts set forth in Schedule G allocable to the partiesrespective Projects then subject to this Lease, plus (b) the Make-Whole Premium. If In the parties are unable event that Tenant does not deliver the Option Notice within the Option Exercise Period, Tenant shall have waived its right to agree upon exercise the fair market value Purchase Option. In the event that Tenant shall deliver the Option Notice, and thereafter fail to consummate the purchase of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice")Projects, then the fair market value Tenant shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable in default under this Lease and, in addition to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined)any other remedies allowed Landlord hereunder, Landlord shall convey be entitled to an action for specific performance. In the Property event that Landlord shall default in its obligation to transfer the Project to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of under this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before ClosingSection 3.12, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged be entitled to enforce such obligation by the Title Company;an action for specific performance.
Appears in 2 contracts
Sources: Lease Agreement (Maxxam Inc), Lease Agreement (Maxxam Inc)
Purchase Option. Provided that (ai) Landlord hereby grants Tenant has not assigned this Lease or sublet the Premises (except with respect to a Permitted Transfer), and (ii) there is no Default then existing and continuing, Tenant shall have the option to elect to purchasepurchase the Premises, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term as and to close the extent specifically provided in this Article 38. If Landlord decides to sell the Premises, Landlord shall submit to Tenant a written offer (the “Landlord Purchase Offer”) identifying the purchase within 60 days of price at which Landlord is willing to offer the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price Premises for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the partiessale. If Tenant elects to accept the parties are unable to agree upon the fair market value of the Property Landlord Purchase Offer, then Tenant shall deliver Landlord written notice thereof within ten (10) days after delivery receipt of the Landlord Purchase Offer (the “Tenant Purchase Acceptance”) and Tenant thereafter shall have an exclusive negotiating period of thirty (30) days with Landlord to reach formal agreement on material terms of a sale based on the purchase price set forth in Landlord Purchase Offer, enter into a binding Purchase and Sale Agreement, and for Tenant to perform its due diligence of the Premises (the “PSA Negotiating Period”). Tenant's election ’s failure to timely deliver a Tenant Purchase Acceptance shall be deemed to constitute a rejection of the Landlord Purchase Offer. If Tenant rejects or is deemed to have rejected the Landlord Purchase Offer, or if Tenant timely delivers a Tenant Purchase Acceptance, but, despite the diligent, good faith efforts of the parties, the parties fail to enter into a binding Purchase and Sale Agreement prior to the expiration of the PSA Negotiating Period, Landlord shall be free to market and sell the Premises without any restriction; provided, however, that if the purchase price that Landlord offers or is prepared to accept for a sale of the Premises to an unaffiliated third party is at least five percent (5%) less than purchase price set forth in the Landlord Purchase Offer rejected by Tenant, then Tenant shall have ten (10) days to elect to either agree to purchase the Property Premises on such new purchase price (and the "Option Exercise Notice"), then above referenced PSA Negotiating Period and related provisions shall apply thereto for a period of thirty (30) days) or to decline to purchase the fair market value Premises on such new purchase price. The failure of Tenant to respond within such ten (10) day period shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items deemed to be furnished Tenant’s election not to Tenant:
(1) The Deed purchase the Premises on such purchase price. In the event that Landlord sells the Premises to an unaffiliated third party purchaser after Tenant rejects or is deemed to have rejected the Landlord Purchase Offer, the purchaser shall not be bound in the form required hereinabove, ▇▇▇▇ executed and acknowledged any manner by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Article 38 (and the provisions hereof shall not apply to any subsequent sale of the Premises by such purchaser). Tenant's title ’s purchase option set forth in this Article 38 shall not apply with respect to and shall remain in full force and effect irrespective any sale at foreclosure (or a deed in lieu of foreclosure) or any sale following foreclosure (or a deed in lieu of foreclosure) or to any transfer by Landlord to an affiliate of Landlord. In addition, and notwithstanding any other provisions hereof and without limiting any other rights or remedies of Landlord, if Tenant either does not timely deliver a Tenant Purchase Acceptance or defaults beyond any applicable notice and cure periods (at no fault of Landlord) in the amount purchase of the Base Purchase PricePremises pursuant to a final form of PSA executed by the parties in accordance with this Article 38 above, containing Tenant thereafter shall have no liens against further purchase option pursuant to this Article 38. For the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ avoidance of sale conveying title doubt, except with respect to all personalty and all intangible property to a Permitted Transfer, ▇▇▇▇▇▇.
(4) A duly executed ’s purchase option set forth in this Article 38 shall expire upon the assignment of this Lease, sublet of the Premises or on the expiration or sooner termination of the term of this Lease, and acknowledged assignment in favor this Article 38 shall be null and void and of Tenant of all service, employment and management contracts as are then in no further force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all effect on such contractsdate.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Lease Agreement (Gsi Technology Inc), Lease Agreement (Gsi Technology Inc)
Purchase Option. (ai) Landlord hereby grants In the event that a “Purchase Option Event” (as defined in the Intercreditor Agreement) with respect to Tenant the option to elect to purchaseMortgage Loan has occurred (a “Purchase Option Event”), during triggering the sixty-first (61st) through the sixty-fourth (64th) month right of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election Mezzanine A Lender to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction Mortgage Loan pursuant to the Option Exercise Notice Intercreditor Agreement (of which event the "Closing") Servicer shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"required to promptly notify each Participation Holder), each of the Participation A Holder and the Participation B Holder shall be held at 10:00 o'clock a.m., ------------- Arlington time, on have the closing date.
right (ebut not the obligation) At by written notice to the Closing, Landlord shall cause Servicer and the following items other Participation Holder (a “Purchase Option Notice”) to be furnished to Tenant:
(1) The Deed in initiate the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy purchase of Title Insurance covering the Property issued by the Title Company Mortgage Loan in accordance with the terms of this Agreement insuring Tenant's title the Intercreditor Agreement. In the event that both the Participation A Holder and the Participation B Holder elect to purchase the Mortgage Loan, the Participation B Holder shall have the prior right to so purchase the Mortgage Loan, provided that the Participation B Holder in such event shall also be required to concurrently purchase Participation A from the amount of Participation A Holder for a price equal to the Base Defaulted Mezzanine A Loan Purchase Price. In the event that the Participation A Holder has elected to purchase the Mortgage Loan by delivery of a Purchase Option Notice, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all serviceParticipation B Holder shall, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
within five (5) Evidence reasonably satisfactory Business Days of the delivery of such notice, provide written notice to Tenant the Servicer and the Title Company Participation A Holder as to whether the Participation B Holder will exercise its prior right to purchase the Mortgage Loan and Participation A. If the Participation B Holder has elected to purchase the Mortgage Loan and it fails to complete such purchase within ten (10) Business Days of delivery of a Purchase Option Notice or fails to concurrently purchase Participation A as required hereunder (other than as a result of a default or breach by the Participation A Holder as seller of Participation A), then such Purchase Option Notice shall be deemed invalid, such defaulting Participation B Holder shall cease to have any right to purchase the Mortgage Loan (and Participation A) in connection with the applicable Purchase Option Event and the Participation A Holder shall thereafter be entitled to exercise the purchase rights under, and in accordance with, the Intercreditor Agreement with respect to such Purchase Option Event. Following the occurrence of a Purchase Option Event, each of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord Participation A Holder and the Title Company Participation B Holder shall keep the other Participation Holder informed as to such Holder’s intention to exercise any of its respective rights in connection with the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactionsPurchase Option Event.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Mezzanine Loan Participation Agreement, Mezzanine Loan Participation Agreement (Piedmont Office Realty Trust, Inc.)
Purchase Option. (ai) Landlord The Company hereby grants to Tenant the option to elect Underwriter the right to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinin this Section 2.6, that number of shares of Common Stock equal to the Purchase Option Share Amount (the "Purchase Option").
(bii) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall Option may be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon exercised at any time and from time to time by the parties. If Underwriter on or after the parties are unable Purchase Option Issuance Date but prior to agree upon the fair market value Purchase Option Expiration Date by written notice to the Company of the Property within ten its desire to so exercise (10) days after delivery of Tenant's election to purchase the Property (the a "Purchase Option Exercise Notice"), then the fair market value shall be determined accompanied by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title payment therefor in the amount of the Base Purchase Option Exercise Price multiplied by the number of shares of Common Stock for which the Purchase Option is then being exercised. Payment of the Purchase Option Exercise Price may be made as follows (or by an combination of the following): (i) in United States currency by cash or delivery of a certified or official bank check payable to the order of the Company or by wire transfer to its account, (ii) only after the one year anniversary of the date hereof and to the extent a Registration Statement is not then effective for use by the Underwriter to sell the shares issuable to the Underwriter upon exercise of the Purchase Option, by cancellation of such number of shares of Common Stock otherwise issuable to the Underwriter upon such exercise as shall be specified by the Underwriter, such that the excess of the aggregate closing market price on the Trading Day immediately prior to date of exercise of such specified number of shares over the aggregate Purchase Option Exercise Price attributable to such shares shall equal the Purchase Option Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, in which case such amount shall be deemed to have been paid to the Company and the number of shares issuable upon such exercise shall be reduced by such specified number, or (iii) only after the one year anniversary of the date hereof and to the extent a Registration Statement is not then effective for use by the Underwriter to sell the shares issuable to the Underwriter upon exercise of the Purchase Option, by surrender to the Company for cancellation by delivery through DWAC of shares of Common Stock of the Company owned by the Underwriter (or delivery of certificates representing the shares of Common Stock of the Company properly endorsed for transfer in blank) having an aggregate closing price on the Trading Day immediately prior to the date of exercise equal to the Purchase Option Exercise Price. In the event that the Purchase Option is exercised in part, containing no liens against the Landlord's fee interest Purchase Option Share Amount shall be reduced by that number of shares of Common Stock that the Underwriter has exercised and the Purchase Option relating to the remainder of the Purchase Option Share Amount shall remain in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in full force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contractseffect.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Common Stock Underwriting Agreement (Mgi Pharma Inc), Common Stock Underwriting Agreement (Onyx Software Corp/Wa)
Purchase Option. (a) Landlord hereby grants to Tenant shall have the option ("Purchase Option") to elect to purchase, purchase all or part of the Premises at any time during the sixty-first (61st) through the sixty-fourth (64th) month Term; provided that Tenant shall be entitled to purchase less than all of the Term Premises only if the portion being purchased is released from any existing Fee Mortgage and during if the one hundred and twentieth (120th) month portion of the Term and to close Premises not purchased shall constitute one or more legal lots after closing of the purchase within 60 days and shall be reasonably viable as a separate property. The purchase price ("Purchase Price") for the portion of the election, all Premises which Tenant elects to purchase shall be (i) the then-existing Funded Amount applicable to the portion of Landlord's right, title and interest the Premises which Tenant elects to purchase (determined in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed a pro rata basis on the landbasis of the area being purchased), as the same may be reduced from time to time, plus (ii) the amount of any prepayment premium and all other fees, costs, and expenses due to any holder of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used an Authorized Loan in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice such loan (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable extent not already paid pursuant to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"Section 21.21 hereof), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
less (ciii) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Security Deposit (or, in the event of a purchase of a portion of the Premises, a pro rata portion of the Security Deposit). Tenant shall be entitled to a credit against the Purchase Price equal to the principal balance(s) of any Authorized Loan and/or Fee Mortgage existing immediately prior to the closing under this Purchase Option if such Authorized Loan and/or Fee Mortgage are not fully repaid and all documents reflecting the same are not cancelled and removed from the public records on or prior to the closing under this Purchase Option. If Tenant purchases less than all of the then-existing Premises, then the credit pursuant to the preceding sentence shall be calculated on a pro rata basis, based upon the ratio of the area of the Premises being purchased compared to the area of the then-existing Premises. In lieu of payment of the Purchase Price, containing no liens against Tenant shall have the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
right (1) Pay to Landlord assume the Base Purchase Price in cash.
UBS Loan or any other Authorized Loan or (2) Furnish evidence reasonably satisfactory to cause Landlord to assign the Authorized Loan to a third party acceptable to the holder of such Authorized Loan (which third party shall expressly assume such obligations in writing), provided that Landlord is released from all obligations under the Authorized Loan. Landlord shall execute any and all documents necessary to effect such assumption and assignment upon Tenant's request, provided that Tenant shall reimburse Landlord for all reasonable costs and expenses related thereto. Notwithstanding anything to the contrary herein, the Purchase Price shall not include any interest, fees, late charges or any other costs or expenses incurred or charged to Landlord and the Title Company or Tenant by reason of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactionsa default by Landlord under Section 20.6 hereof.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Ground Lease (Cisco Systems Inc), Ground Lease (Cisco Systems Inc)
Purchase Option. THIS CERTIFIES THAT, in consideration of $100.00 duly paid by or on behalf of ____________ (a) Landlord hereby grants “Holder”), as registered owner of this Purchase Option, to Tenant Pantheon China Acquisition Corp. (“Company”), Holder is entitled, at any time or from time to time upon the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month later of the Term consummation of a Business Combination or ___________ __, 2007 (“Commencement Date”), and during the one hundred at or before 5:00 p.m., New York City local time, ________ __, 2011 (“Expiration Date”), but not thereafter, to subscribe for, purchase and twentieth receive, in whole or in part, up to __________ (120th________) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice units (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%“Units”) of the fair market value Company, each Unit consisting of one share of common stock of the ----- Property Company, par value $0.0001 per share (“Common Stock”), and two warrants (“Warrant(s)”) expiring four years from the effective date (“Effective Date”) of the registration statement (“Registration Statement”) pursuant to which Units are offered for sale to the public (“Offering”). Each Warrant is the same as such fair market value is agreed upon the warrants included in the Units being registered for sale to the public by way of the partiesRegistration Statement (“Public Warrants”). If the parties Expiration Date is a day on which banking institutions are unable authorized by law to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice")close, then the fair market value shall this Purchase Option may be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding exercised on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select next succeeding day which is not such a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $____ per Unit so purchased; provided, however, that upon the occurrence of this Agreement insuring Tenant's title in the amount any of the Base events specified in Section 6 hereof, the rights granted by this Purchase PriceOption, containing no liens against including the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant exercise price per Unit and the Title Company number of the Landlord's closing representatives' power Units (and authority shares of Common Stock and Warrants) to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) abovebe received upon such exercise, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, be adjusted as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Companytherein specified. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;The term “
Appears in 2 contracts
Sources: Purchase Option Agreement (Pantheon China Acquisition Corp.), Purchase Option Agreement (Pantheon China Acquisition Corp.)
Purchase Option. (a) Landlord hereby grants Subject to Tenant the provisions of this Section 13, Creditor shall have the option (exercisable in its sole discretion) to elect to purchasepurchase (the “Purchase Option”) all, during the sixty-first (61st) through the sixty-fourth (64th) month but not less than all, of the Term and during Senior Debt (the one hundred and twentieth “Assigned Claims”) at any time following (120thi) month Lender’s acceleration of the Secured Obligations; (ii) the Secured Obligations not having Subordination Agreement – BioMed / Zosano Pharma -5- be repaid on or before the Term and Loan Maturity Date; (iii) the commencement of an Enforcement Action by Lender; or (iv) the commencement of any Insolvency Proceeding as defined above (each, a “Purchase Event”). Such purchase shall be at par value, without recourse, warranty or representation from Lender, except for representations as to close the purchase within 60 days outstanding balance of the election, all of Landlord's right, title and interest in the Property, including without limitationamounts owing to Lender, the buildingsabsence of prior assignment by Lender of, parking lotor encumbrance upon, fixtures the Assigned Claims, the delivery of true, complete and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation correct copies of the Property. At Senior Debt Documents (but excluding the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter definedWarrant) to LandlordCreditor, Tenant may elect to purchase and the absence of any or all vacant or undeveloped land that is contiguous amendment to the Property upon the same terms and conditions set forth hereinAssigned Claims not disclosed in writing to Creditor.
(b) The total base purchase price for To exercise the Property Purchase Option, Creditor shall provide to Lender written notice of Creditor’s intent to exercise the Purchase Option (“Notice of Intent to Purchase”) within five (5) Business Days after Lender notifies Creditor in writing of the occurrence of a Purchase Event (the "Base “Option Expiry Date”). During the period following a Purchase ------------- Price"Event and expiring on the Option Expiry Date, Lender will not take any additional action to enforce its rights with respect to the Collateral unless Lender reasonably determines that exigent circumstances warrant taking such action as necessary to protect the Collateral or the Lender Claims. Exigent circumstances include but are not limited to the theft, removal or dissipation of, or material injury to the Collateral, or the material risk that the foregoing will occur without immediate action by Lender. Absent a Purchase Event, Lender may take such actions necessary to preserve its interests in the Lender Claims and Collateral as it determines in its sole discretion in accordance with the Senior Debt Documents and this Agreement. Notwithstanding the foregoing restrictions on Lender’s ability to take additional action to enforce its rights with respect to the Collateral, Lender may at any time prior to the closing of Purchase Closing Date (defined in Section 13(d), below), deliver one or more notices of exclusive control relating to Borrower’s and its Subsidiaries’ Deposit Accounts and accounts containing Investment Property.
(c) Upon Lender’s receipt of the Notice of Intent to Purchase, Creditor shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election irrevocably obligated to purchase the Property Assigned Claims, subject to the satisfaction of any conditions precedent (unless waived by Lender) set forth in Section 13(f) below and/or the Purchase Documents required to be satisfied by parties other than Creditor.
(d) Creditor’ purchase of the Assigned Claims under this Section 13 shall close on the date (the "“Purchase Closing Date”) which is not more than three (3) Business Days following the Option Exercise Notice"Expiry Date. If Creditor fails to satisfy its obligations required to close such purchase on or before the Purchase Closing Date, then, notwithstanding the occurrence of a subsequent Purchase Event (i) Lender may at any time elect to terminate the Purchase Option, and after which it shall be of no further force and effect; (ii) if the Purchase Option is terminated, Lender shall have no further obligation to Creditor with respect to the Purchase Option; (iii) Creditor shall be liable to Subordination Agreement – BioMed / Zosano Pharma -6- Lender for any damages Lender incurs; (iv) Lender shall be entitled to specific performance of Section 13 of this Agreement; and (v) Lender may exercise all its rights and remedies with respect to the Collateral and the Lender Claims and take such further actions as it deems necessary in its sole discretion in accordance with the Senior Debt Documents and this Agreement.
(e) Creditor’s purchase of the Assigned Claims shall be subject to such additional terms, conditions, covenants, representations and warranties of Lender as are customary in Lender’s documents and agreements providing for the purchase and sale of similar claims and all such documentation shall be in form and substance satisfactory to Lender and its counsel in their sole discretion (collectively, the “Purchase Documents”), then including, without limitation, that Creditor has conducted, and is responsible for, its own independent due diligence necessary to evaluate the fair market value Assigned Claims as Creditor has deemed necessary or appropriate to complete the purchase of the Assigned Claims and the conditions set forth below.
(f) Lender’s obligation to sell the Assigned Claims under the Purchase Option shall be determined by an ---------------------- appraiser selected by the parties who is a member conditioned upon occurrence of the American Institute following on or before the Purchase Closing Date: (i) Creditor’s payment to Lender of Real Estate Appraisers with at least five years the purchase price, consisting of experience appraising property comparable the full amount of the Secured Obligations then outstanding and unpaid, which equals all outstanding principal owed to Lender, plus interest, fees and expenses owing to Lender as provided in the geographic area Senior Debt Documents (the “Purchase Price”); and (ii) Lender’s receipt of a written release of any and all claims against Lender arising under or relating to the Property. Such appraiser's determination Assigned Claims or the Senior Debt Documents, whether known or unknown, other than with respect to any breach under the Purchase Documents in form and substance satisfactory to Lender and executed by Creditor and each Borrower; Guarantor; pledgor of collateral that secures the fair market value of Secured Obligations; party which has a pending or threatened claim against the Property shall be binding on Lender arising under or in connection with the parties. If Assigned Claims or the parties are unable Senior Debt Documents; and such other party claiming an interest in or right to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. Collateral.
(g) The Purchase Price shall be paid remitted to Lender by wire transfer in cash at immediately available federal funds to the Closingdeposit or escrow account as designated by Lender in the Purchase Documents. Interest shall be calculated up to and include the Business Day upon which such wire transfer is received, unless received before 3:00 p.m. Eastern Time, in which case interest shall not include the Business Day upon which it is received.
(ch) At Creditor shall indemnify, defend, and hold Lender and its officers, directors, shareholders, affiliates, agents, partners, members, controlling entities, and employees (each an “Indemnitee”) harmless from and against any liability, claim, cost, loss, judgment, damage or expense (including without limitation reasonable attorneys’ Subordination Agreement – BioMed / Zosano Pharma -7- fees and expenses) that any Indemnitee incurs or suffers as a result of or arising out of (i) the sale of the Assigned Claims to Creditor; (ii) breach of any of Creditor’s representations, warranties, covenants or agreements in the Purchase Documents; or (iii) from and after the sale of the Assigned Claims to Creditor, the Assigned Claims or any of the Senior Debt Documents, except to the extent such liability, claim, cost, loss, judgment, damage or expense (including without limitation reasonable attorneys’ fees and expenses) is the result of the willful misconduct or gross negligence of such Indemnitee prior to the Purchase Closing (hereinafter defined)Date, Landlord as determined by a final non-appealable ruling by a court of competent jurisdiction or other tribunal as agreed under this Section 13; provided, however, that Creditor shall convey reasonably cooperate with such Indemnitee in connection with the Property to Tenant by special warranty deed (defense of any liability, claim, cost, loss, judgment, damage or expense that may fall within the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordforegoing exception.
(di) The closing Within ten (10) Business Days following the Purchase Closing Date, Lender shall (i) deliver or cause to be delivered to Creditor the original Senior Debt Documents, but excluding any Warrants in Lender’s possession, or copies thereof if originals are not available, and (ii) execute in favor of the transaction pursuant Creditor such documentation as necessary to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington timeassign to Creditor, on a non-recourse basis, the closing dateAssigned Claims and Lender’s rights under such documents.
(ej) At Notwithstanding anything to the Closingcontrary set forth in this Section 13, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinaboveevent that, ▇▇▇▇ executed and acknowledged by Landlord.
prior to the Purchase Closing Date, any action, suit or proceeding (2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company whether judicial, administrative or otherwise), or claim arising under, relating to, or in accordance connection with the terms of this Agreement insuring Tenant's title Secured Obligations or the Senior Debt Documents (each an “Adverse Claim”), is pending against Lender or Lender in the amount good faith believes that such an Adverse Claim is threatened or will be commenced against it, regardless of the Base lack of merit of such Adverse Claim, the Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ Option may be revoked by Lender by providing written notice of sale conveying title such revocation to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining Creditor prior to the Property and designated by ▇▇▇▇▇▇Purchase Closing Date (the “Revocation”). Following the Revocation, and executed copies of all such contractsLender shall have no further obligation to Creditor under this Section 13.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Subordination Agreement, Subordination Agreement (Zosano Pharma Corp)
Purchase Option. (a) Landlord hereby grants to Tenant If (i) your employment with the Company or a Related Entity terminates for any reason at any time or (ii) a Sale of the Company or a Change of Control occurs, the Company (and/or its designees) shall have the option to elect (the “Purchase Option”) to purchase, during and you or your transferees (or your executor or the sixty-first administrator of your estate or the Person who acquired the right to exercise the Option by transfer, bequest or inheritance, in the event of your death, or your legal representative in the event of your incapacity (61sthereinafter, collectively with you, the “Grantor”)) through shall sell to the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionCompany and/or its assignee(s), all of Landlord's right, title and interest in or any portion (at the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery Company’s option) of the Option Exercise Notice Shares and/or the Option held by the Grantor (hereinafter defined) such Option Shares and Option collectively being referred to Landlordas the “Purchasable Shares”), Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous subject to the Property upon Company’s compliance with the same terms and conditions hereinafter set forth hereinforth.
(b) The total base Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within six (6) months from the date of the termination of your employment or engagement or such Sale of the Company or Change of Control. Such notice shall state the number of Purchasable Shares to be purchased and the determination of the Board of Directors of the Fair Market Value per share of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall terminate.
(c) The purchase price to be paid for the Property Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Option Shares, an amount equal to the Fair Market Value per share as of the date of the notice of exercise of the Purchase Option multiplied by the number of shares being purchased, and in the case of the Option (including Vested and Nonvested Shares subject to such Option), an amount equal to the "Base Purchase ------------- Price") Fair Market Value per share less the applicable per share Exercise Price multiplied by the number of Vested Shares subject to such Option which are being purchased. Any purchase price shall be ninety-five percent (95%) paid in cash. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company’s principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchasers the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchasers. In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute purchasers the closing shall nevertheless occur on such scheduled closing date, with the cash purchase price being reduced to the extent of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordthen pledged or encumbered.
(d) The closing To assure the enforceability of the transaction pursuant to Company’s rights under this Section 7, each certificate or instrument representing Common Stock held by you shall bear a conspicuous legend in substantially the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing datefollowing form: THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY’S 2002 STOCK OPTION PLAN. A COPY OF SUCH OPTION PLAN IS AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.
(e) At The Company’s rights under this Section 7 shall terminate upon the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlordconsummation of a Qualifying Public Offering.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Executive Employment Agreement (S&c Holdco 3 Inc), Executive Employment Agreement (S&c Holdco 3 Inc)
Purchase Option. (a) Landlord hereby grants Provided that the Lessee shall not have given notice of its intention to Tenant exercise the Remarketing Option, the Lessee shall have the option to elect to purchase, during (exercisable by giving the sixty-first Lessor irrevocable written notice (61stthe "Purchase Notice") through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120thLessee's election to exercise such option) month to purchase all of the Term and Leased Assets under any Lease Supplement (unless provisions with respect to close joinder of purchase options for the Leased Assets under more than one Lease Supplement are set forth in a Lease Supplement, in which case such exercise must comply with such provisions) on any Scheduled Payment Date specified in such Purchase Notice at a price equal to the Lease Balance for such Leased Assets (the "Purchase Option Price"). The Lessee shall deliver the Purchase Notice to the Lessor not less than thirty (30) days prior to such purchase. If the Lessee exercises its option to purchase within 60 days one or more Leased Assets pursuant to this Section 22.1 (the "Purchase Option"), the Lessor shall transfer to the Lessee or its designee all of the election, all of LandlordLessor's right, title and interest in and to the Propertyapplicable Leased Assets as of the date specified in the Purchase Notice upon receipt of the Purchase Option Price in accordance with Section 25.1(a). The Lessee may designate, including without limitationin a notice given to the Lessor not less than ten (10) Business Days prior to the closing of such purchases (time being of the essence), the buildings, parking lot, fixtures and improvements constructed on transferee or transferees to whom the land, all of Landlord's equipment, machinery, furniture, inventory and conveyance shall be made (if other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous than to the Property upon Lessee), in which case such conveyance shall (subject to the same terms and conditions set forth herein.
(b) The total base purchase price for be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the Property (Lessee to be released, fully or partially, from any of its obligations under this Lease, including, without limitation, the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of obligation to pay the fair market value of Lessor the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding Lease Balance on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingapplicable Expiration Date.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 2 contracts
Sources: Master Lease and Security Agreement (Rite Aid Corp), Master Lease and Security Agreement (Rite Aid Corp)
Purchase Option. Tenant shall have the right to purchase the Demised Premises for a purchase price equal to Seven Million Eight Hundred Fifty Thousand (a$7,850,000.00) Dollars plus Landlord’s actual costs (including a construction management fee of 10%, but such fee shall be included therein only to the extent that Landlord hereby grants perform services such as securing approvals, meeting with neighbors and zoning officials, coordinating with and reviewing the work of independent consultants, preparing punch lists and enforcing warranties, etc., which are reasonably related to such fee) to construct the First Expansion (the “Purchase Price”) following the tenth (10th) anniversary of the Commencement Date and prior to the eleventh (11th) anniversary thereof. Tenant shall exercise its right by providing Landlord with six (6) months’ prior written notice and submitting a non-refundable ▇▇▇▇▇▇▇ money deposit of One Hundred Thousand ($100,000.00) Dollars to be held by Landlord until closing and applied to the Purchase Price. Closing shall take place on a date and at a time and place agreed to by the parties prior to the eleventh (11th) anniversary of the Lease Term; provided, that Landlord shall have the right to designate a ninety (90) day period within which closing must occur. At closing, Landlord will convey the Demised Premises to Tenant by special warranty deed, subject only to those exceptions or matters of record stated on the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month title commitment issued as of the Term date of this Lease and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest such other exceptions contained in the Property, including without limitation, title commitment which are accepted or waived by Tenant as set forth below. The Lease shall be deemed to have merged into the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Propertydeed. At the same time as the Landlord’s expense, it shall provide Tenant with an ALTA Form B Title Policy, with all preprinted exceptions deleted. All other closing costs will be borne equally by Landlord and Tenant's delivery , except each party will be responsible for its own attorneys’ fees. All real property taxes and assessments shall be prorated at closing. Tenant agrees to notify Landlord of the Option Exercise Notice (hereinafter defined) to Landlord, any objections Tenant may elect have to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property title within ten (10) days after delivery receiving a copy of Tenant's election a current title insurance commitment following notice of exercise of the option. Tenant shall have the right to rescind this option to purchase the Property (the "Option Exercise Notice"), then the fair market value Demised Premises if any title exception to which Tenant objects cannot be removed or endorsed over prior to closing and shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to have promptly returned its ▇▇▇▇▇▇.
▇ money deposit. If the Demised Premises are encumbered by one or more deeds of trust or mortgages at the time of closing, so much of the Purchase Price as is required to obtain releases of such liens shall be paid to such lienholders upon closing. In addition, if any first loan encumbering the Demised Premises is assumable (4subject to customary terms and conditions, such as underwriting criteria and an assumption fee payable by Tenant) A duly executed and acknowledged assignment in favor Tenant elects not to (or does not qualify to) assume such loan, Tenant shall be responsible for the payment of Tenant any prepayment penalty or yield maintenance premium required to obtain a release of all service, employment and management contracts as are then in force and pertaining any such lien. Landlord shall not encumber the Demised Premises to the Property and designated extent that the Purchase Price will not satisfy in full all lienholders. Tenant shall have the right to enforce this Section by specific performance or damages at law. Landlord’s remedy in the event of Tenant’s default under this Section shall be limited to receipt of the ▇▇▇▇▇▇, ▇ money deposit. Each party represents and executed copies warrants that no broker is entitled to a commission upon such sale and each shall indemnify the other for any breach of all such contracts.
representation. In the event of a casualty to the Demised Premises prior to the eleventh (511th) Evidence reasonably satisfactory to Tenant and the Title Company anniversary of the Landlord's closing representatives' power and authority Commencement Date that allows the Landlord to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closingterminate this Lease, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by have the Title Company;right to pay Landlord the difference between the Purchase Price and the insurance proceeds received and obtain title to the Demised Premises in accordance with this Section.
Appears in 1 contract
Sources: Lease (Gc Net Lease Reit, Inc.)
Purchase Option. (a) Landlord hereby grants to Tenant Lessee shall have the option to elect to purchasepurchase the Premises at Fair Market Value, payable in cash at closing, said option being exercisable by Lessee at any time during the sixty-first Term by written notice given by Lessee to Lessor. If this option is exercised by Lessee, closing shall be held within sixty (61st60) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionnotice of exercise at a time and place, all and on a date, reasonably satisfactory to Lessor and Lessee (the Term shall be extended, if necessary, through and including the date of Landlordclosing). Title to the Premises shall be conveyed free of any liens or encumbrances, and subject only to current year's rightad valorem taxes, applicable building restrictions, easements for utilities servicing the Premises, and such other conditions of title as may not, in Lessee's sole discretion, adversely affect the use of the Premises by Lessee or as may be approved by Lessee (the "Permitted Exceptions"). Immediately following the date of exercise of this option, Lessor shall furnish Lessee with a commitment for a standard owner's title insurance policy, ATLA Form B, reflecting only Permitted Exceptions and interest standard printed exceptions (the "Commitment"). Immediately following closing, Lessor shall furnish Lessee with an owner's title insurance policy issued in conformity with the PropertyCommitment. The cost of the title insurance Commitment and policy shall be borne by Lessor; provided, including without limitationhowever, that the cost of any special endorsements shall be borne by Lessee; and, further provided, that if Lessee obtains a mortgage title insurance policy at closing, the buildingscost of the combined owner's and mortgagee's policies shall be divided equally between Lessor and Lessee. Ad valorem taxes, parking lotrent due under the Lease, fixtures utilities and improvements constructed on any insurance or other prepaid items assumed by the landLessee shall be prorated as of the date of closing. Title to the Premises shall be conveyed by general warranty deed in form acceptable for recording, all of Landlord's equipment, machinery, furniture, inventory subject only to the Permitted Exceptions. Lessor and other personal property located upon and used Lessee shall each bear their respective costs in connection with the operation exercise of the Propertyoption and the closing, including attorney's fees. At Lessee shall bear the same time cost of recording the deed, the cost of any survey obtained by Lessee, and all costs related to any financing obtained by Lessee. Except for any prepaid rent, Lessee is not entitled to a credit for rental payments paid by the Lessee during the Term of the Lease. The Lessor and Lessee shall attempt to determine the Fair Market Value by mutual agreement within fifteen (15) days after Lessee gives notice of its exercise of the option. However, if the parties cannot reach agreement on the Fair Market Value, the following provisions shall apply:
a. Lessor and Lessee shall each select a qualified real estate appraiser within the next fifteen (15) days. Each appraiser must demonstrate to the reasonable satisfaction of both Lessor and Lessee that he has significant experience in appraising similar properties.
b. The Fair Market Value shall be determined by the appraisers within thirty (30) days thereafter. Each of the appraisers shall be instructed to prepare an appraisal of the Premises in accordance with the following instructions: The method of valuing the property shall use any one or a combination of appropriate appraisal methodologies (i.e., replacement cost, comparable sales, and income); provided, however, that any valuation based upon the income approach (i.e., the capitalization of net rental amounts abstracted from comparable real estate leased for similar uses) shall exclude from consideration this Lease and the rental provided for herein. The appraised value is to be a single value, not a range of values and not a schedule of different values based upon different methodologies or different assumptions. The value of any alterations, additions or improvements to the Premises made by Lessee shall be included in the determination of Fair Market Value. If the appraised values determined by the two appraisers do not differ by more than ten percent (l0%), the purchase price shall be the average of the two values. If the difference is more than ten percent (l0%), and the two appraisers cannot agree upon a value (in which event such agreed value shall be binding upon Lessor and Lessee), the two appraisers shall select a third appraiser within fifteen (15) days thereafter. The third appraiser shall be instructed to select a value within the range of values established by the initial two (2) appraisals, within twenty (20) days after his appointment, following the instructions set forth above, and the Fair Market Value so selected by the third appraiser shall be binding upon Lessor and Lessee as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingPremises.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Hughes Supply Inc)
Purchase Option. (a) Landlord hereby grants to Tenant the shall have an option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise NoticePurchase Option")) by giving notice of exercise at any time after the execution of this Lease and on or before the second anniversary of the Commencement Date. Within two business days after giving notice of exercise of the Purchase Option, then the fair market value an escrow shall be determined opened by an ---------------------- appraiser selected by Landlord and Tenant (who shall execute such instructions as are reasonably required to facilitate the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value sale of the Property shall be binding on the parties. If the parties are unable pursuant to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value exercise of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined)Option, Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms hereof and as are reasonably required by the escrow holder in accordance with its customary practice) at Chicago Title Insurance Company, or another title company mutually acceptable to Landlord and Tenant, and $150,000.00 (the "Option Deposit") shall be deposited in escrow by Tenant. Tenant shall have a period of this Agreement insuring 30 days following the opening of escrow (the "Contingency Period") in which to conduct such investigation and review of the Property, and all matters relating thereto, including title, environmental factors, soil conditions and building condition, as it deems necessary or appropriate. Upon request, after the opening of escrow, Landlord shall promptly deliver to Tenant such soil and engineering reports, environmental studies, boundary and topographic studies, plans, building materials and/or other relevant materials as are in Landlord's possession and included within the scope of Tenant's request. Tenant shall order from Chicago Title Insurance Company, or another Title company mutually acceptable to Landlord and Tenant, a preliminary title in report sufficient to enable it to review title to its satisfaction. At any time on or before the amount expiration of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the ClosingContingency Period, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory may by notice to Landlord and the Title Company escrow holder disapprove the Property for any reason, whereupon the escrow shall In the absence of such a termination within the Tenant's Contingency Period, the Option Deposit shall be non refundable, and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by be obligated to purchase the Title Company;Property, subject only to the conditions hereinafter contained.
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant the an option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property from the Landlord (the “Option”) upon the same terms and conditions set forth herein.below in this Section 19.26. Tenant’s option to purchase the Premises shall terminate and be null and void if Tenant fails to deliver on or before August 1, 2016 written notice to Landlord of Tenant’s intent to exercise the Option. The terms and provisions of the Option are set forth below:
(bi) The total base purchase price for the Property (pursuant to the "Base Purchase ------------- Price") Option shall be ninety-five percent (95%) $7,370,000.00, plus all sums payable to Landlord under this Lease accruing through the date of the fair market value closing of the ----- Property as such fair market value is agreed upon by Option. The provisions of the parties. If Lease that are stated to expressly survive termination of the Lease shall survive the termination of the Lease pursuant to the Option.
(ii) Upon the closing of the Option, the parties are unable shall execute an agreement terminating this Lease. The termination agreement shall provide that neither party shall waive or forfeit any rights arising under the Lease that accrued prior to agree upon the fair market value date of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member closing of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area sale of the Property.
(iii) Closing shall occur on a business selected by Tenant upon not less than fifteen (15) days prior written notice to Landlord, but in no event earlier than July 15, 2016 and no later than September 23, 2016 (the “Closing Window”). Such appraiser's determination If Tenant timely provides written notice to Landlord of its intent to exercise the fair market value Option, but fails to close on the Option during the Closing Window, then:
(A) The Option shall be null and void and of the no further force and effect.
(B) Intentionally deleted.
(C) Intentionally deleted.
(iv) The Property shall be binding on conveyed and sold to Tenant in its “As-Is” condition and without any representation or warranty, express or implied, except for any express warranties contained in the partiesLease (which shall survive for the period set forth in the Lease). If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by appropriate documents containing a special warranty deed (of title and subject only to the "Deed") Permitted Encumbrances and other encumbrances consented to by Tenant or caused by Tenant, except that Landlord shall cause any monetary lien constituting a Permitted Encumbrance to be released upon the conveyance of the Property. As the Lease provides that Tenant shall pay for ad valorem taxes and insurance, there will be no proration of taxes or insurance and no sales commission shall be due by any party hereunder, Landlord’s proceeds at the closing shall not be diminished by any commission in form connection with the conveyance of the Property pursuant to this Option. Each party shall pay all legal fees incurred by such party in connection with the Option, the exercise thereof and substance ---- reasonably acceptable any transfer of the Property pursuant to Tenant and Landlordthe Option.
(dv) The closing Time is of the transaction pursuant essence with respect to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount all of the Base Purchase Price, containing no liens against the Landlord's fee interest dates and time periods in the Propertythis Section.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement and Purchase and Sale Agreement (Argos Therapeutics Inc)
Purchase Option. (a) Landlord hereby grants to Tenant the an exclusive option to elect to purchasepurchase the Demised Premises (the “Purchase Option”), during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous subject to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for of this Section. Tenant may exercise the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) Option only by giving Landlord written notice of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable exercise, delivered to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the notice provisions of this Lease Agreement (a “Purchase Option Notice”) and by delivery of the $300,000.00 Deposit in accordance with the Terms of Sale and Purchase (as defined below). Tenant shall have the right to exercise the Purchase Option during the period beginning on the Effective Date of this Lease Agreement and ending on the date that is twelve (12) months after the Commencement Date (the “Option Term”). If Tenant shall have failed to deliver the Purchase Option Notice to Landlord before expiration of the Option Term, the Purchase Option shall automatically expire and terminate. EXHIBIT “G” attached hereto and made a part hereof sets forth the Terms of Sale and Purchase (the “Terms of Sale and Purchase”). If Tenant properly exercises the Purchase Option in accordance with this Section, automatically and immediately upon delivery of the Purchase Option Notice to Landlord (and without the requirement that the parties execute any additional documents or take any additional actions) a fully enforceable and legally binding contract containing the terms of this Agreement insuring Tenant's title in Sale and Purchase shall be deemed to have been formed. Landlord and Tenant acknowledge that the amount Purchase Option has been granted and accepted as a material part of the Base consideration for entering into this Lease Agreement and that such consideration has been received by both parties and is adequate for all purposes. Unless expired or terminated, any purchaser of the Demised Premises shall in writing delivered to Tenant fully recognize Tenant’s rights under the Purchase PriceOption. Landlord hereby consents to Tenant assigning the Purchase Option only to a third party purchaser, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ provided that this limited right of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts no way affects the restrictions on assignment set forth in Article 17 as are then in force and pertaining to the Property remaining rights and designated by ▇▇▇▇▇▇, and executed copies of all such contractsobligations under this Lease Agreement.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. Landlord is the owner of that certain real property and all improvements thereon, including the Building and the Premises Land (collectively, the “Landlord Property”), described in that certain form of Agreement of Purchase and Sale and Joint Escrow Instructions, contemplated to be entered into by and between Landlord, as seller, and Tenant, as buyer (the “Purchase Agreement”), a copy of which is attached hereto as Schedule 1 and incorporated herein by this reference. Landlord desires to grant an option to Tenant to acquire the Landlord Property (the “Purchase Option”) and Tenant hereby accepts said Purchase Option upon the terms and conditions stated herein. Tenant’s Purchase Option and the acquisition of the Landlord Property by Tenant shall be subject to Paragraph 3 below and be in accordance with the provisions of this Paragraph 2 and the Purchase Agreement.
(a) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month The term of the Term Purchase Option shall commence on the Commencement Date and during shall terminate on that date which is [***] thereafter (the one hundred and twentieth (120th) month “Purchase Option Term”). The Purchase Option must be exercised, if at all, by written notice delivered by Tenant to Landlord no later than the expiration of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Purchase Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinTerm.
(b) The total base purchase price for closing of the sale of the Landlord Property pursuant to this Paragraph 2 shall occur no later than that date which is [***] following the Commencement Date (the "Base “Purchase ------------- Price"Option Outside Date”).
(c) If the Purchase Option is not exercised in accordance with the terms and conditions of this Paragraph 2 prior to the expiration of the Purchase Option Term, or if the closing of the sale of the Landlord Property shall not occur on or before the Purchase Option Outside Date, or if Tenant Defaults under this Lease (whether or not Tenant has exercised the Purchase Option), then the Purchase Option shall automatically and immediately terminate without notice and, thereafter, ▇▇▇▇▇▇ shall have no interest whatsoever in the Landlord Property pursuant to this Paragraph 2. Tenant acknowledges that, once terminated, the Purchase Option may not be revived by any subsequent act of Tenant.
(d) ▇▇▇▇▇▇ agrees, concurrent with the execution of this Lease, to execute, acknowledge and deliver to Landlord a “Release of Memorandum of Purchase Option,” conveying to Landlord ▇▇▇▇▇▇’s interest in the Landlord Property acquired pursuant to this Paragraph 2, in the form attached hereto as Schedule 2 and incorporated herein by this reference. ▇▇▇▇▇▇ agrees that Landlord shall be ninety-five percent (95%) entitled to record the Release of Memorandum of Purchase Option in the fair market value of event Tenant does not exercise the ----- Property Purchase Option during the Purchase Option Term or the Purchase Option terminates as such fair market value is agreed upon by the partiesprovided in this Paragraph 2. If the parties are unable to agree upon the fair market value of the Property ▇▇▇▇▇▇ agrees, within ten (10) days after delivery receipt of Tenant's election written request from Landlord, to purchase execute, acknowledge and deliver any other instruments reasonably required by Landlord or any title company to remove the Property (cloud of this Purchase Option from title to the "Option Exercise Notice")Landlord Property. In the event Tenant exercises the Purchase Option, then concurrent with the fair market value shall be determined by an ---------------------- appraiser selected by the parties who “Close of Escrow,” as such term is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and defined in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined)Agreement, Landlord shall convey return the Property original Release of Memorandum of Purchase Option to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateTenant.
(e) At The Purchase Option shall be exercised by Tenant, if at all, by Tenant delivering, prior to the Closingexpiration of the Purchase Option Term, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed “Escrow Holder,” as such term is defined in the form required hereinabovePurchase Agreement, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title ’s good faith deposit in the amount of $1,000,000.00 (the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3“Deposit”) A and a duly executed and acknowledged ▇▇▇▇ counterpart of sale conveying title the Purchase Agreement (with a copy to all personalty and all intangible property to Landlord), dated as of the date of ▇▇▇▇▇▇.
’s delivery of the Purchase Agreement to Escrow Holder. Landlord shall then deliver to Escrow Holder (4with .a copy to Tenant) A a duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company counterpart of the Landlord's closing representatives' power and authority to consummate the transactionsPurchase Agreement.
(f) Subject Landlord and Tenant acknowledge and agree that if the closing of the sale of the Landlord Property pursuant to this Paragraph 2 occurs (i) after the Commencement Date but prior to or on the second (2nd) anniversary of the Commencement Date, then the “Purchase Price”, as such term is defined in the Purchase Agreement, shall be equal to [***] or (ii) after the second (2nd) anniversary of the Commencement Date but prior to or on the third (3rd) anniversary of the Commencement Date, then the “Purchase Price”, as such term is defined in the Purchase Agreement, shall be equal to [***]. *** Information has been omitted pursuant to a request for confidential treatment which has been filed separately with the Securities and Exchange Commission.
(g) During the Purchase Option Term and at all times prior to Tenant’s exercise of its Purchase Option, Landlord, for the benefit of Tenant, shall timely make all payments and timely perform all other obligations of the Landlord (which have not been assumed by the Tenant under the terms of this Lease) (A) under any agreement to which Landlord is a party or any law binding upon Landlord or the Premises, if non-payment or non-performance of such obligations could result in (i) the imposition of any deed of trust, mortgages, liens, charges, encumbrances, easements, covenants, restrictions or other claims, which are now or which hereafter become binding upon the Premises or the Landlord or Tenant with respect to the Premises (“Encumbrances”) (provided if ▇▇▇▇▇▇▇▇'s full performance ▇ agrees in writing to remove or cause such Encumbrances to be removed from title to the Premises on or before the close of escrow pursuant to the terms of the conditions precedent listed Purchase Agreement, then Tenant shall not be entitled to its below described remedies as a result of the imposition of such Encumbrances), (ii) a default (assuming lapse of any grace period without cure) under any Encumbrance recorded against the Premises Land, or (iii) an adverse effect upon Tenant’s Purchase Option; and (B) under all of the Permitted Exceptions (if any) as defined in and required by paragraph (e) the Purchase Agreement. However, if Landlord should fail to timely make any such payment or to perform any such obligations as described above, then, Tenant shall be entitled to immediately pursue all or any of the following remedies in such order as Tenant shall elect, but provided Tenant notifies Landlord in writing at least 30 days in advance of Tenant’s intention to do so (and provided Landlord fails to cure such failure within such 30-day period):
(i) Tenant may proceed in equity or at law to compel Landlord to perform its obligations and/or to recover damages directly and proximately caused by such failure to perform;
(ii) Tenant may make such payment or cure such non-performance and recover from Landlord upon demand the actual out-of-pocket cost so incurred by Tenant, together with interest thereon at the Closing, Tenant shall: -------------Agreed Interest Rate from the date of the expenditure until paid; and/or
(1iii) Pay Tenant may elect to Landlord the Base exercise its Purchase Price Option in cashaccordance with this Paragraph 2 above.
(2h) Furnish evidence reasonably satisfactory Prior to Tenant’s exercise of the Purchase Option, Tenant shall obtain, at its sole cost and expense the Title Documents (as defined in the Purchase Agreement). At any time prior to that date which is ten (10) days prior to Tenant’s exercise of the Purchase Option, Tenant shall have the right to deliver written notice to Landlord and (the “Title Objection Notice”) specifying any title objections or other matters in the Title Company Documents to which Tenant objects (collectively, “Title Objections”). Tenant’s failure to timely deliver a Title Objection Notice shall be deemed to be Tenant’s approval of all of the exceptions to title and other matters shown in or disclosed by the Title Documents. Notwithstanding anything to the contrary contained herein, (A) Tenant shall not be entitled to deliver a Title Objection Notice that is subject to any condition, and any title exception or other matter set forth in the Title Documents that is approved subject to any condition shall be deemed to be a Title Objection which has been objected to by Tenant and (B) Tenant shall not be entitled to object to any matters directly or indirectly caused by or arising through Tenant or any of the other Tenant Parties, including this Lease or any matter arising through or as a result of occupancy of the Premises by Tenant or any other Tenant Party pursuant to this Lease. Landlord shall have a period of five (5) business days after Landlord’s receipt of the Title Objection Notice to elect by written notice to Tenant (the “Title Response Notice”) to either (aa) attempt to remove or cure (by endorsement or otherwise) at or prior to the Closing (as defined in the Purchase Agreement) some or all of the Title Objections, or (bb) to advise Tenant that Landlord is unable or unwilling to remove or cure (by endorsement or otherwise) some or all of the Title Objections. Such election by Landlord shall be at Landlord’s sole option and discretion; it being understood Landlord has no obligation to remove or cure any Title Objections (other than as provided in the last sentence of Section 4.1.1 of the Purchase Agreement as to Seller Monetary Liens (as defined in the Purchase Agreement)). If Landlord fails to timely deliver to Tenant the Title Response Notice, it shall be conclusively deemed that Landlord has informed Tenant that Landlord is unable or unwilling to remove or cure any of the Title Objections. If Landlord advises Tenant in Landlord’s Title Response Notice (or is deemed to have advised Tenant's ) that Landlord is unable or unwilling to remove or cure some or all of the Title Objections, then Tenant must elect to either not exercise its Purchase Option or waive any such Title Objections; provided, however, if Tenant elects to exercise its Purchase Option notwithstanding Landlord’s election or deemed election to advise Tenant that Landlord is unable or unwilling to remove or cure some or all of the Title Objections, then Tenant shall be deemed to have irrevocably waived any such Title Objections. Without affecting the future right of Tenant to obtain Title Documents (including another updated preliminary title report) in the future under the provisions in this subsection (h) and deliver Title Objections pursuant to such future preliminary title report), Landlord and Tenant acknowledge that ▇▇▇▇▇▇'s closing representatives' power ▇ has approved the Preliminary Title Report from Chicago Title Company dated September 3, 2009 and authority attached hereto as Schedule 4 to consummate the transactionsthis Rider 1.
(gi) On After the date of this Lease and until the later of (A) the expiration of the Purchase Option Term or before Closing(B) the earlier termination of the Purchase Option, Landlord shall pay: not, without Tenant’s consent, not to be unreasonably withheld, conditioned or delayed, cause or permit (1where it is within Landlord’s control to deny such permission) the cost any Encumbrances to, or alienation or transfer of, all or any portion of the Owner's Policy Premises Land or the Building, if the same adversely affects the use, occupancy, operation or value of Title Insurance required herebythe Premises Land and/or the Building following the Closing (as defined in the Purchase Agreement), excluding except to the additional charges for modification extent Landlord agrees to remove such Encumbrances, alienation or deletion of standard exceptions, transfer prior to the Closing (as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by defined in the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;Purchase Agreement).
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant In the event that (i) a Blockage Notice has been issued, or (ii) the Senior Debt is accelerated by Senior Creditors (each a “Purchase Trigger Event”), Subordinated Creditor shall have the option (but not the obligation) to elect to purchase, during the sixty-first purchase all (61stbut not less than all) through the sixty-fourth (64th) month of the Term then-outstanding Senior Debt; provided that such option shall expire if Subordinated Creditor fails to deliver a written notice (the “Purchase Notice”) to Senior Creditors within thirty (30) business days following the occurrence of a Purchase Trigger Event, which Purchase Notice shall (i) be signed by Subordinated Creditor and during the one hundred (ii) state that (A) it is a Purchase Notice delivered pursuant to Section 24 of this Agreement, and twentieth (120thB) month Subordinated Creditor is thereby offering to purchase all of the Term and to close Senior Debt at the purchase within 60 days Purchase Price set forth in Section 24(d) hereof. The Purchase Notice shall be irrevocable by Subordinated Creditor once received by Senior Creditors. After the expiration of the electionthirty (30) business day period above, all Subordinated Creditor shall not be entitled to send a Purchase Notice until the occurrence of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereina subsequent Purchase Trigger Event.
(b) The total base purchase price Notwithstanding the delivery of a Purchase Notice in accordance with the terms hereunder, Senior Agent and Senior Creditors may continue to exercise all of their rights and remedies under the Senior Debt until the close of the Purchase on the Purchase Date (as such terms are defined below), and until the close of the Purchase on the Purchase Date Senior Agent and each Senior Creditor shall not be precluded from taking any action, including commencing judicial proceeding or non-judicial actions to collect or enforce the Senior Debt or foreclose on any collateral for the Property (Senior Debt. For the "Base Purchase ------------- Price") shall be ninety-five percent (95%) avoidance of doubt, upon the close of the fair market value Purchase, such rights and remedies of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value Senior Agent and Senior Creditors shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingcease.
(c) At On the Closing date (hereinafter definedthe “Purchase Date”) specified by Subordinated Creditor in the Purchase Notice (which date shall be not less than thirty (30) days, after the receipt by Senior Creditors of the Purchase Notice), Landlord subject to any required approval of any court or other governmental authority then in effect, Senior Creditors shall convey the Property sell to Tenant by special warranty deed Subordinated Creditor, and Subordinated Creditor shall purchase from Senior Creditors (the "Deed") in form and substance ---- reasonably acceptable “Purchase”), the aggregate amount of Senior Debt outstanding at the time of purchase at par, on a non-recourse basis; provided that the Senior Debt purchased shall not include any rights of Senior Creditors with respect to Tenant and Landlordindemnification obligations of Borrower arising under the Senior Loan Documents prior to the Purchase Date (the “Surviving Obligations”).
(d) The closing Without limiting the obligations of Borrower under the Senior Loan Documents to Senior Creditors with respect to the Surviving Obligations (which shall not be transferred in connection with the Purchase), upon the Purchase Date, Subordinated Creditor shall: (i) as the purchase price (the “Purchase Price”) for all of the transaction pursuant Senior Debt, pay to Senior Creditors in cash an amount equal to all outstanding Senior Debt as of the Purchase Date, and (ii) furnish cash collateral to SVB (X) in an amount equal to one hundred five percent (105.0%) of the face amount of all letters of credit issued by Senior Creditor that are denominated in United States Dollars, plus all interest, reasonable and documented fees, and costs due in connection therewith (as determined by Senior Creditor in its good faith business judgment), (Y) in an amount equal to one hundred five percent (105.0%) of the face amount of all letters of credit issued by SVB that are denominated in a currency other than United States Dollars, plus all interest, reasonable and documented fees, and costs due in connection therewith (as estimated by SVB in its good faith business judgment) and (Z) in an amount equal to all Bank Services and any other contingent obligations (all of the foregoing in clause (X), clause (Y) and clause (Z) being “Reimbursement Obligations”), to cash collateralize such Reimbursement Obligations (or make such other arrangements as are acceptable to SVB in its sole discretion to assume any reimbursement obligations relating to such Reimbursement Obligations), and (iii) agree to reimburse Senior Creditors for any loss, cost, damage or reasonable and documented out-of-pocket cost or expense (including reasonable and documented out-of-pocket attorneys’ fees and legal expenses) in connection with any commissions, fees, costs or expenses related to any issued and outstanding letters of credit as described above and any checks or other payments provisionally credited to Senior Creditors and/or as to which Senior Creditors have not yet received final payment. The Purchase Price and cash collateral above shall be remitted by wire transfer in immediately available federal funds to such bank account of Senior Creditors as Senior Creditors may designate in writing to Subordinated Creditor for such purpose. Interest shall be calculated to and including the business day on which the Purchase shall occur if the amounts so paid by Subordinated Creditor to the Option Exercise Notice (the "Closing") bank account designated by Senior Creditors are received in such bank account prior to 12:00 p.m., New York City time, and interest shall be at calculated to and including the main office following business day if the amounts so paid by Subordinated Creditor to the bank account designated by Senior Creditors are received in such bank account later than 12:00 p.m., New York City time. Until the Purchase is final and the Senior Debt (other than contingent indemnity obligations) is paid in full, Senior Agent and each Senior Creditor may continue to exercise all of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (its rights and remedies under the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateSenior Debt.
(e) At Such purchase of the ClosingSenior Debt shall be made on a non-recourse basis, Landlord pursuant to SVB’s standard non-recourse sale and assignment agreement, without representation or warranty by any Senior Creditor as to the Senior Debt, any property serving as the Senior Collateral, or otherwise, except that each Senior Creditor shall cause the following items to be furnished to Tenant:
represent and warrant: (1i) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove providedSenior Debt being purchased from Senior Creditors; (bii) ▇▇▇▇▇▇▇▇'s own attorney's feesthat such Senior Creditor owns the Senior Debt free and clear of any Lien or encumbrances; and (ciii) one-half (1/2) of any escrow fee charged by such Senior Creditor has the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by right to sell and assign the Title Company;Senior Debt.
Appears in 1 contract
Sources: Subordination Agreement (PhaseBio Pharmaceuticals Inc)
Purchase Option. (a) Landlord hereby grants Without prejudice to Tenant the option to elect to purchase, during enforcement of the sixty-first (61st) through the sixty-fourth (64th) month rights and remedies of the Term and during A Lenders under this Agreement or the one hundred and twentieth other Loan Documents, at any time after (120thi) month receipt by the Required Term B Lenders of written notice from the Required Term A Lenders of the intent of the Required Term A Lenders to accelerate the Loans following the occurrence of an Event of Default or to exercise secured creditor remedies, or to direct any Agent to do any of the foregoing (a "Remedies Notice"), (ii) the commencement of any Insolvency Proceeding in respect of any Loan Party, (iii) the occurrence of an Event of Default, or (iv) the Required Term A Lenders have not consented to or have withheld their consent to any proposed amendment, modification or waiver of this Agreement or any other Loan Document that has been approved in writing by the Required Term B Lenders but that has not been approved by the Required Term A Lenders, the Required Lenders or all Lenders, as the case may be (each a "Triggering Event"), the Term B Lenders shall have the option (but not the obligation) by delivery of irrevocable written notice to the Administrative Agent (a "Purchase Notice") to purchase from the Term A Lenders all (but not less than all) of the outstanding Term A Loans and to close the purchase within 60 days assume all (but not less than all) of the electionoutstanding Term A Loan Commitments, all of Landlord's right, title provided that such purchase and interest sale will not conflict with any Law applicable to any Term A Lender. The Required Term A Lenders shall deliver to the Required Term B Lenders any Remedies Notice (A) in the Propertyabsence of Exigent Circumstances, including without limitationnot less than five (5) Business Days prior to taking any actions described in (a)(i) above or (B) if Exigent Circumstances exist, the buildings, parking lot, fixtures as soon as practicable and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection any event contemporaneously with the operation taking of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinsuch action.
(b) The total base If any Term B Lender sends to the Administrative Agent a Purchase Notice after the occurrence of a Triggering Event, the Agents and the Term A Lenders shall not accelerate the Loans or exercise any remedies. On the third Business Day after receipt by the Administrative Agent of the Purchase Notice (or on such earlier date after receipt by the Administrative Agent of the Purchase Notice as the Term A Lenders and Required Term B Lenders may agree), each Term A Lender shall sell to those Term B Lenders that have elected to purchase price for the Property Term A Loans and Term A Loan Commitments (the "Base Purchase ------------- PricePurchasing Lenders") ), and the Purchasing Lenders shall be ninety-five percent purchase from each of the Term A Lenders, all (95%but not less than all) of the fair market value outstanding Term A Loans (together with all Equity Interests acquired by such Term A Lenders in connection with the Transactions, for no additional consideration) and shall assume all (but not less than all) of the ----- Property outstanding Term A Loan Commitments. From and after the date of such purchase and sale, the Term A Lenders shall have no obligation under this Agreement or the other Loan Documents as lenders, it being understood that all of such fair market value is agreed upon obligations shall be assumed by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingPurchasing Lenders.
(c) At Upon the Closing date of such purchase and sale, the Purchasing Lenders shall pay to the Administrative Agent for the benefit of the Term A Lenders an amount equal to the sum of (hereinafter defined)i) 100% of the then unpaid principal amount of all outstanding Term A Loans, Landlord shall convey together with interest accrued and unpaid thereon, including, without limitation, any paid-in-kind interest and any unpaid fees due and payable thereon (but excluding any Applicable Prepayment Premium and without any additional consideration for the Property Equity Interests acquired by the Term A Lenders in connection with the Transactions) plus (ii) all expenses of the Administrative Agent and the Term A Lenders to Tenant by special warranty deed the extent earned or due and payable in accordance with this Agreement and the other Loan Documents (collectively, the "DeedPurchase Price") ). Upon the date of such purchase and sale, the Purchasing Lenders shall remit the Purchase Price by wire transfer of immediately available funds to such bank account as the Administrative Agent may designate in form and substance ---- reasonably acceptable writing to Tenant and Landlordthe Purchasing Lenders for such purpose.
(d) The closing of the transaction Such purchase and sale shall be made pursuant to customary assignment documentation reasonably acceptable to the Option Exercise Notice (Term A Lenders and the "Closing") Purchasing Lenders, but in any event shall be at expressly made without representation or warranty of any kind by the main office Term A Lenders or otherwise and without recourse to the Term A Lenders, except for representations and warranties required to be made by the Term A Lenders in connection with assignments of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas loans pursuant to Section 12.07 (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, as in effect on the closing datedate hereof).
(e) At If the ClosingPurchasing Lenders purchase the Term A Loans and assume the Term A Loan Commitments as provided in this Section 10.17, Landlord shall cause each of the following items Term A Lenders, each Agent and each Loan Party, by its acknowledgment hereof, agrees that it will execute any and all further documents, agreements and instruments, and take all such further actions, as may be required under any applicable Law or which any Agent, the Term A Lenders or the Purchasing Lenders may reasonably request to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with effectuate the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactionsSection 10.17.
(f) Subject Notwithstanding anything to ▇▇▇▇▇▇▇▇'s full performance the contrary set forth in this Agreement or in any other Loan Document, the Loan Parties acknowledge and agree that no such purchase by the Purchasing Lenders of the Term A Loans and assumption of the Term A Loan Commitments pursuant to this Section 10.17 shall limit or impair the obligations of the Loan Parties under this Agreement to indemnify the Term A Lenders in respect of acts, omissions, facts, events, conditions precedent listed in and required by paragraph (e) above, at or circumstances existing or arising on or prior to the Closing, Tenant shall: -------------
(1) Pay to Landlord date on which the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord Term A Loans are so purchased and the Title Company Term A Loan Commitments are so assumed, all of which indemnification obligations shall survive the Tenant's consummation of such purchase and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;assumption..
Appears in 1 contract
Sources: Financing Agreement (Dico, Inc.)
Purchase Option. (a) Landlord hereby grants to Tenant The Manager or its affiliates have the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month purchase all or any portion of the Term and during Property at the Appraised Value (as defined below) from one hundred and twentieth (120th) month or more of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest Tenants in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property Common (the "Base Purchase ------------- PriceOption") beginning 36 months after the date of this Memorandum. If the Manager or its affiliates desire to exercise the Purchase Option, the Manager or its affiliates (hereinafter, the "Buyer") shall be ninety-five percent (95%) of determine the fair market value of the ----- Property, which shall be computed (the "Appraised Value") in the manner described below by computing the net proceeds that would have been distributable to the selling Tenants in Common had the Property as such fair market value is agreed upon been sold for its Appraised Value and reducing this amount by the parties. If sum of (a) 1% for imputed costs of sale that ordinarily would be associated with the parties are unable to agree upon the fair market value sale of the Property within ten to a third party and (10b) days after delivery the Selling Commission (as defined in the Management Agreement). The Buyer, in its sole discretion, will select an MAI certified appraiser with at least 5 years of Tenant's election experience in the city or county where the Property is located to purchase perform an MAI appraisal of the Property (the "Option Exercise NoticeQualified Appraiser"). The Qualified Appraiser shall not be an affiliate of the Buyer, then the fair market value shall Property Manager or any Tenant in Common, and will be determined by an ---------------------- appraiser selected paid by the parties who is a member Buyer. The Qualified Appraiser shall notify the Buyer of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's its determination of the fair market value of the entire Property without a discount for the tenant in common ownership arrangement. The Tenants in Common by unanimous vote shall have the right to approve or reject the Appraised Value within 30 days of receiving the notification of Appraised Value. If they reject the Appraised Value within 30 days of receiving the notification, the selling Tenants in Common shall have the right to select their own Qualified Appraiser who shall be required to satisfy the same requirements as described above. The average of the two appraisals shall then be deemed the Appraised Value unless there is more than a five percent (5%) difference between the highest and lowest Appraised Value, in which case a third Qualified Appraiser (with the qualification described above) shall be selected by mutual agreement of the first two appraisers and the average of the three appraisals shall be deemed the Appraised Value. The Appraised Value will not be less than 90% of the original purchase price for the Property, unless otherwise approved by the Tenants in Common as provided above. The Manager shall pay for the first appraisal and, if applicable, half of the third appraisal. The Company and the Tenants in Common, on a pro rata basis in accordance with their ownership of the Property, shall pay for the second appraisal and, if applicable, half of the third appraisal. If the Buyer is acquiring a portion of the Property, the purchase price shall be the pro rata amount of the Appraised Value for the portion of the Property being purchased. The Appraised Value as determined above shall be final and binding on the partiesparties if the Buyer elects, in its sole discretion, to close the purchase. Once the Appraised Value has been determined, the Buyer shall have up to 90 days in which to purchase the Property for all cash or such other terms as may be approved by the selling Tenants in Common as described above. At the closing pursuant to the Purchase Option, each of the parties shall bear their share of all ordinary closing costs and expenses in accordance with local real estate practice. If the Buyer does not complete the purchase of the Property within the 90-day period described above, that option shall lapse unless extended by the parties are unable as described above. If the Manager or an affiliate elects to agree upon exercise the selection Purchase Option in the future, they shall be required to begin again the process of an appraiser, each party shall select a qualified appraiser and selecting the two selected appraisers shall select a qualified third appraiser who will Qualified Appraiser to determine the fair market value Appraised Value. There are no limits on the number of times the PropertyManager or its affiliates may seek to exercise the Purchase Option. The Purchase Price shall Manager will be paid in cash at entitled to the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction Selling Commission upon a sale pursuant to the Option Exercise Notice (Purchase Option. The Buyer shall cooperate, at no cost or expense, with any of the "Closing") shall be at selling Tenants in Common who wish to structure the main office sale of Old Republic Titletheir Interests as a tax-deferred exchange pursuant to Section 1031 of the Code. The Buyer shall, 1501 Summitupon direction of the Tenants in Common electing to exchange, ------- Fort Worth, Texas (consent to the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed assignment of their interests in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy Purchase Option to a qualified intermediary of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant their choosing and the Title Company payment of the Landlord's closing representatives' power and authority to consummate the transactionstheir net proceeds into customary exchange escrow accounts.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Tenants in Common Agreement (NNN 2002 Value Fund LLC)
Purchase Option. 8.1 In addition to the right granted pursuant to Section 7.12 hereof, Lender shall have the right to purchase shares of Borrower's Preferred Stock with an aggregate value of up to fifty percent (50%) of the Maximum Loan Amount (subject to increase as provided in Section 8.2) at any time, at Lender's sole and absolute discretion (the "Purchase Option"). The Purchase Option shall be exercisable at a purchase price per share equal to $10.50 per share (the "Purchase Price"). The number and purchase price of such shares are subject to adjustment as provided in this Section 8. The Purchase Option will terminate upon the later to occur of (i) closing of an Initial Public Offering or Merger Event or (ii) 45 days after notice from Borrower of Borrower's intent to close an Initial Public Offering or Merger Event (the "Termination Date"), subject to the terms set forth in Section 8.9 hereof.
8.2 If the Borrower has not repaid the outstanding principal amount under a Note in its entirety by the Maturity Date (as defined in the applicable Note(s)), then for each additional month, or portion thereof, thereafter that the outstanding principal is not paid, Lender shall have the right to purchase from the Borrower, at the Purchase Price (adjusted, as set forth and defined in Section 8.3 herein), an additional amount of Preferred Stock with a value equal to the product of (x) the outstanding principal amount which is due but unpaid and (y) one percent (1%).
8.3 The Purchase Price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:
(a) Landlord hereby grants to Tenant If the option to elect to purchaseBorrower at any time shall, during the sixty-first (61st) through the sixty-fourth (64th) month by combination, reclassification, exchange or subdivision of the Term securities as to which purchase rights under this Purchase Option exist into the same or a different number of securities of any other class or classes, this Purchase Option shall thereafter represent the right to acquire such number and during kind of securities as would have been issuable as the one hundred and twentieth (120th) month result of such change with respect to the Term and securities which were subject to close the purchase within 60 days of the electionrights under this Purchase Option immediately prior to such classification, all of Landlord's rightexchange, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and subdivision or other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinchange.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon Borrower at any time shall combine or subdivide its Preferred Stock, the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid proportionately decreased in cash at the Closingcase of a subdivision, or proportionately increased in the case of a combination.
(c) At Additional antidilution rights applicable to the Closing (hereinafter defined)Preferred Stock purchasable hereunder are as set forth in the Borrower's Articles of Incorporation, Landlord shall convey as amended through the Property to Tenant by special warranty deed date of this Agreement, a true and complete copy of which is attached hereto as EXHIBIT D (the "DeedCharter"). The Borrower shall promptly provide the Lender with any restatement, amendment, modification or waiver of the Charter. The Borrower shall provide Lender with prior written notice of any issuance of its stock or other equity security to occur after the date of this Agreement, which notice shall include (i) in form the price at which such stock or security is to be sold, (ii) the number of shares to be issued, and substance ---- reasonably acceptable (iii) such other information as necessary for Lender to Tenant and Landlorddetermine if a dilutive event has occurred.
(d) The closing If prior to the termination of exercise of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to TenantPurchase Option:
(1i) The Deed the Borrower shall declare any dividend or distribution upon its stock, whether in cash, property, stock or other securities; (ii) the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining Borrower shall offer for subscription prorata to the Property and designated by ▇▇▇▇▇▇, and executed copies holders of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company any class of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance its preferred or other convertible stock any additional shares of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company stock of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On any class or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove providedother rights; (biii) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of there shall be any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title CompanyMerger Event;
Appears in 1 contract
Sources: Subordinated Loan and Security Agreement (Adesso Healthcare Technology Services Inc)
Purchase Option. (a) Landlord hereby grants to Tenant At the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month expiration of the Initial Term or any Term, if Lessee has performed all terms and during the one hundred and twentieth (120th) month conditions of the Term Lease, except the return of the System pursuant to Section 9 herein, Lessee shall have the right to purchase Lessor's interest in all, but not less than all, of the Equipment and all leased Modifications and to close receive an assignment of all, but not less than all, non-exclusive sublicenses to use the Software and Additions, if any, for the Purchase Option Price (as defined below) subject to the following terms and conditions ("Purchase Option"). Lessee shall provide written notice to Lessor three (3) months prior to such purchase within 60 days that Lessee has elected to exercise its Purchase Option. In any event, upon Lessee's exercise of its Purchase Option, Lessee shall purchase the electionEquipment and all leased Modifications and obtain a non-exclusive sublicense to use the associated Software and Additions AS-IS, all WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND LIMITATION OF DAMAGES AS SET FORTH IN THE LEASE. Lessee also shall be responsible for the payment of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and any sales tax or other personal property located upon and used fees in connection with Lessee's exercise of this Purchase Option. The Purchase Option Price (including sales taxes or other fees) shall be due and payable to Lessor by Lessee on or before the operation expiration of the Propertyapplicable Term. At the same time as the Tenant's delivery Upon satisfaction by Lessee of the purchase conditions, Lessor's sole and exclusive obligations under this Purchase Option Exercise Notice (hereinafter defined) shall be to Landlorddeliver to Lessee such title to such Equipment and leased Modifications such as Lessor received from the Supplier, Tenant may elect and to purchase any assign to Lessee a non-exclusive sublicense, as described in the Supplier Agreement, to use the associated Software and Additions, free and clear of all liens, encumbrances and rights of others arising solely out of or created by Lessor's actions. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all vacant or undeveloped land that is contiguous to the Property upon the same applicable terms and conditions of the license and/or sublicense set forth herein.
(b) in the Supplier Agreement. The total base purchase price for the Property (the "Base Purchase ------------- Price") Option Price shall be ninety-five percent (95%) of the installed fair market value of the ----- Property as such fair market value System assuming it is agreed upon in good repair, condition and working order, ordinary wear and tear excepted ("FMV"). The FMV shall be determined by the partiesLessor and Lessee. If the parties Lessor and Lessee are unable to agree upon agree, the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value FMV shall be determined by an ---------------------- independent appraiser selected by Lessor and approved by Lessee which approval shall not be unreasonably withheld or delayed. Lessee shall bear the parties who is a member fees of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. Provided that Tenant shall not be in monetary default (aunless Landlord is paid all actual damages incurred in connection with any such default at or prior to any closing under this Article XXXIII) Landlord hereby grants to Tenant of any of the option to elect to purchaseterms, covenants and conditions of this Lease, at any time during the sixty-first (61st) Term through the sixtyexpiration of the forty-fourth second (64th42nd) full month of the Term (the "Option Period"), Tenant shall have the option (the "Purchase Option") to purchase the Demised Premises at a purchase price equal to the difference between (x) Four Million Dollars ($4,000,000), and during (y) the one hundred aggregate Basic Rent and twentieth any condemnation awards received by Landlord under this Lease through and including the date of closing of title. Tenant may exercise the Purchase Option by delivering to Landlord at least thirty (120th30) month days' prior written notice of its intention to exercise the Purchase Option, which notice must be given prior to the expiration of the Term and Option Period, as to close the purchase within 60 days which time period time shall be of the electionessence. As a condition to closing, Tenant shall pay all costs and expenses of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used any nature incurred by Landlord in connection with the operation exercise of the Property. At the same time as the Tenant's delivery Purchase Option by Tenant and transfer of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished Demised Premises to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title including but not limited to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own reasonable attorneys' fees; , recording fees, transfer taxes and all other expenses (b) oneexcluding any of Landlord's income taxes). The transfer of the Demised Premises to Tenant shall be made by corporate special warranty deeds (equivalent to a New York bargain and sale deed with covenants against grantor's acts), subject to no liens in addition to the Permitted Title Exceptions other than those created or consented to by Tenant, and shall otherwise be on an "as-half (1/2) of is" basis, without any escrow fee charged representation or warranty made by Landlord as to any other matter relating to the Title Company;Demised Premises, including but not limited to their physical condition.
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants Subject to Tenant Section 17.8, Lessee shall have the option on any Payment Date (exercisable by giving Lessor irrevocable written notice (the "PURCHASE NOTICE") of Lessee's election to elect exercise such option not less than thirty (30) days prior to purchase, during the sixty-first date of purchase pursuant to such option) to purchase the Property on the date specified in such Purchase Notice at a price equal to the Termination Value plus all Basic Rent and Supplemental Rent due and owing on such date of purchase (61stthe "PURCHASE OPTION PRICE") through (which the sixty-fourth (64thparties do not intend to be a "bargain" purchase price) month of the Term and during Property. If Lessee exercises its option to purchase the one hundred and twentieth Property pursuant to this Section 20.1 (120th) month of the Term and "PURCHASE OPTION"), Lessor shall transfer to close the purchase within 60 days of the election, Lessee or Lessee's designee all of LandlordLessor's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property as of the date specified in the Purchase Notice upon receipt of the same terms Purchase Option Price and conditions set forth herein.
all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, in accordance with Section 19.1. - MATURITY DATE PURCHASE OPTION. Not less than one hundred eighty (b180) The total base days prior to the Maturity Date, Lessee may give Lessor and Agent irrevocable written notice (the "MATURITY DATE ELECTION NOTICE") that Lessee is electing to exercise the Maturity Date Purchase Option or its option to remarket the Property pursuant to Section 21.1. If Lessee does not give a Maturity Date Election Notice on or before the date one hundred eighty (180) days prior to the Maturity Date, then Lessee shall be deemed to have exercised its Maturity Date Purchase Option. If Lessee has elected, or is deemed to have elected, to exercise the Maturity Date Purchase Option, then on the Maturity Date Lessee shall pay to Lessor an amount equal to the Termination Value plus all Basic Rent and Supplemental Rent due and owing on such date of purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If which the parties are unable do not intend to agree be a "bargain" purchase price) and, upon the fair market value receipt of such amount plus all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, Lessor shall transfer to Lessee or Lessee's designee all of Lessor's right, title and interest in and to the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the PropertySection 19.1.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Lam Research Corp)
Purchase Option. (a) Landlord hereby grants If (i) no Event of Default, and no event which with the giving of notice or lapse of time, or both, would constitute an Event of Default, has occurred and then remains unremedied to Tenant the option Lessor's satisfaction, and (ii) this Lease shall not have been earlier terminated, Lessee shall be entitled, at its option, upon written notice to elect Lessor, as hereinafter provided, to purchasepurchase all, during the sixty-first (61st) through the sixty-fourth (64th) month but not less than all, items of the Term and during Equipment then subject to a Rental Schedule, at the one hundred and twentieth (120th) month expiration of the Primary Term and to close the purchase within 60 days for such items of the electionEquipment or, all as the case may be, at the expiration of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation any Renewal Term for such items of the Property. At the same time as the Tenant's delivery Equipment, for an amount, with respect to each such item of the Option Exercise Notice (hereinafter defined) to LandlordEquipment, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous payable in immediately available funds, equal to the Property upon Fair Market Value thereof as determined by an Appraisal, plus any applicable sales, excise or other taxes imposed as a result of such sale (other than net income taxes attributable to such sale). Lessor's sale of any item of the same Equipment shall be on an "as-is", "where-is" basis, without any representation or warranty by or recourse to Lessor, as provided by the provisions of this Master Lease on disclaimer of warranties, and shall be subject to such additional terms and conditions set forth hereinas may be specified in the Rental Schedule. If Lessee intends to exercise said purchase option, Lessee shall give written notice to Lessor to such effect at least 90 days prior to the earliest expiration of the Primary Term of the item(s) of the Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise its purchase option, or, if a Renewal Term is then in effect, at least 90 days prior to the earliest expiration of the then current Renewal Term of the item(s) of the Equipment subject to the particular Rental Schedule with respect to which Lessee intends to exercise its purchase option. If Lessee fails to give such written notice to Lessor as aforesaid, it shall be conclusively presumed that Lessee has elected not to exercise such purchase option. If Lessee gives such written notice, Lessee shall be obligated to buy, and Lessor shall be obligated to sell, such Equipment on the terms herein provided.
(b) The total base If Lessee has elected to exercise its purchase price option, as provided in this Section, as soon as practicable following Lessor's receipt of the written notice from Lessee of Lessee's intent to exercise such option, Lessor and Lessee shall consult for the Property (purpose of determining the "Base Purchase ------------- Price") shall be ninety-five percent (95%) Fair Market Value of each such item of the fair market value Equipment as of the ----- Property end of the Primary Term thereof, or, if this Lease has been renewed pursuant to any provisions of this Lease on option to renew, as such fair market value is of the end of the then current Renewal Term thereof, and any values agreed upon by in writing shall constitute the partiesFair Market Value of each such item of the Equipment for the purposes of this Section. In so consulting, Lessor and Lessee may refer to books containing indexes of standard values for used equipment of relevant type and age If the parties are unable Lessor and Lessee have failed to agree upon such value prior to the fair market value 60th day before the expiration of the Property within ten (10) days Primary Term, or, if this Lease has been renewed, prior to the 60th day before the expiration of the then current Renewal Term, on and after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market such 60th day either party may request that such value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingAppraisal.
(c) At Notwithstanding any election by Lessee to purchase, the Closing (hereinafter defined), Landlord provisions of this Lease shall convey continue in full force and effect until the Property to Tenant by special warranty deed (transfer of ownership of such Equipment upon the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing date of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued purchase by the Title Company in accordance with the terms delivery of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged a ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇Sale by Lessor.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Master Equipment Lease Agreement (Vion Pharmaceuticals Inc)
Purchase Option. (a) Landlord In addition to the Right of First Refusal, Grantor hereby grants to Tenant the Grantee an option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"“Purchase Option”), then subject and subordinate only to the fair market value shall be determined by an ---------------------- appraiser selected by Duke ROFR (as hereinafter defined), at the parties who is a member time, for the consideration, and upon the terms and conditions set forth below:
(a) Subject to the provisions below, the term of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to Purchase Option (“Option Term”) shall commence upon the date hereof and in shall run until the geographic area date the term of the PropertySublease expires or the Sublease is otherwise terminated. Such appraiser's determination Subject to the provisions below, the Purchase Option may be exercised by Grantee during the Option Term by written notice of such exercise from Grantee to Grantor delivered to Grantor’s address set forth below.
(b) In the fair market value event that Grantee exercises its Purchase Option by giving written notice thereof to Grantor during the Option Term, then this Agreement shall become a contract of sale between Grantor and Grantee on all the terms and conditions set forth herein and Grantor shall purchase the Property from Grantor, and Grantor shall sell the Property to Grantee, in accordance with the terms and conditions hereof on or before the date one hundred twenty (120) days after the date on which Grantee gives Grantor such written notice or any earlier date for the closing of such purchase and sale that Grantee may specify in such written notice to Grantor. In such event, the closing of such purchase and sale shall occur as follows:
(i) the purchase price (the “Option Price”) to be paid by Grantee to Grantor for the Property shall be binding on Two Million Seven Hundred Thousand and No/100 Dollars $2,700,000.00, and such Option Price shall be paid by Grantee to Grantor at the parties. If closing of such purchase and sale (the parties “Option Closing”) by certified funds or cashier’s check;
(ii) Grantor shall transfer and convey to Grantee at the Option Closing, good, marketable and insurable fee simple title to the Property free and clear of all liens, leases, encumbrances, encroachments, restrictions, covenants, assessments, charges, taxes, agreements and easements, except for (A) easements, covenants and other restrictions affecting the Property as of the date of this Agreement, (B) such other easements, covenants and restrictions as are unable to agree upon hereafter approved by Grantee, in writing (which approval shall not be unreasonably withheld, conditioned or delayed so long as such proposed easement, covenant or restriction would not materially adversely affect the selection use and development of an appraiserthe Property for office, each party shall select a qualified appraiser research, and related uses or the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property), and (C) the lien for taxes and other assessments not then due and payable. The Purchase Price Grantor shall be paid obligated to remove all monetary liens encumbering the Property on or before the Option Closing. In the event Grantor for any reason cannot convey title to the Property to Grantee in cash the manner required by this subparagraph, then Grantee may, in addition to all other remedies it might have at law or in equity, either (A) rescind its election to exercise the Purchase Option, or (B) elect to cure any defect or defects in title and deduct the expense of curing such defect or defects from the Option Price. In relation to the foregoing, Grantor acknowledges and agrees that it shall not further encumber the Property following the date hereof without first receiving Grantee’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing or any other provision contained herein to the contrary, Grantee acknowledges and agrees that Grantor shall have the right, at any time, to grant security interests against the Property in connection with any loans hereafter obtained by Grantor and that such granting of security interests against the Property shall not constitute an event of default by Grantor hereunder; provided, however, that in no event shall this sentence be deemed to subordinate Grantee’s rights hereunder to any such security interests and such security interests shall in all events be subject and subordinate to the rights of Grantee hereunder; provided further, however, that in the event of a purchase by Grantee pursuant to the terms of this Section 2, Grantor shall remove and effect a release of all such security interests on or before the Option Closing.
(iii) At the Option Closing, Grantor shall execute and deliver to Grantee the documents and instruments described in subparagraph (iv) of Section 1(c), above, and the references therein to “Closing” shall be deemed to refer to the Option Closing.
(iv) Any and all ad valorem or similar taxes or assessments on the Property for the year in which the Option Closing occurs shall be prorated as of the date of the Option Closing. Grantor shall pay its own attorneys’ fees and the State of Georgia transfer tax, and Grantee shall pay its own attorneys’ fees and the cost of any title insurance obtained by Grantee; each party shall otherwise bear and pay the costs incurred by such party in connection with such purchase and sale and Option Closing.
(c) At Notwithstanding the foregoing, unless Grantee shall have previously exercised its Purchase Option pursuant to the terms hereof, Grantee’s Purchase Option shall automatically terminate and be of no further force or effect (i) if Grantee, as Subtenant, terminates the Sublease pursuant to Section 2.2(a) thereof, upon the date on which Grantor, as Sublandlord, receives written notice thereof from Grantee, as Subtenant, or (ii) if Grantor, as Sublandlord, terminates the Sublease pursuant to Section 2.2(a) thereof or otherwise terminates the Sublease because of a default thereunder by Grantee, as Subtenant, the date on which the Sublease so terminates. In the event Grantee has exercised the Purchase Option pursuant to the terms hereof prior to the date on which the Purchase Option so terminates, then each of Grantor and Grantee shall proceed to the Option Closing (as hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordaccordance with the terms hereof.
(d) The closing Further notwithstanding the foregoing, Grantee acknowledges and agrees that in the event it does not exercise its Right of First Refusal with respect to any Offer during the transaction applicable Refusal Period pursuant to the terms and provisions of Section 1, above, and Grantor thereafter accepts such Offer, then Grantee shall have no right to exercise its Purchase Option Exercise Notice at anytime during the applicable Refusal Period until the earlier of (i) the "Closing"expiration of the applicable six-month Permitted Offer Closing Period without the closing of such Conveyance, and the recordation of the deed conveying the Offer Property to the Offer Purchaser, having occurred, or (ii) the termination of the subject Offer or the purchase agreement related thereto. Furthermore, notwithstanding any other provision contained herein to the contrary, Grantee acknowledges and agrees that, in the event the closing with respect to an Offer occurs, and such deed is so recorded, within the applicable six-month Permitted Offer Closing Period, then this Agreement shall be at terminate with respect to that portion of the main office Property that is the subject of Old Republic Titlesuch closing and deed, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"as set forth in Subparagraph 1(b), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateabove.
(e) At During the ClosingOption Term, Landlord for so long as this Agreement is in effect, Grantee and Grantee’s agents and designees shall cause have the following items right to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering enter the Property issued by for the Title Company in accordance with purposes of inspecting the terms of this Agreement insuring Tenant's title in Property, conducting soil tests, and making surveys, mechanical and structural engineering studies, environmental assessments, and any other investigations and inspections as Grantee may reasonably require to assess the amount condition of the Base Purchase PriceProperty; provided, containing no liens against however, that such activities by or on behalf of Grantee on the Landlord's fee interest in Property shall not materially damage the Property.
(3) A duly executed ; and acknowledged ▇▇▇▇ of sale conveying title to all personalty provided further, however, that Grantee shall indemnify and hold Grantor harmless from and against any and all intangible property claims for injury to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all serviceperson or damage to property, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇extent directly resulting from the activities of Grantee or Grantee’s agents or designees on the Property, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company excluding, however, claims arising out of the Landlord's closing representatives' power and authority to consummate discovery of, or the transactionsnon-negligent accidental or inadvertent release of, any hazardous materials resulting from Grantee’s investigations (unless such hazardous materials are brought onto the Property by Grantee or Grantee’s agents, employees, consultants or contractors).
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Right of First Refusal and Option Agreement (Radiant Systems Inc)
Purchase Option. During the first twenty-four (a24) Landlord hereby grants to months of the Term --------------- the Tenant shall have the option to elect to purchasepurchase ("Purchase Option") the Building, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection together with the operation land on which it is situated and all appurtenances thereto, for the sum of the PropertyTwenty-two Million Dollars ($22,000,000). At any time prior to the same time as expiration of 548 days after the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to LandlordEffective Date, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to exercise the Property upon the same terms and conditions Inspection Period rights set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the partiesin Exhibit F attached to this Lease. If the parties are unable Tenant desires to agree upon exercise the fair market value Purchase Option, then it will notify the Landlord of such exercise in writing on or before the Property expiration of 548 days after the Effective Date and shall within ten (10) business days thereafter enter into a purchase agreement in substantially the form attached hereto as Exhibit D, which shall provide for a closing date of not greater than the expiration of the twenty-fourth (24th) month after delivery of the Effective Date. The Landlord's obligation to consummate the sale shall be conditioned on the Tenant either: (i) assuming the Landlord's then existing financing covering the purchased Property; or (ii) paying the termination or prepayment fee (including yield maintenance) required under Landlord's then existing financing covering the purchased Property; and in the event neither alternative is performed by Tenant, then Tenant's election to purchase Purchase Option shall expire and be of no further force or effect. At Tenant's sole election, the sale of the Property (may be converted into a sale of all of the "Option Exercise Notice"member interests in the Landlord. In such event, the purchase agreement attached hereto as Exhibit D shall be modified as appropriate to reflect a sale of member interests, rather than a sale of a real property interest. If the Landlord is unable to effectuate a sale of all member interests due to a refusal of one of more of the members to sell their interest(s), then in such event the fair market value Landlord shall be determined by an ---------------------- appraiser selected by the parties who is pay one hundred percent (100%) of all transfer and recordation taxes required in connection with a member sale of the American Institute of Real Estate Appraisers with at least five years of experience appraising real property comparable to and interest in the geographic area of the Property. Such appraiserIf the sale is converted to a member interest sale, then the parties shall execute such additional documents at closing as may be necessary to assure that all profits and losses associated with the Landlord's determination of the fair market value ownership of the Property prior to closing shall be binding on the parties. If the parties appropriately allocated or paid to Landlord post-closing; including, without limitation all claims for past due rent, regardless of whether reduced to judgment, which are unable to agree upon the selection outstanding as of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Office Lease (Creditrust Corp)
Purchase Option. (a) Landlord hereby grants to Tenant During the option to Lease Term or at the Lease ---------------- Termination Date, and provided that no Event of Default has occurred and is continuing hereunder, the Lessee may elect to purchasepurchase the Lessor's Senior Ownership Interest in the Equipment at the purchase price (the "Purchase Price") as defined in Section 20(b) hereof. If Lessee desires to exercise its option under this Section 20, during Lessee shall notify Lessor in writing at least ten (10) days prior to the sixty-first (61st) through the sixty-fourth (64th) month date of the Term and during the one hundred and twentieth (120th) month purchase of the Term and to close Lessor's Senior Ownership Interest in the purchase within 60 days Equipment. Upon payment of the electionPurchase Price, and of all Monthly Rents and other amounts then owing under this Agreement, Lessor shall deliver, assign and sell to the Lessee, without recourse and without any representation or warranty, other than warranty of Lessor's title, free of any and all liens resulting from the acts of Lessor, all of Landlordthe Lessor's right, title and interest in and to its Senior Ownership Interest in the PropertyEquipment as represented by the Senior Ownership Certificate. Lessor will also release its lien on and security interest in the Lessee's Residual Ownership Interest in the Equipment as represented by the Residual Ownership Certificate. In addition, including without limitation, the buildings, parking lot, fixtures Lessor shall release its lien on and improvements constructed on the land, security interest in all other property of LandlordLessee serving as collateral for Lessee's equipment, machinery, furniture, inventory and obligations hereunder (exclusive of Lessee's property securing or serving as collateral for other personal property located upon and used in connection with the operation obligations of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous Lessee to the Property upon the same terms and conditions set forth hereinLessor).
(b) The total base purchase price Purchase Price for the Property (Senior Ownership Interest in the "Base Purchase ------------- Price") Equipment shall be ninety-five percent equal to the sum of: (95%i) of the fair market present value of all future Monthly Rents required to be paid Lessor over the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten remaining Lease Term (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant discounting such future Monthly Rents to the Option Exercise Notice (the "Closing") shall be date of payment at the main office a rate of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed eight and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half percent (1/28.5%) per annum), plus (ii) $100. In ---- addition, the Lessee shall be responsible for any sales, transfer or other similar taxes or assessments in connection with the Lessor's sale and transfer to the Lessee of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by Senior Ownership Interest in the Title Company;Equipment.
Appears in 1 contract
Sources: Equipment Lease Agreement (Charter Communications International Inc /Tx/)
Purchase Option. (a) Landlord In addition to the Right of First Refusal, Grantor hereby grants to Tenant the Grantee an option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"“Purchase Option”), then subject and subordinate only to the fair market value shall be determined by an ---------------------- appraiser selected by Duke ROFR (as hereinafter defined), at the parties who is a member time, for the consideration, and upon the terms and conditions set forth below:
(a) Subject to the provisions below, the term of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to Purchase Option (“Option Term”) shall commence upon the date hereof and in shall run until the geographic area date the term of the PropertySublease expires or the Sublease is otherwise terminated. Such appraiser's determination Subject to the provisions below, the Purchase Option may be exercised by Grantee during the Option Term by written notice of such exercise from Grantee to Grantor delivered to Grantor’s address set forth below.
(b) In the fair market value event that Grantee exercises its Purchase Option by giving written notice thereof to Grantor during the Option Term, then this Agreement shall become a contract of sale between Grantor and Grantee on all the terms and conditions set forth herein and Grantor shall purchase the Property from Grantor, and Grantor shall sell the Property to Grantee, in accordance with the terms and conditions hereof on or before the date one hundred twenty (120) days after the date on which Grantee gives Grantor such written notice or any earlier date for the closing of such purchase and sale that Grantee may specify in such written notice to Grantor. In such event, the closing of such purchase and sale shall occur as follows:
(i) the purchase price (the “Option Price”) to be paid by Grantee to Grantor for the Property shall be binding on Two Million Seven Hundred Thousand and No/100 Dollars $2,700,000.00, and such Option Price shall be paid by Grantee to Grantor at the parties. If closing of such purchase and sale (the parties “Option Closing”) by certified funds or cashier’s check;
(ii) Grantor shall transfer and convey to Grantee at the Option Closing, good, marketable and insurable fee simple title to the Property free and clear of all liens, leases, encumbrances, encroachments, restrictions, covenants, assessments, charges, taxes, agreements and easements, except for (A) easements, covenants and other restrictions affecting the Property as of the date of this Agreement, (B) such other easements, covenants and restrictions as are unable to agree upon hereafter approved by Grantee, in writing (which approval shall not be unreasonably withheld, conditioned or delayed so long as such proposed easement, covenant or restriction would not materially adversely affect the selection use and development of an appraiserthe Property for office, each party shall select a qualified appraiser research, and related uses or the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property), and (C) the lien for taxes and other assessments not then due and payable. The Purchase Price Grantor shall be paid obligated to remove all monetary liens encumbering the Property on or before the Option Closing. In the event Grantor for any reason cannot convey title to the Property to Grantee in cash the manner required by this subparagraph, then Grantee may, in addition to all other remedies it might have at law or in equity, either (A) rescind its election to exercise the Purchase Option, or (B) elect to cure any defect or defects in title and deduct the expense of curing such defect or defects from the Option Price. In relation to the foregoing, Grantor acknowledges and agrees that it shall not further encumber the Property following the date hereof without first receiving Grantee’s prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. Notwithstanding the foregoing or any other provision contained herein to the contrary, Grantee acknowledges and agrees that Grantor shall have the right, at any time, to grant security interests against the Property in connection with any loans hereafter obtained by Grantor and that such granting of security interests against the Property shall not constitute an event of default by Grantor hereunder; provided, however, that in no event shall this sentence be deemed to subordinate Grantee’s rights hereunder to any such security interests and such security interests shall in all events be subject and subordinate to the rights of Grantee hereunder; provided further, however, that in the event of a purchase by Grantee pursuant to the terms of this Section 2, Grantor shall remove and effect a release of all such security interests on or before the Option Closing.
(iii) At the Option Closing, Grantor shall execute and deliver to Grantee the documents and instruments described in subparagraph (iv) of Section 1(c), above, and the references therein to “Closing” shall be deemed to refer to the Option Closing.
(iv) Any and all ad valorem or similar taxes or assessments on the Property for the year in which the Option Closing occurs shall be prorated as of the date of the Option Closing. Grantor shall pay its own attorney fees and the State of Georgia transfer tax, and Grantee shall pay its own attorneys’ fees and the cost of any title insurance obtained by Grantee; each party shall otherwise bear and pay the costs incurred by such party in connection with such purchase and sale and Option Closing.
(c) At Notwithstanding the foregoing, unless Grantee shall have previously exercised its Purchase Option pursuant to the terms hereof, Grantee’s Purchase Option shall automatically terminate and be of no further force or effect (i) if Grantee, as Subtenant, terminates the Sublease pursuant to Section 2.2(a) thereof, upon the date on which Grantor, as Sublandlord, receives written notice thereof from Grantee, as Subtenant, or (ii) if Grantor, as Sublandlord, terminates the Sublease pursuant to Section 2.2(a) thereof or otherwise terminates the Sublease because of a default thereunder by Grantee, as Subtenant, the date on which the Sublease so terminates. In the event Grantee has exercised the Purchase Option pursuant to the terms hereof prior to the date on which the Purchase Option so terminates, then each of Grantor and Grantee shall proceed to the Option Closing (as hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordaccordance with the terms hereof.
(d) The closing Further notwithstanding the foregoing, Grantee acknowledges and agrees that in the event it does not exercise its Right of First Refusal with respect to any Offer during the transaction applicable Refusal Period pursuant to the terms and provisions of Section 1, above, and Grantor thereafter accepts such Offer, then Grantee shall have no right to exercise its Purchase Option Exercise Notice at anytime during the applicable Refusal Period until the earlier of (i) the "Closing"expiration of the applicable six-month Permitted Offer Closing Period without the closing of such Conveyance, and the recordation of the deed conveying the Offer Property to the Offer Purchaser, having occurred, or (ii) the termination of the subject Offer or the purchase agreement related thereto. Furthermore, notwithstanding any other provision contained herein to the contrary, Grantee acknowledges and agrees that, in the event the closing with respect to an Offer occurs, and such deed is so recorded, within the applicable six-month Permitted Offer Closing Period, then this Agreement shall be at terminate with respect to that portion of the main office Property that is the subject of Old Republic Titlesuch closing and deed, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"as set forth in Subparagraph 1(b), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateabove.
(e) At During the ClosingOption Term, Landlord for so long as this Agreement is in effect, Grantee and Grantee’s agents and designees shall cause have the following items right to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering enter the Property issued by for the Title Company in accordance with purposes of inspecting the terms of this Agreement insuring Tenant's title in Property, conducting soil tests, and making surveys, mechanical and structural engineering studies, environmental assessments, and any other investigations and inspections as Grantee may reasonably require to assess the amount condition of the Base Purchase PriceProperty; provided, containing no liens against however, that such activities by or on behalf of Grantee on the Landlord's fee interest in Property shall not materially damage the Property.
(3) A duly executed ; and acknowledged ▇▇▇▇ of sale conveying title to all personalty provided further, however, that Grantee shall indemnify and hold Grantor harmless from and against any and all intangible property claims for injury to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all serviceperson or damage to property, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇extent directly resulting from the activities of Grantee or Grantee’s agents or designees on the Property, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company excluding, however, claims arising out of the Landlord's closing representatives' power and authority to consummate discovery of, or the transactionsnon-negligent accidental or inadvertent release of, any hazardous materials resulting from Grantee’s investigations (unless such hazardous materials are brought onto the Property by Grantee or Grantee’s agents, employees, consultants or contractors).
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Right of First Refusal and Purchase Option Agreement (Radiant Systems Inc)
Purchase Option. For and in consideration of the non-refundable sum of $10.00 (a) Landlord the "Option Consideration"), receipt of which is hereby acknowledged, and of Lessee's full compliance with all of the terms and conditions of this Lease, Lessor hereby grants to Tenant Lessee the option right to elect to purchasepurchase the premises at any time during, during but not after, the sixty-first three (61st3) through the sixty-fourth (64th) month years of the Term and during initial term of this Lease for a purchase price equal to the one hundred and twentieth sum of $550,000.00 (120th) month which purchase price is intended to be net to Lessor, with Lessee to be responsible for all costs of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Propertyclosing, including without limitation, title policy premium, brokerage commissions, and prepayment premiums, if any, on Lessor's financing applicable to the buildingspremises. The purchase hereunder shall be subject to any easements, parking lotrestrictions, fixtures liens for real estate taxes not due and improvements constructed payable and other encumbrances to which the premises are subject as of the date of this Lease and any additional easements, restrictions and encumbrances thereafter placed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used premises in connection with the development and/or operation thereof or of the PropertyShopping Center. At the same time as the Tenant's delivery of the Option Exercise Notice such right must be exercised, if at all, by Lessee giving ninety (hereinafter defined90) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property days advance written notice (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then ) to Lessor in accordance with the fair market value shall notice provisions of this Lease. The Exercise Notice must be determined by an ---------------------- appraiser selected by given on or before the parties who is a member expiration of the American Institute of Real Estate Appraisers with at least five first three (3) years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the PropertyLease term. The Purchase Price purchase price shall be paid in cash at closing, with closing to occur at the Closing.
office of Lessor on the date which is thirty (c30) At days after Lessor's receipt of the Closing Exercise Notice. Lessee agrees however to cooperate with Lessor, upon request of Lessor at any time at or prior to closing, so that the transaction might be closed as a tax deferred exchange pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended, (hereinafter definedor comparable section of any subsequently enacted federal income tax), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) . The closing of the transaction pursuant may be extended for up to the Option Exercise Notice (the "Closing") 180 days to accommodate such an exchange, provided however, that said exchange shall be at the main office of Old Republic Titleno additional cost or liability to Lessee over that which Lessee would incur in a sales transaction. 133 At closing, 1501 SummitLessor shall furnish to Lessee, ------- Fort Worthat Lessee's cost and expense, a Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering on the Property issued standard form of policy prescribed by the Title Company in accordance Texas State Board of Insurance with standard printed exceptions and a special warranty deed on the terms Texas State Bar Form of deed conveying title free of all encumbrances except as set forth above. Taxes, operation expenses and rent under this Agreement insuring Tenant's title in Lease shall be prorated to the date of closing and Lessee shall additionally pay to Lessor at closing all amounts due or accrued under this Lease to the date of closing, plus the amount of any prepayment premium applicable under Lessor's then first lien mortgage financing covering the Base premises. Lessee hereby indemnifies and agrees to hold Lessor harmless with respect to any brokerage commissions claimed by a person asserting his entitlement thereto at the alleged instigation of Lessee or otherwise applicable to such sale and purchase. This Purchase PriceOption may not be assigned (whether by assignment of this Lease, containing no liens against separate assignment, or otherwise) by Lessee and any purported assignment of this Purchase Option shall terminate as of the Landlord's fee interest date of any such purported assignment. Moreover, upon any purported assignment of this Lease or subletting of all or any part of the premises, this Purchase Option shall terminate and be null and void. It is further understood and agreed that any default of Lessee in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in its obligations under this Lease, whether or not waived or excused by Lessor or cured by Lessee, shall render this Purchase Option null and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cashvoid.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (ai) Landlord The Company hereby grants to Tenant the option to elect Underwriter the right to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinin this Section 2.6, that number of shares of Common Stock equal to the Purchase Option Share Amount (the "Purchase Option").
(bii) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall Option may be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon exercised at any time and from time to time by the parties. If Underwriter on or after the parties are unable Purchase Option Issuance Date but prior to agree upon the fair market value Purchase Option Expiration Date by written notice to the Company of its desire to so exercise in the Property within ten form of Exhibit 2.6(a)(ii) attached hereto (10) days after delivery of Tenant's election to purchase the Property (the a "Purchase Option Exercise Notice"), then the fair market value shall be determined accompanied by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title payment therefor in the amount of the Base Purchase Option Exercise Price multiplied by the number of shares of Common Stock for which the Purchase Option is then being exercised. Payment of the Purchase Option Exercise Price may be made as follows (or by any combination of the following): (i) in United States currency by cash or delivery of a certified or official bank check payable to the order of the Company or by wire transfer to its account, (ii) by cancellation of such number of shares of Common Stock specified by the Underwriter otherwise issuable to the Underwriter upon such exercise, such that the excess of the aggregate closing price on the Trading Day immediately prior to date of exercise of such specified number of shares over the portion of the Purchase Option Exercise Price attributable to such shares shall equal the Purchase Option Exercise Price attributable to the shares of Common Stock to be issued upon such exercise, in which case such amount shall be deemed to have been paid to the Company and the number of shares issuable upon such exercise shall be reduced by such specified number, or (iii) by surrender to the PROVISIONAL PATENT APPLICATION HAS BEEN FILED Company for cancellation by delivery through DWAC of shares of Common Stock of the Company owned by the Underwriter (or delivery of certificates representing the shares of Common Stock of the Company properly endorsed for transfer in blank) having an aggregate closing price on the Trading Day immediately prior to the date of exercise equal to the Purchase Option Exercise Price. In the event that the Purchase Option is exercised in part, containing no liens against the Landlord's fee interest Purchase Option Share Amount shall be reduced by that number of shares of Common Stock that the Underwriter has exercised and the Purchase Option relating to the remainder of the Purchase Option Share Amount shall remain in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in full force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contractseffect.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Common Stock Underwriting Agreement (Triangle Pharmaceuticals Inc)
Purchase Option. (a) Landlord hereby grants to Tenant If no Lease Default or Lease Event of Default hereunder shall have occurred and be continuing, Lessee shall have the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base “Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property Option”), after irrevocable written notice to Lessor as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election hereinafter provided, to purchase the Leased Property on or prior to but not later than the Scheduled Termination Date for an amount equal to the Purchase Amount as of such date. If Lessee intends to exercise its purchase option granted hereunder, it shall give an irrevocable written notice (the "Option Exercise “Termination Notice")”) to Lessor of its intention to purchase the Leased Property, then at least 150 days prior to the fair market value Scheduled Termination Date; provided, however, that Lessee shall be determined by an ---------------------- appraiser selected by deemed to have elected the parties who is a member Purchase Option at the end of the American Institute of Real Estate Appraisers with Basic Lease Term if, at least five years 150 days prior to the Scheduled Termination Date, Lessee shall not have notified Lessor stating its intention to either remarket or return the Leased Property pursuant to Section 14.2 and if the Lease shall not be renewed in accordance with Section 14.8. If Lessee gives a Termination Notice to Lessor, or is deemed to have given a Termination Notice, the same shall constitute a binding obligation of experience appraising property comparable Lessee to purchase the Leased Property and in to pay to Lessor the geographic area Purchase Amount on or prior to but not later than the Scheduled Termination Date. Any such purchase of the Property. Such appraiser's determination of the fair market value of the Leased Property by Lessee pursuant to this Section 14.1 shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company consummated in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the PropertySection 14.5 hereof.
(3b) A duly executed Any Termination Notice given by Lessee as provided by Lessee in the preceding subsection shall (i) refer specifically to this Section 14.1, (ii) state that Lessee shall purchase the Leased Property in accordance with the provisions of Section 14.5 hereof by paying to Lessor the Purchase Amount due on the date set forth in clause (iii), and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇(iii) specify the date for such purchase, which shall be a Payment Date no earlier than 30 days prior nor later than the Scheduled Termination Date.
(4c) A duly executed and acknowledged assignment If Lessee has elected to purchase the Leased Property in favor accordance with paragraph (a), on the date of Tenant of all servicepurchase, employment and management contracts Lessee must pay in cash or immediately available federal funds, as are then in force and pertaining the purchase price therefor, an amount equal to the Purchase Amount. Upon payment of the Purchase Amount, this Lease shall terminate and the Leased Property shall be conveyed to Lessee pursuant to Section 14.5 hereof and in accordance with the terms and conditions thereof. If Lessee fails to purchase the Leased Property on the designated by ▇▇▇▇▇▇purchase date in accordance with the terms hereof, and executed copies such failure shall immediately constitute a Lease Event of all such contractsDefault hereunder. Time is of the essence with regard to Lessee’s obligations under this Section 14.1.
(5d) Evidence reasonably satisfactory Any conveyance made to Tenant and the Title Company consummate a sale of the Landlord's closing representatives' power Leased Property to Lessee pursuant to this Section 14.1 will cut off and authority terminate all interests in the Leased Property claimed by, through or under Lessor, including Lessor Liens (including any interests conveyed by Lessor to consummate third parties, even if conveyed in the transactionsordinary course of Lessor’s business, and including any judgment liens established against the Leased Property because of a judgment rendered against Lessor), but not personal obligations of Lessee under this Lease or any of the other Operative Documents (including, without limitation, obligations of Lessee arising under the indemnities in the Participation Agreement, which indemnities will survive any such sale).
(fe) Subject If (contrary to ▇▇▇▇▇▇▇▇'s full performance the intent of the conditions precedent listed parties as expressed in Section 2.4 of the Participation Agreement) it is determined that Lessee is not, under applicable state law as applied to the Operative Documents, the equitable owner of the Leased Property and the borrower from Lessor in a financing arrangement, but rather is a tenant under the Lease with an option to purchase from Lessor as provided in this Section 14.1 or in Section 17.22 (as the case may be, the “Payoff Option”), then the parties intend that the Payoff Option be secured by a lien and security interest against the Leased Property. Accordingly, Lessor does hereby grant to Lessee a lien and security interest against the Leased Property, including all rights, title and interests of Lessor from time to time in and required by paragraph (e) aboveto the Land and Improvements, at for the Closing, Tenant shall: -------------
sole purpose of securing (1) Pay Lessor’s obligation to Landlord convey the Base Leased Property to Lessee if Lessee exercises the Payoff Option and tenders payment of the Purchase Price in cash.
Amount to Lessor as provided herein, and (2) Furnish evidence reasonably satisfactory Lessee’s right to Landlord and the Title Company recover any damages from Lessor caused by a breach of such obligation, including any such breach caused by a rejection or termination of the Tenant's Payoff Option in any bankruptcy or insolvency proceeding instituted by or against Lessor, as debtor. Lessee may enforce such lien and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate security interest judicially after any such breach by Lessor, but not otherwise. The foregoing grant shall terminate without further action upon the transactions.
(g) On or before Closingtermination, Landlord shall pay: (1) the cost expiration of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;Payoff Option.
Appears in 1 contract
Purchase Option. Upon termination of this Business Management Agreement by the Practice pursuant to Section 6.2(a), the Practice shall be released from the restrictive covenants in Section 4.8 and shall have the option but not the obligation to do all or none of the following:
(a) Landlord hereby grants Pay to Tenant Business Manager the option difference between the consideration received in the Acquisition Transaction minus the book value of the net tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, and all other amounts on the books of the Business Manager relating to elect the Business Management Agreement, as such amounts shall be established pursuant to purchasethe Acquisition Transaction and including amounts, during if any, for the sixty-first (61st) covenants described in Section 4.8 above, as adjusted through the sixty-fourth (64th) month last day of the Term and during month most recently ended prior to the one hundred and twentieth (120th) month date of such termination in accordance with GAAP to reflect amortization or depreciation of the Term and to close the purchase within 60 days of the electionintangible assets, all of Landlord's rightdeferred charges, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.covenants;
(b) The total base purchase price for Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon third appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an ---------------------- appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the parties who is a member of other Party shall perform the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property appraisal which shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.both Parties;
(c) At Purchase at book value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate principally to the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.performance of Business Manager's obligations under this Business Management Agreement;
(d) The closing Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Business Management Agreement or the properties leased or subleased by Business Manager; provided, however, that the Practice shall only be obligated to assume such contracts and leases if the Practice will be able to enjoy the benefits of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.contracts and leases following such assumption; and
(e) At Purchase from Business Manager at book value all of the Closingequipment leased to the Practice, Landlord shall cause including all replacements and additions thereto made by Business Manager pursuant to the following items performance of its obligations under this Business Management Agreement, and all other tangible assets, including inventory and supplies, set forth on the books of the Business Manager as adjusted through the last day of the month most recently ended prior to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy date of Title Insurance covering the Property issued by the Title Company such termination in accordance with the terms of this Agreement insuring Tenant's title in the amount GAAP to reflect operations of the Base Purchase PriceOffice, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all servicedepreciation, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇amortization, and executed copies other adjustments of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and assets shown on the Title Company books of the Landlord's closing representatives' power and authority to consummate the transactionsBusiness Manager.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Business Management Agreement (Vision Twenty One Inc)
Purchase Option. Upon termination of this Business Management Agreement by the Practice pursuant to Section 6.2(a), the Practice shall be released from the restrictive covenants in Section 4.8 and shall have the option but not the obligation to do all or none of the following:
(a) Landlord hereby grants Pay to Tenant Business Manager the option difference between the consideration received in the Acquisition Transaction minus the book value of the net tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, and all other amounts on the books of the Business Manager relating to elect the Business Management Agreement, as such amounts shall be established pursuant to purchasethe Acquisition Transaction and including amounts, during if any, for the sixty-first (61st) covenants described in Section 4.8 above, as adjusted through the sixty-fourth (64th) month last day of the Term and during month most recently ended prior to the one hundred and twentieth (120th) month date of such termination in accordance with GAAP to reflect amortization or depreciation of the Term and to close the purchase within 60 days of the electionintangible assets, all of Landlord's rightdeferred charges, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.covenants;
(b) The total base purchase price for Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon third appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an ---------------------- appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the parties who is a member of other Party shall perform the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property appraisal which shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.both Parties;
(c) At Purchase at book value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate principally to the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.performance of Business Manager's obligations under this Business Management Agreement;
(d) The closing Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Business Management Agreement or the properties leased or subleased by Business Manager; provided, however, that the Practice shall only be obligated to assume such contracts and leases if the Practice will be able to enjoy the benefits of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.contracts and leases following such assumptions; and
(e) At Purchase from Business Manager at book value all of the Closingequipment leased to the Practice, Landlord shall cause including all replacements and additions thereto made by Business Manager pursuant to the following items performance of its obligations under this Business Management Agreement, and all other tangible assets, including inventory and supplies, set forth on the books of the Business Manager as adjusted through the last day of the month most recently ended prior to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy date of Title Insurance covering the Property issued by the Title Company such termination in accordance with the terms of this Agreement insuring Tenant's title in the amount GAAP to reflect operations of the Base Purchase PriceOffice, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all servicedepreciation, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇amortization, and executed copies other adjustments of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and assets shown on the Title Company books of the Landlord's closing representatives' power and authority Business Manager. The Practice shall provide notice to consummate Business Manager of its intent to exercise the transactions.
(f) Subject option above described at the same time that the Practice provides notice to ▇▇▇▇▇▇▇▇'s full performance Business Manager of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay Practice's election to Landlord the Base Purchase Price in cashterminate this Business Management Agreement for cause.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Business Management Agreement (Vision Twenty One Inc)
Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) Landlord hereby grants to Tenant through (vii) below:
(i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first Purchase Option is exercised, the Grantor (61stas defined below) through shall sell to the sixty-fourth Company and/or its assignee(s), all or any portion (64that the Company's option) month of the Term Shares and/or Options held by the Grantor (such Shares and during Options collectively being referred to as the one hundred and twentieth "Purchasable Shares").
(120thii) month The Company shall give notice in writing to the Grantor of the Term and to close the purchase within 60 days exercise of the election, all Purchase Option within one (1) year after the Date of Landlord's right, title and interest Termination (as defined in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery Employment Agreement) of the Option Exercise Notice (hereinafter defined) Holder's service. Such notice shall state the number of Purchasable Shares to Landlordbe purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, Tenant may elect the Purchase Option shall be deemed to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinhave terminated.
(biii) The total base purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. The purchase price for the Property (the "Base Purchase ------------- Price") Purchasable Shares shall be ninety-five percent (95%) paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute of Real Estate Appraisers purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with at least five years of experience appraising property comparable the cash purchase price being reduced to the extent of, and in paid to the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties holder of, all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingthen pledged or encumbered.
(civ) At To ensure the Closing (hereinafter defined)enforceability of the Company's rights hereunder, Landlord each certificate or instrument representing Shares or Options shall convey bear a conspicuous legend in substantially the Property to Tenant by special warranty deed (the following form: "DeedTHE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(dv) The closing of the transaction pursuant to the Option Exercise Notice Company's rights under this paragraph (the "Closing"n) shall be at terminate upon the main office consummation of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing datean Initial Public Offering.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of [ ], as registered owner of this Unit Purchase Option (athe “Holder” and, together with all other holders of any portion of this Unit Purchase Option as the context herein requires, the “Holders”), to Lucid, Inc., a New York corporation (the “Company”), the Holder is entitled, at any time or from time to time after the closing of the Offering (as defined below) Landlord hereby grants to Tenant the option to elect to purchase, and during the sixty-first period commencing (61stthe “Commencement Date”) through the sixty-fourth on [ ] (64th) month of the Term and during the one hundred and twentieth (120th) month eighty day anniversary of the Term Effective Date (defined below)), and to close expiring at or before 5:00 p.m., New York City local time, on [ ](the purchase within 60 days five year anniversary of the electionEffective Date (defined below)) (the “Expiration Date”), all of Landlord's rightbut not thereafter, title to subscribe for, purchase and interest receive, in whole or in part, up to [ ] ([ ]) units (the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation “Units”) of the PropertyCompany. At Each Unit consists of (i) one share of Common Stock, $0.01 par value (“Common Stock”) and (ii) one warrant (the same time as “Warrant(s)”) to purchase one share of Common Stock. The Warrants expire five years from the Tenant's delivery effective date (the “Effective Date”) of the Option Exercise Notice registration statement (hereinafter definedthe “Registration Statement”) pursuant to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous which Units are offered for sale to the Property upon public (the “Offering”). Each Warrant is on the same terms and conditions set forth herein.
(b) The total base purchase price as the warrants underlying the Units being registered for sale to the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) public by way of the fair market value of Registration Statement, except that the ----- Property as such fair market value is agreed upon by Warrants to be issued hereunder shall also contain a cashless exercise provision and shall not be subject to the partiesredemption provisions. If the parties Expiration Date is a day on which banking institutions are unable authorized by law to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice")close, then the fair market value this Purchase Option shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding expire on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select next succeeding day that is not such a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $[ ] per Unit (the “Exercise Price”). The number of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant Units purchasable hereunder and the Title Company of the Landlord's closing representatives' power and authority Exercise Price are subject to consummate the transactionsadjustment as provided in this Purchase Option.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) Landlord hereby grants to Tenant through (g) below:
(a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first Purchase Option is exercised, the Grantor (61stas defined below) through shall sell to the sixty-fourth Company and/or its assignee(s), all or any portion (64that the Company's option) month of the Term and during Shares held by the one hundred and twentieth Grantor (120th) month of the Term and such Shares collectively being referred to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein"Purchasable Shares").
(b) The total base Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall be deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Property (the "Base Purchase ------------- Price") Purchasable Shares shall be ninety-five percent (95%) paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute of Real Estate Appraisers purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with at least five years of experience appraising property comparable the cash purchase price being reduced to the extent of, and in paid to the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties holder of, all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordthen pledged or encumbered.
(d) The closing To ensure the enforceability of the transaction pursuant to Company's rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the Option Exercise Notice (the following form: "ClosingTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At The Company's rights under this Section 11 shall terminate upon the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlordconsummation of an Initial Public Offering.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants Without limitation of the Lessee's purchase obligation pursuant to Tenant Sections 20.2 or 20.3, unless the Lessee shall have given notice of its intention to exercise the Remarketing Option and the Lessor shall have entered into a binding contract to sell the Property, the Lessee shall have the option (exercisable by giving the Lessor irrevocable written notice (the "Purchase Notice") of the Lessee's election to elect exercise such option) to purchase, during the sixty-first or to designate a third party to purchase, (61sti) through the sixty-fourth (64th) month all of the Term and during Property (the one hundred and twentieth "Purchase Option") or (120thii) month the Data Center (the "Partial Purchase Option"), in each case, together with the Lessor's rights under the Ground Lease with respect to all or such portion of the Term Property, as applicable (except for the Lessor's rights of indemnification), on the date specified in such Purchase Notice, which date shall be a Payment Date. The purchase price in respect of the Property shall be as follows: (i) in respect of the entire Property, the Asset Termination Value and (ii) in respect of the Data Center, as set forth on Schedule 1 hereto, plus, in each case, all other amounts owing in respect of Rent (including Supplemental Rent) theretofore accruing with respect to close all or such portion of the Property, as the case may be (the "Purchase Option Price") (offsetting against such amount the aggregate amount or such proportionate amount of the Cash Collateral, if any). The Lessee shall deliver the Purchase Notice to the Lessor not less than sixty (60) days prior to the purchase within 60 days date. If the Lessee exercises its Purchase Option or Partial Purchase Option, pursuant to this Section 20.1, the Lessor shall (x) transfer to the Lessee all of the election, all of LandlordLessor's right, title and interest in and to all or the applicable portion of the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection together with the operation Lessor's rights under the Ground Lease with respect to all or such portion of the Property. At , as applicable (except for the same time Lessor's rights of indemnification), as the Tenant's delivery of the date specified in the Purchase Notice upon receipt of the Purchase Option Exercise Notice Price and all Rent and other amounts then due and payable under this Lease and any other Operative Document, in accordance with Section 19.l(a), and (hereinafter definedy) enter into such cross parking and access easement agreements as may be reasonably necessary in order to Landlord, Tenant may elect ensure access to purchase any or all vacant or undeveloped land that is contiguous to and adequate parking for the Property upon Data Center and the same terms and conditions set forth hereinremaining Property.
(b) The total base purchase price for by the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) Lessee on any Payment Date of the fair market value of the ----- Property as such fair market value Data Center pursuant to this Section 20.1 is agreed upon subject to receipt by the parties. If the parties are unable Lessor, on or prior to agree upon the fair market value such date, of new Appraisals for all sub-tracts and tracts of the Property within ten that are to remain subject to the Lease after such date, which appraisals (10i) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value each shall be determined by an ---------------------- appraiser selected by dated a recent date prior to such date and (ii) together shall assess the parties who is a member aggregate Fair Market Sales Value of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to all such remaining sub-tracts and in the geographic area of the Property. Such appraiser's determination of the fair market value tracts of the Property shall be binding at not less than the Fair Market Sales Value therefor as of the Maturity Date as set forth in the Appraisal delivered to Lessor on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingClosing Date.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Master Lease (Peoplesoft Inc)
Purchase Option. Lessee shall have the irrevocable option (aexercisable by giving Lessor irrevocable written notice (the "Purchase Notice") Landlord hereby grants of Lessee's election, which election shall be irrevocable, to Tenant exercise such option not less than ten (10) days prior to the date of purchase pursuant to such option) to purchase the Property on the date specified in such Purchase Notice, which date must occur prior to the date which is six months prior to the Maturity Date, at a price equal to the Termination Value (the "Purchase Option Price") (which the parties do not intend to be a "bargain" purchase price). If Lessee exercises its option to elect purchase the Property pursuant to purchasethis Section 20.1 (the "Purchase Option"), during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and Lessor shall quitclaim to close the purchase within 60 days of the election, Lessee or Lessee's designee all of LandlordLessor's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property as of the date specified in the Purchase Notice upon receipt of the same Purchase Option Price and all Rent and other amounts then due and payable under this Lease and any other Operative Agreement, in accordance with Section 19.1. Lessee may designate, in the Purchase Notice, the transferee or transferees 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.
(b) The total base purchase price for be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause Lessee to be released, fully or partially, from any of its obligations under this Lease, including, without limitation, the Property (obligation to pay to Lessor the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of Option Price on the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and date specified in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingNotice.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease (Safeskin Corp)
Purchase Option. (a) Landlord hereby grants To the extent provided in the Company’s bylaws, as amended from time to Tenant time, the option Company shall have the right to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month reacquire all or any part of the Term and during the one hundred and twentieth shares received pursuant to your Award (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereina “Purchase Option”).
(b) The total base purchase price for To the Property (the "Base extent a Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value Option is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and not provided in the geographic area of Company’s bylaws, as amended from time to time, the Property. Such appraiser's determination of Company shall have a Purchase Option as to the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction shares you received pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company your Award that have not as yet vested in accordance with the Vesting Schedule on the Grant Notice (“Unvested Shares”) on the following terms and conditions:
(i) The Company shall, simultaneously with termination of this Agreement insuring Tenant's title your Continuous Service, automatically reacquire for your original Purchase Price as specified in the amount Grant Notice all of the Base Unvested Shares, unless the Company agrees to waive its Purchase PriceOption as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to you or your representative (with a copy to the Escrow Agent) within ninety (90) days after the termination of your Continuous Service, containing no liens against and the Landlord's fee interest in Escrow Agent may then release to you the Propertynumber of Unvested Shares not being reacquired by the Company. If the Company does not waive its Purchase Option as to all of the Unvested Shares, then upon such termination of your Continuous Service, the Escrow Agent shall transfer to the Company the number of shares the Company is reacquiring.
(3ii) A duly executed and acknowledged ▇▇▇▇ The Company shall pay for the reacquired Unvested Shares in cash within ninety (90) days after the termination of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇your Continuous Service.
(4iii) A duly executed and acknowledged assignment The shares issued under your Award shall be held in favor of Tenant of all service, employment and management contracts as are then in force and pertaining escrow pursuant to the Property and designated by ▇▇▇▇▇▇, and executed copies terms of all such contractsthe Joint Escrow Instructions attached to the Grant Notice as Attachment IV.
(5iv) Evidence reasonably satisfactory Subject to Tenant the provisions of your Award, you shall exercise all rights and the Title Company privileges of a shareholder of the Landlord's closing representatives' power Company with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with respect to such shares and authority for purposes of exercising any voting rights relating to consummate such shares, even if some or all of such shares have not yet vested and been released from the transactionsCompany’s Purchase Option.
(fv) Subject If, from time to ▇▇▇▇▇▇▇▇'s full performance time, there is any stock dividend, stock split or other change in the character or amount of any of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company outstanding stock of the Tenant's corporation the stock of which is subject to the provisions of your Award, then in such event any and ▇▇▇▇▇▇'s closing representatives' power and authority all new, substituted or additional securities to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost which you are entitled by reason of your ownership of the Owner's Policy of Title Insurance required hereby, excluding shares acquired under your Award shall be immediately subject to the additional charges for modification or deletion of standard exceptions, Purchase Option with the same force and effect as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or shares subject to this Purchase Option immediately before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;such event.
Appears in 1 contract
Sources: Restricted Stock Purchase Agreement (CastleRock Security Holdings, Inc.)
Purchase Option. Upon termination of this Business Management Agreement by the Practice pursuant to Section 6.2(a), the Practice shall be released from the restrictive covenants in Section 4.8 and shall have the option but not the obligation to do all or none of the following:
(a) Landlord hereby grants Pay to Tenant Business Manager the option difference between the consideration received in the Acquisition Transaction minus the book value of the net tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, and all other amounts on the books of the Business Manager relating to elect the Business Management Agreement, as such amounts shall be established pursuant to purchasethe Acquisition Transaction and including amounts, during if any, for the sixty-first (61st) covenants described in Section 4.8 above, as adjusted through the sixty-fourth (64th) month last day of the Term and during month most recently ended prior to the one hundred and twentieth (120th) month date of such termination in accordance with GAAP to reflect amortization or depreciation of the Term and to close the purchase within 60 days of the electionintangible assets, all of Landlord's rightdeferred charges, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.covenants;
(b) The total base purchase price for Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon third appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an ---------------------- appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the parties who is a member of other Party shall perform the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property appraisal which shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.both Parties;
(c) At Purchase at book value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate principally to the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.performance of Business Manager's obligations under this Business Management Agreement;
(d) The closing Assume all contracts and leases and the Practice's pro rata share of all debts and payables that are obligations of Business Manager and that relate principally to the performance of Business Manager's obligations under this Business Management Agreement or the properties leased or subleased by Business Manager; provided, however, that the Practice shall only be obligated to assume such contracts and leases if the Practice will be able to enjoy the benefits of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.contracts and leases following such assumption; and
(e) At Purchase from Business Manager at book value all of the Closingequipment leased to the Practice, Landlord shall cause including all replacements and additions thereto made by Business Manager pursuant to the following items performance of its obligations under this Business Management Agreement, and all other tangible assets, including inventory and supplies, set forth on the books of the Business Manager as adjusted through the last day of the month most recently ended prior to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy date of Title Insurance covering the Property issued by the Title Company such termination in accordance with the terms of this Agreement insuring Tenant's title in the amount GAAP to reflect operations of the Base Purchase PriceOffice, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all servicedepreciation, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇amortization, and executed copies other adjustments of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and assets shown on the Title Company books of the Landlord's closing representatives' power and authority Business Manager. The Practice shall provide notice to consummate Business Manager of its intent to exercise the transactions.
(f) Subject option above described at the same time that the Practice provides notice to ▇▇▇▇▇▇▇▇'s full performance Business Manager of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay Practice's election to Landlord the Base Purchase Price in cashterminate this Business Management Agreement for cause.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Business Management Agreement (Vision Twenty One Inc)
Purchase Option. i. Landlord agrees that if at any time during the Term of the Lease, Landlord shall desire to sell the Building, and provided (i) Tenant is then a Full Building Tenant; and (ii) no Monetary Default shall have occurred and remain uncured, then Landlord shall notify Tenant of Landlord’s desire to sell the Building (the “First Offer Notice"). The First Offer Notice shall contain, at a minimum, the following information: (a) the purchase price upon which Landlord hereby grants would be willing to Tenant sell the option to elect to purchaseBuilding, during as determined by Landlord in its sole and absolute discretion; (b) the sixty-first method by which such purchase price shall be paid; (61stc) through the sixty-fourth amount and terms of any proposed financing; (64thd) month the amount of any ▇▇▇▇▇▇▇ money deposit; (e) the time and location of the Term and during closing of such sale; (f) any other material terms with respect to the one hundred and twentieth (120th) month proposed sale of the Term and Building, as determined by Landlord in its sole discretion. Tenant shall have ten (10) business days after receipt of the First Offer Notice in which to close accept, by written notice to Landlord (the "Election Notice"), the purchase price and other terms proposed by Landlord in the First Offer Notice. If Tenant accepts such purchase price and terms and delivers such Election Notice to Landlord within 60 the foregoing ten (10) business day period, then Landlord and Tenant shall have fifteen (15) business days thereafter to act diligently and in good faith to agree upon and execute and deliver a contract of sale for the sale of the electionBuilding (the "Contract of Sale"). If Tenant fails to accept the purchase price and terms within such ten (10) business day period, all of Landlord's right, title or Landlord and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located Tenant are unable to agree upon and used in connection with the operation execute a Contract of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice Sale within such fifteen (hereinafter defined15) to Landlordbusiness day period, Tenant may elect shall be deemed to purchase have rejected such offer and Landlord shall be free to sell the Building to any or all vacant or undeveloped land that is contiguous to the Property party upon the same any terms and conditions set forth herein.
Landlord deems acceptable in its sole and absolute discretion and Tenant shall have no further rights hereunder; provided, however, that Landlord shall not be entitled to sell the Building to any other person or entity (bother than as provided for below) The total base for a gross purchase price for the Property (the "Base Purchase ------------- New Price") shall be that is less than ninety-five percent (95%) of the fair market value purchase price for the Building set forth in the First Offer Notice without first offering to sell the Building to Tenant at the New Price and otherwise in accordance with the terms of this Section 38(a).
ii. Notwithstanding anything to the contrary contained in this Section 38, Landlord shall have no obligation to deliver a First Offer Notice to Tenant in connection with any sale of the ----- Property Building on or after the fifth (5th) anniversary of the Commencement Date which sale is made in connection with the sale of other building(s) or property(s) owned by Landlord and/or any Related Party (a "Portfolio Sale"). In the event that Landlord desires to sell the Building in connection with a Portfolio Sale prior to the fifth (5th) anniversary of the Commencement Date, and provided (i) no Monetary Default shall have occurred and remain uncured, and (ii) Tenant is then a Full Building Tenant, then Landlord shall deliver to Tenant a First Offer Notice for the sale of only the Building and Tenant shall have the right to purchase the Building only (i.e., not any other property subject to the Portfolio Sale) subject to the same terms and conditions as set forth in Section 38(a)(i) above; provided, however, the proviso found at the end of the last sentence of the first paragraph of Section 38(a)(i) (regarding a sale of the Building for less than 95% of the purchase price set forth in the First Offer Notice) shall not apply to any sale of the Building in connection with a Portfolio Sale, provided that Landlord does in fact thereafter consummate a Portfolio Sale it being understood that if a Portfolio Sale does not occur, the proviso shall apply and Landlord may not sell the Building for less than 95% of the purchase price set forth in the First Offer Notice. Tenant acknowledges that Landlord may deliver any First Offer Notice required pursuant to this Section 38(a) prior to the determination of the buildings and/or properties to be included in the Portfolio Sale and/or any marketing of the Portfolio Sale. The purchase price in a First Offer Notice pursuant to this Section 38(a)(ii) shall be equal to Landlord’s good faith estimate of a purchase price that when aggregated with the estimated purchase price of the Portfolio Sale without the Building included therein shall be equal to the estimated purchase price of a Portfolio Sale that would include the Building therein.
(i) At any time prior to the fifth (5th) anniversary of the Commencement Date, in the event that Tenant has not otherwise received a First Offer Notice pursuant to Section 38(a) above, and provided (i) Tenant is then a Full Building Tenant; and (ii) no Monetary Default shall have occurred and remain uncured, Tenant may request that Landlord provide a First Offer Notice to Tenant and Tenant shall have the right to purchase the Building subject to the same terms and conditions set forth in Section 38(a) above; provided, however: (a) the purchase price for the Building shall be the greater of (1) 100% of Fair Market Value (hereinafter defined) and (2) Thirty-Two Million Five Hundred Thousand and 00/100 Dollars ($32,500,000) (the "Minimum Purchase Price"); and (b) in the event that any mortgage loan or other financing encumbers all or any portion of the Building, Tenant shall be solely responsible for and shall pay for any and all costs and expenses (including legal fees) in connection with the prepayment or defeasance of any such fair market value is agreed upon loan or other financing (including without limitation, any prepayment or yield maintenance fee payable by Landlord to any Mortgagee) and Tenant's payment of such costs and expenses shall not be considered in determining the partiesFair Market Value or reduce the Minimum Purchase Price. If Within ten (10) business days following receipt of any First Offer Notice pursuant to this Section 38(b), Tenant shall deliver to Landlord either (1) an Election Notice accepting all the parties are unable of the terms set forth in the First Offer Notice, or (2) if Landlord has proposed a purchase price which exceeds the Minimum Purchase Price and Tenant believes such purchase price does not accurately reflect the Fair Market Value, an Election Notice accepting all the terms of the First Offer Notice other than purchase price and irrevocably electing to have the Fair Market Value determined pursuant to the 3-broker method outlined below (a "Counter Notice"). Landlord and Tenant shall have fifteen (15) business days after Tenant's delivery of an Election Notice or, if Tenant delivers a Counter Notice, after the determination of Fair Market Value pursuant to the 3-broker method, to act diligently and in good faith to agree upon and execute and deliver a Contract of Sale.
(ii) In the fair market value event that Tenant timely delivers a Counter Notice, then the Fair Market Value shall be determined by a board of three (3) Qualified Sales Brokers (hereinafter defined). One of the Property Qualified Sales Brokers shall be appointed by Landlord (the "Landlord Sales Broker"), one of the Qualified Sales Brokers shall be appointed by Tenant (the "Tenant Sales Broker"), and Landlord Sales Broker and Tenant Sales Broker shall select the third Qualified Sales Broker (the "Third Sales Broker"). Landlord and Tenant shall make their appointments within ten (10) business days after Tenant's delivery of the Counter Notice. The two (2) brokers selected by Landlord and Tenant shall select a third broker within ten (10) business days after they both have been appointed, and each broker, within ten (10) days after delivery the third broker is selected, shall submit his or her determination of Tenant's election the Fair Market Value. If either Landlord or Tenant fail to purchase appoint their respective Qualified Sales Broker within the Property (the "Option Exercise Notice")foregoing 10-business day period, then the fair market value Fair Market Value shall be determined by an ---------------------- appraiser selected the Qualified Sales Broker duly appointed within the foregoing 10-business day period. If the Landlord Sales Broker and the Tenant Sales Broker do not agree on the Third Sales Broker within ten (10) days after the Landlord Sales Broker and the Tenant Sales Broker have been appointed, then either Landlord or Tenant, on behalf of both parties, may request appointment of such Third Sales Broker by the parties who is a member then president of the American Institute Greater Washington Commercial Association of Real Estate Appraisers with at least five years of experience appraising property comparable REALTORS®, or the successor organization thereto, who shall be instructed to and in promptly appoint a Qualified Sales Broker to serve as the geographic area of Third Sales Broker. The Fair Market Value shall be the Property. Such appraiser's determination of the fair market value Landlord Sales Broker, the Tenant Sales Broker or the Third Sales Broker that is not the highest of the Property shall be binding on three determinations nor the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value lowest of the Property. The Purchase Price shall be paid in cash at three determinations (or if the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing determinations of two of the transaction three Qualified Brokers is the same, the determination of such two Qualified Brokers); provided, however, notwithstanding any Fair Market Value determination made pursuant to the Option Exercise Notice foregoing 3-broker method, the purchase price for the Building shall in no event be less than the Minimum Purchase Price. Landlord and Tenant shall each pay the fee of the Qualified Sales Broker selected by it, and they shall equally share the payment of the fee of the Third Sales Broker. For purposes hereof, a “Qualified Sales Broker” shall mean a licensed real estate broker specializing in investment sales and who has not less than fifteen (15) years' experience in the sale of Comparable Buildings. For purposes hereof, the "Closing") Fair Market Value" shall be at the main office based on then current sales of Old Republic TitleComparable Buildings, 1501 Summitand considering, ------- Fort Worthamong other things, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount First Offer Notice, the current method of valuation of the Base Purchase Price, containing no liens against term and rental income of the Landlord's fee interest in Lease and the Property.
(3) A duly executed and acknowledged ▇▇▇▇ credit rating of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇Tenant, and executed copies assuming an arms-length transaction, where seller is under no compulsion to sell, and each of all such contractsseller and purchaser are informed and well-advised and each acting in what it considers it own best interests.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Deed of Lease (Vse Corp)
Purchase Option. (a) Landlord hereby grants to Tenant shall have the option ("Purchase Option") to elect to purchase, purchase all or part of the Premises at any time during the sixty-first (61st) through the sixty-fourth (64th) month Term; provided that Tenant shall be entitled to purchase less than all of the Term Premises only if the portion being purchased is released from any existing Fee Mortgage and during if the one hundred and twentieth (120th) month portion of the Term and to close Premises not purchased shall constitute one or more legal lots after closing of the purchase within 60 days and shall be reasonably viable as a separate property. The purchase price ("Purchase Price") for the portion of the election, all Premises which Tenant elects to purchase shall be (i) the then-existing Funded Amount applicable to the portion of Landlord's right, title and interest the Premises which Tenant elects to purchase (determined in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed a pro rata basis on the landbasis of the area being purchased), as the same may be reduced from time to time, plus (ii) the amount of any prepayment premium and all other fees, costs, and expenses due to any holder of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used an Authorized Loan in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice such loan (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable extent not already paid pursuant to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"Section 21.21 hereof), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
less (ciii) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Security Deposit (or, in the event of a purchase of a portion of the Premises, a pro rata portion of the Security Deposit). Tenant shall be entitled to a credit against the Purchase Price equal to the principal balance(s) of any Authorized Loan and/or Fee Mortgage existing immediately prior to the closing under this Purchase Option if such Authorized Loan and/or Fee Mortgage are not fully repaid and all documents reflecting the same are not cancelled and removed from the public records on or prior to the closing under this Purchase Option. If Tenant purchases less than all of the then- existing Premises, then the credit pursuant to the preceding sentence shall be calculated on a pro rata basis, based upon the ratio of the area of the Premises being purchased compared to the area of the then-existing Premises. In lieu of payment of the Purchase Price, containing no liens against Tenant shall have the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
right (1) Pay to Landlord assume the Base Purchase Price in cash.
UBS Loan or any other Authorized Loan or (2) Furnish evidence reasonably satisfactory to cause Landlord to assign the Authorized Loan to a third party acceptable to the holder of such Authorized Loan (which third party shall expressly assume such obligations in writing), provided that Landlord is released from all obligations under the Authorized Loan. Landlord shall execute any and all documents necessary to effect such assumption and assignment upon Tenant's request, provided that Tenant shall reimburse Landlord for all reasonable costs and expenses related thereto. Notwithstanding anything to the contrary herein, the Purchase Price shall not include any interest, fees, late charges or any other costs or expenses incurred or charged to Landlord and the Title Company or Tenant by reason of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactionsa default by Landlord under Section 20.6 hereof.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Ground Lease (Cisco Systems Inc)
Purchase Option. (a) Landlord hereby grants To the extent provided in the Company's bylaws, as amended from time to Tenant time, the option Company shall have the right to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month reacquire all or any part of the Term and during the one hundred and twentieth shares received pursuant to your Award (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereina "Purchase Option").
(b) The total base purchase price for To the Property (the "Base extent a Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value Option is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and not provided in the geographic area of Company's bylaws, as amended from time to time, the Property. Such appraiser's determination of Company shall have a Purchase Option as to the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction shares you received pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company your Award that have not as yet vested in accordance with the Vesting Schedule on the Grant Notice ("Unvested Shares") on the following terms and conditions:
(i) The Company shall, simultaneously with termination of this Agreement insuring Tenant's title your Continuous Service, automatically reacquire for your original Purchase Price as specified in the amount Grant Notice all of the Base Unvested Shares, unless the Company agrees to waive its Purchase PriceOption as to some or all of the Unvested Shares. Any such waiver shall be exercised by the Company by written notice to you or your representative (with a copy to the Escrow Agent) within ninety (90) days after the termination of your Continuous Service, containing no liens against and the Landlord's fee interest in Escrow Agent may then release to you the Propertynumber of Unvested Shares not being reacquired by the Company. If the Company does not waive its Purchase Option as to all of the Unvested Shares, then upon such termination of your Continuous Service, the Escrow Agent shall transfer to the Company the number of shares the Company is reacquiring.
(3ii) A duly executed and acknowledged ▇▇▇▇ The Company shall pay for the reacquired Unvested Shares in cash within ninety (90) days after the termination of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇your Continuous Service.
(4iii) A duly executed and acknowledged assignment The shares issued under your Award shall be held in favor of Tenant of all service, employment and management contracts as are then in force and pertaining escrow pursuant to the Property and designated by ▇▇▇▇▇▇, and executed copies terms of all such contractsthe Joint Escrow Instructions attached to the Grant Notice as Attachment IV.
(5iv) Evidence reasonably satisfactory Subject to Tenant the provisions of your Award, you shall exercise all rights and the Title Company privileges of a shareholder of the LandlordCompany with respect to the shares deposited in escrow. You shall be deemed to be the holder of the shares for purposes of receiving any dividends that may be paid with respect to such shares and for purposes of exercising any voting rights relating to such shares, even if some or all of such shares have not yet vested and been released from the Company's closing representatives' power and authority to consummate the transactionsPurchase Option.
(fv) Subject If, from time to ▇▇▇▇▇▇▇▇'s full performance time, there is any stock dividend, stock split or other change in the character or amount of any of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company outstanding stock of the Tenant's corporation the stock of which is subject to the provisions of your Award, then in such event any and ▇▇▇▇▇▇'s closing representatives' power and authority all new, substituted or additional securities to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost which you are entitled by reason of your ownership of the Owner's Policy of Title Insurance required hereby, excluding shares acquired under your Award shall be immediately subject to the additional charges for modification or deletion of standard exceptions, Purchase Option with the same force and effect as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or shares subject to this Purchase Option immediately before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;such event.
Appears in 1 contract
Sources: Restricted Stock Bonus Award Agreement (American Reprographics CO)
Purchase Option. (a) Landlord hereby grants to Tenant At the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month expiration of the Initial Term or any Term, if Lessee has performed all terms and during the one hundred and twentieth (120th) month conditions of the Term Lease, except the return of the System pursuant to Section 9 herein, Lessee shall have the right to purchase all, but not less than all, of the Equipment and all leased Modifications and to close receive an assignment of all, but not less than all, non-exclusive sublicenses to use the Software and Additions, if any, for the purchase within 60 days price described below subject to the following terms and conditions: If Lessee has elected Purchase Option B or C above, Lessee shall provide written notice to Lessor at least six (6) months prior to such purchase that Lessee has elected to exercise its Purchase Option. In any event, upon exercise of its purchase option, Lessee shall purchase the electionEquipment and all leased Modifications and obtain a non-exclusive sublicense to use the associated Software and Additions AS-IS, all WHERE-IS, WITH ALL FAULTS AND SUBJECT TO THE SAME DISCLAIMERS OF WARRANTIES AND DAMAGES AS SET FORTH IN SECTION 9 OF THE AGREEMENT. Lessee also shall be responsible for the payment of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and any sales tax or other personal property located upon and used fees in connection with Lessee's exercise of this Purchase Option. The purchase price shall be due and payable to Lessor by Lessee at the operation expiration of the Propertyapplicable Term. At the same time as the Tenant's delivery Upon satisfaction by Lessee of the purchase conditions, Lessor's sole and exclusive obligations under this Purchase Option Exercise Notice (hereinafter defined) shall be to Landlorddeliver to Lessee good title to such Equipment and leased Modifications such as Lessor received from the Supplier, Tenant may elect to purchase any assign to Lessee a non-exclusive sublicense, as described in the Supplier Agreement, to use the associated Software and Additions, free and clear of all liens, encumbrances and rights of others arising solely out of or created by Lessor's actions. Lessor's assignment of the sublicense is limited to such sublicense as Lessor can assign without incurring further cost and is subject to all vacant or undeveloped land that is contiguous to the Property upon the same applicable terms and conditions of the license and/or sublicense set forth herein.
(b) in the Supplier Agreement. The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenantfollows:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Master Lease Agreement (Sento Corp)
Purchase Option. Provided Lessee is not then in default under the terms and conditions of the Lease, and provided no condition has arisen that, with the passage of time or the giving of notice, or both, would create an event of default under the Lease, Lessor hereby grants to Lessee the option to purchase the Building and Real Property provided Lessee provides written notice to Lessor of its desire to exercise such option to purchase the Building and Real Property not later than November 1, 2014. The purchase price shall be the sum of: (a) Landlord hereby grants to Tenant Six Million and no/100 Dollars ($6,000,000.00) plus (b) the Unamortized Leasehold Improvement Allowance (as such term is hereafter defined) if the option to elect to purchasepurchase is exercised on or before November 1, during 2013 and the sixty-first transaction is closed on or before December 31, 2013. The purchase price shall be the sum of: (61sta) through Six Million Fifty Thousand and no/100 Dollars ($6,050,000.00) plus (b) the sixty-fourth (64th) month of Unamortized Leasehold Improvement Allowance if the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect option to purchase any is exercised after December 31, 2013 but on or all vacant before November 1, 2014 and the transaction is closed on or undeveloped land that is contiguous to the Property upon the same before December 31, 2014. The other terms and conditions related to such option to purchase shall be substantially as those set forth herein.
(b) The total base within that certain instrument entitled Purchase Agreement dated as of March 16, 2012, by and between Lessor and a wholly-owned subsidiary of the guarantor of this Lease; provided, however, the Parties agree that if matters relating to or arising as a result of the passage of time necessitate a modification to such terms as set for within the Option to Purchase that the Parties will not unreasonably withhold, condition or delay their consent to a request to modify the same provided such modification does not seek to modify the purchase price for or to otherwise materially adversely impact a Party. For the Property purpose of this Section the phrase Unamortized Leasehold Improvement Allowance shall mean the sum of Six Hundred Thousand and no/100 Dollars (the "Base Purchase ------------- Price"600,000.00) shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon reduced by the parties. If the parties are unable to agree upon the fair market value of the Property within ten product obtained by multiplying Three Thousand Five hundred and no/100 Dollars (10$3,500) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member number of full calendar months that have expired since the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in Second Amendment Commencement Date (provided Lessee has paid all monies due under the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingLease during such time period).
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Pcm, Inc.)
Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) Landlord hereby grants to Tenant through (g) below:
(a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first Purchase Option is exercised, the Grantor (61stas defined below) through shall sell to the sixty-fourth Company and/or its assignee(s), all or any portion (64that the Company's option) month of the Term and during Shares held by the one hundred and twentieth Grantor (120th) month of the Term and such Shares collectively being referred to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein"Purchasable Shares").
(b) The total base Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall be deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Property (the "Base Purchase ------------- Price") Purchasable Shares shall be ninety-five percent (95%) paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute of Real Estate Appraisers purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with at least five years of experience appraising property comparable the cash purchase price being reduced to the extent of, and in paid to the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties holder of, all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordthen pledged or encumbered.
(d) The closing To ensure the enforceability of the transaction pursuant to Company's rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the Option Exercise Notice (the following form: "ClosingTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At The Company's rights under this Section 7 shall terminate upon the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlordconsummation of an Initial Public Offering.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord 24.1 Lessor hereby grants to Tenant Lessee the option to elect to purchase, purchase the Premises at any time during the sixtyLease Term in accordance with the terms and conditions of this section (the “Purchase Option”).
24.2 Lessee may not exercise the Purchase Option if it is in material monetary default in the performance or observance of its obligations under this Lease beyond any applicable cure period; provided, however, that if Developer is in default of any non-first monetary obligation under this Lease, it may nevertheless exercise the Purchase Option if (61sti) the closing of such Purchase Option will either cure or mitigate the effect of such default on Lessor or such default is of a nature that it cannot be cured, and (ii) ▇▇▇▇▇▇ agrees in writing in favor of ▇▇▇▇▇▇ that any claims Lessor may have against Lessee with respect to such default shall survive the closing of the Purchase Option.
24.3 Should Lessee exercise the Purchase Option prior to the point where Lessor has recouped its Tenant Improvement Allowance reimbursement (if any such reimbursement was paid by Lessor to Lessee) through rent paid to Lessor by ▇▇▇▇▇▇, then Lessee shall pay to Lessor the sixty-fourth (64th) month amount of the Term and during Tenant Improvement Allowance previously paid by Lessor to Lessee, less the one hundred and twentieth total of all annual Rent previously paid to Lessor, as a condition to the close of escrow. This provision is intended, in part, to allow Lessor to recoup its Tenant Improvement Allowance contribution through the receipt of annual Rent.
24.4 To exercise the Purchase Option, Lessee shall provide Lessor with ▇▇▇▇▇▇'s “Notice of Intent to Exercise Option” (120ththe “Option Notice”) month in the form attached hereto as Exhibit “F”. The Option Notice shall include the date by which Lessee desires to close on the purchase. Such Notice shall be given not less than two (2) months nor more than six (6) months prior to the proposed closing date. Upon issuance of the Term Option Notice by ▇▇▇▇▇▇, the Parties will enter into a commercially reasonable Purchase and Sale Agreement that will provide that Lessee shall have sixty (60) days of due diligence from the date of execution of the Purchase and Sale Agreement, and an additional thirty (30) days to close the purchase within 60 days of sale. All brokerage fees, if any, for ▇▇▇▇▇▇’s broker will be borne by the election, all of Landlord's right, title and interest in Lessee.
24.5 If Lessee exercises the Property, including without limitation, Purchase Option for the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous Premises prior to the Property upon fifth (5th) anniversary from the same terms and conditions set forth herein.
(b) The total base Commencement Date, Lessee may purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market Premises at Lessor’s appraisal value of the ----- Property as such fair market value is agreed upon by Premises at the parties. If the parties are unable to agree upon the fair market value time of the Property within ten (10) days after delivery Effective Date of Tenant's election to purchase the Property Development Agreement between Lessor and Lessee (the "Option Exercise Notice"“Development Agreement”), then the fair market value which shall be determined $1,400,000 (reflecting a deed restriction prohibiting any future use of the building for a restaurant, bar or sports bar establishment), pursuant to the December 14, 2016 appraisal completed by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ & Associates. Upon conveyance of the Premises, ▇▇▇▇▇▇ agrees to incorporate deed restrictions prohibiting any future use for a restaurant, bar, or sports bar establishment.
24.6 If Lessee exercises the Purchase Option for the Premises after the fifth (5th) anniversary from the Commencement Date, the Option Notice shall be accompanied by a then- current real estate appraisal valuing the Premises “as-is,” at its highest and best use. The appraisal shall be completed at ▇▇▇▇▇▇’s sole cost supporting the proposed purchase price and prepared by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least (or if it shall not then be in existence, a member of the most nearly comparable organization) who is licensed by the State of Arizona and has a minimum of five years of (5) years’ experience appraising property comparable to and in the geographic area Phoenix Metropolitan Area, and who is not affiliated with either Party. Upon conveyance of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabovePremises, ▇▇▇▇▇▇ executed and acknowledged by Landlordagrees to incorporate deed restrictions prohibiting any future use for a restaurant, bar, or sports bar establishment.
24.7 Lessor shall promptly review the real estate appraisal (2if any) A fully paid Owner's Policy of Title Insurance covering and detailed plan and advise Lessee within thirty (30) days whether the Property issued by the Title Company in accordance proposed purchase is acceptable, with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Pricesuch approval not to be unreasonably withheld, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged conditioned or delayed. If Lessor accepts ▇▇▇▇ ▇▇▇’s real estate appraisal (or if Lessor fails to notify Lessee of sale conveying title to all personalty and all intangible property its objection within such 30-day period), the appraised value shall be the purchase price. If Lessor objects to ▇▇▇▇▇▇.
’s appraisal in writing (4the “PP Objection Notice”) A duly executed within such thirty (30) day period, the Parties shall meet and acknowledged assignment confer within ten (10) calendar days following the PP Objection Notice in favor an effort to agree on the purchase price for the Premises. If the Parties are unable to agree on the purchase price for the Premises, within thirty (30) days following issuance of Tenant a PP Objection Notice, then the purchase price for the Premises shall be determined by a single appraiser who is a member of all servicethe American Institute of Real Estate Appraisers (or if it shall not then be in existence, employment a member of the most nearly comparable organization) who is licensed by the State of Arizona and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies has a minimum of all such contracts.
five (5) Evidence reasonably satisfactory to Tenant years’ experience in the Phoenix Metropolitan Area, and the Title Company who is not affiliated with either Party. The appraiser’s determination of the Landlord's closing representatives' power and authority to consummate purchase price for the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of Premises shall be binding on both Parties as the conditions precedent listed in and required by paragraph (e) above, at purchase price for the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord Premises. Each Party shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) pay one-half (1/2) of any the appraiser’s fee.
24.8 Once the purchase price for the Premises (“Premises Price”) has been determined in accordance with this section, Lessor shall open escrow fee charged by and provide Lessee with a current title report for the Title CompanyPremises within ten (10) days of the opening of Escrow. On or before ClosingWithin thirty (30) days of receiving Lessor’s title report, Tenant Lessee shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) give notice in writing to Lessor of any escrow fee charged by defects in or objections to the Title Company;title as so evidenced, and Lessor shall clear the title defects and objections so specified.
Appears in 1 contract
Sources: Development Agreement
Purchase Option. Upon (a) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month occurrence and continuance of the Term and during the one hundred and twentieth (120th) month any Revolving Loan Event of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any Default or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base an Insolvency Event, the Merger Loan Secured Parties shall have the option by delivery of notice to the Revolving Loan Lender (a “Purchase Notice”), to purchase price for at par in a cash amount sufficient to result in the Property payment in full of all (the "Base Purchase ------------- Price") shall be ninety-five percent (95%but not less than all) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the PropertyRevolving Loan Debt. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined)Notice, Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company")if given, shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateirrevocable.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed Not later than twenty (20) Business Days after the Purchase Notice is received by the Revolving Loan Lender, the Merger Loan Secured Parties shall purchase all (but not less than all) of the Revolving Loan Debt from the Revolving Loan Lender (the date of such purchase, the “Purchase Date”). From the date that the Revolving Loan Lender receives the Purchase Notice until the earlier of (a) the Purchase Date and (b) twenty (20) Business Days after the Purchase Notice is received by the Revolving Loan Lender, the Revolving Loan Lender shall not take any Lien Enforcement Action. On such Purchase Date, the Merger Loan Agent shall pay to the Revolving Loan Lenders in immediately available funds the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlordfull amount of all Revolving Loan Debt then outstanding.
(2) A fully paid Owner's Policy Any purchase pursuant to the purchase option set forth in this Section 9.4 shall be expressly made without representation or warranty of Title Insurance covering the Property issued any kind by the Title Company in accordance with Revolving Loan Lender, except that the terms of this Agreement insuring Tenant's title in Revolving Loan Lender shall represent and warrant only (i) as to the principal amount of the Base Purchase PriceRevolving Loan Debt being sold by it, containing (ii) that Revolving Loan Lender has not created any lien on any Revolving Loan Debt being sold by it, and (iii) that Revolving Loan Lender has the right to assign the Revolving Loan Debt being assigned by it. Revolving Loan Borrower acknowledges and confirms that upon completion of a sale of the Revolving Loan Debt to the Merger Loan Secured Parties, the Revolving Loan Lender shall have no liens against further obligation to extend loans or financial accommodations to the Landlord's fee interest in the PropertyRevolving Loan Borrower.
(3) A duly executed Upon the consummation of the purchase of Revolving Loan Debt pursuant to this Section 9.4, the Revolving Loan Borrower shall treat the Merger Loan Secured Parties as holders of the Revolving Loan Debt and acknowledged ▇▇▇▇ of sale conveying title the Merger Loan Agent shall be deemed appointed to act in such capacity as the “agent” or “administrative agent” (or analogous capacity) under the Revolving Loan Documents, for all personalty purposes hereunder and all intangible property to ▇▇▇▇▇▇under each Revolving Loan Document.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to Notwithstanding the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company foregoing purchase of the Landlord's closing representatives' power Revolving Loan Debt by the Merger Loan Secured Parties, the Revolving Loan Lender shall retain all indemnification obligations and authority to consummate other obligations under the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance Revolving Loan Documents which by their express terms would survive any repayment of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cashRevolving Loan Debt.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Intercreditor Agreement (Interpace Diagnostics Group, Inc.)
Purchase Option. 2.5.1 Lender shall have the right to purchase shares of Borrower's Preferred Stock with an aggregate value of up to thirty percent (30%) of the Maximum Loan Amount (subject to increase as provided in Section 2.5.2) at any time, at Lender's sole and absolute discretion (the "Purchase Option"). The Purchase Option shall be exercisable by Lender at any time prior to either (i) the Borrower's Initial Public offering, (ii) a Merger Event or (iii) August 9, 2004 at a purchase price equal to $4.29 per share (the "Purchase Price"). If Borrower's accountants advise the Borrower that conversion of a portion of the Notes would prevent the Merger from being treated as a pooling of interests, the Note(s) shall not be convertible pursuant to this Section, and instead Borrower shall prepay the Note(s) by prepaying the principal amount together with all accrued and unpaid interest and a prepayment premium of 1.5% of the then outstanding principal amount. The number and purchase price of such shares are subject to adjustment as provided in this Section 2.5.
2.5.2 If the Borrower has not repaid the outstanding principal amount under a Note in its entirety by the Maturity Date (as defined in the applicable Note(s)), then for each additional month, or portion thereof, thereafter that the outstanding principal is not paid, Lender shall have the right to purchase from the Borrower, at the Purchase Price (adjusted, as set forth and defined in Section 2.5.3 herein), an additional amount of Preferred Stock with a value equal to the product of (x) the outstanding principal amount which is due but unpaid and (y) one percent (1%).
2.5.3 The Purchase Price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:
(a) Landlord hereby grants to Tenant If the option to elect to purchaseBorrower at any time shall, during the sixty-first (61st) through the sixty-fourth (64th) month by combination, reclassification, exchange or subdivision of the Term securities as to which purchase rights under this Purchase Option exist into the same or a different number as securities of any other class or classes, this Purchase Option shall thereafter represent the right to acquire such number and during kind of securities as would have been issuable as the one hundred and twentieth (120th) month result of such change with respect to the Term and securities which were subject to close the purchase within 60 days of the electionrights under this Purchase Option immediately prior to such classification, all of Landlord's rightexchange, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and subdivision or other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinchange.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon Borrower at any time shall combine or subdivide its Preferred Stock, the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid proportionately decreased in cash at the Closingcase of a subdivision, or proportionately increased in the case of a combination.
(c) At If the Closing Borrower at any time shall pay a dividend payable in, or Distribution of, the Borrower's stock for consideration on a per share value less than the Purchase Price (hereinafter definedother than any distribution specifically provided for in the foregoing subsections (a) and (b), Landlord then upon conversion of the Preferred Stock purchasable hereunder into the Borrower's Common Stock, Lender shall convey be eligible for the Property to Tenant by special warranty deed conversion price adjustment as provided in the Borrower's Charter (as defined below). The provision shall apply regardless of whether Lender is a shareholder at the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordtime of any dilutive issuance.
(d) The closing of the transaction pursuant Additional antidilution rights applicable to the Option Exercise Notice Preferred Stock purchasable hereunder are as set forth in the Borrower's Certificate of Incorporation, as amended through the Effective Date, a true and complete copy of which is attached hereto as EXHIBIT D (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title CompanyCharter"). The Borrower shall promptly provide the Lender with any restatement, amendment, modification or waiver of the Charter. The Borrower shall provide Lender with prior written notice of any issuance of its stock or other equity security to occur after the Effective Date of this Purchase Option, which notice shall include (i) the price at which such stock or security is to be held at 10:00 o'clock a.m.sold, ------------- Arlington time(ii) the number of shares to be issued, on the closing dateand (iii) such other information as necessary for Lender to determine if a dilutive event has occurred.
(e) At If: (i) the ClosingBorrower shall declare any dividend or distribution upon its stock, Landlord whether in cash, property, stock or other securities; (ii) the Borrower shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining offer for subscription pro rata to the Property and designated by ▇▇▇▇▇▇, and executed copies holders of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company any class of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance its preferred or other convertible stock any additional shares of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company stock of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On any class or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove providedother rights; (biii) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of there shall be any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title CompanyMerger Event;
Appears in 1 contract
Sources: Subordinated Loan and Security Agreement (Acusphere Inc)
Purchase Option. (a) Landlord Seller hereby grants to Tenant Buyer an option (the option “Option”) to elect purchase that certain real property described in Exhibit G attached hereto (the “Option Property”). If Buyer elects to purchaseexercise the Option, during Buyer will provide written notice thereof to Seller (the sixty-first (61st“Option Notice”) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of Buyer shall acquire the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
except (3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1a) the cost of purchase price for the Owner's Policy of Title Insurance required herebyOption Property shall be $850,000.00 (the “Option Price”), excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; Buyer shall conduct, at its sole expense, any title, feasibility and environmental studies and/or other review of the Option Property prior to Buyer’s exercise of the Option, (c) one-half the closing of the Option Property shall occur within fifteen (1/215) days after the date of the Option Notice, and (d) Buyer shall accept the Option Property AS IS, WHERE IS, AND WITH ALL FAULTS and subject to the Permitted Exceptions (to the extent applicable) and all other matters of record and any matters that would be disclosed on a survey of the Option Property as of the date of the Option Notice, and in the condition existing as of the closing thereof (thereby waiving any obligation of Seller to cure any title defect or property condition). If Buyer properly and timely exercises the Option, Seller shall convey the Option Property to Buyer by special warranty deed. Buyer shall pay for any title insurance policy covering the Option Property and all closing, recording and escrow fee fees charged by the Title CompanyCompany in connection with the conveyance of the Option Property to Buyer. On or before Notwithstanding anything to the contrary, if the Option Notice is not received by Seller within sixty (60) days after the Closing Date, all of Buyer’s rights, title and interest in and to the Option shall terminate. At Closing, Tenant the Option Price shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged be escrowed by the Title Company pursuant to an escrow agreement (the “Escrow Agreement”) in substantially the form as attached hereto as Exhibit H. If Buyer does not timely exercise the Option as provided herein, the Title Company shall deliver the Option Price to Buyer. A “Memorandum of Option” (herein so called), in form and substance reasonably acceptable to the parties, shall be recorded in the Real Property Records of Tarrant County, Texas, and a “Termination of Memorandum of Option” (herein so called) in form and substance reasonably acceptable to the parties, shall be signed by the parties at Closing and delivered into escrow with the Title Company;. If Buyer does not timely exercise the option, the Title Company will promptly record the Termination of Memorandum of Option.
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, Neither D▇▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
▇▇ or any of his Affiliates (4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by specifically excluding J▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇ ▇▇▇▇▇▇▇▇'s full performance ) shall voluntarily Transfer any Shares (other than to a Permitted Transferee) except pursuant to a bona fide arm’s length offer and unless he or it shall have first given written notice (the “Transfer Notice”) to the Board and the other Founding Stockholders of such Stockholder’s intent to do so and such Transfer is thereafter completed in accordance with this Article 2. The Transfer Notice shall include the name and address of the conditions precedent listed proposed Transferee, the number of Shares proposed to be sold (the “Offered Shares”), the cash price or other consideration for the proposed sale and the timing of the payments to be made. Within fifteen days following receipt of the Transfer Notice, the other Founding Stockholders may, by written notice (“Exercise Notice”) to such Transferring Stockholder, elect to purchase the Offered Shares on the terms outlined in and required the Transfer Notice (such right to be allocated among the other Founding Stockholders pro rata based on their Percentage Interests, except that a Founding Stockholder may purchase more than his/her/its pro rata share to the extent that any other Founding Stockholder does not purchase its/her/its full pro rata share). If the consideration is anything other than cash or payments of cash, then the consideration to be paid shall be converted into its fair value in cash as provided in Section 2.2. To the extent that one or any of the other Founding Stockholders do not elect to purchase all of the Offered Shares, the Company may, by paragraph (e) abovegiving an Exercise Notice to such Transferring Stockholder within fifteen days following the expiration of the other Founding Stockholders’ right of first refusal, elect to purchase the remainder of the Offered Shares on the terms outlined in the Transfer Notice. If such rights of first refusal expire without exercise or the right of first refusal is exercised only as to a portion of the Offered Shares, such Transferring Stockholder may Transfer the unpurchased portion of the Offered Shares within 30 days to the named Transferee, at the Closing, Tenant shall: -------------
(1) Pay to Landlord price and on the Base Purchase Price terms specified in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company Transfer Notice. No Transfer of the Tenant's Offered Shares shall be made after the expiration of said 30 day period, nor shall any change in the terms of Transfer be made, without a new notice and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate compliance with the transactionsprovisions of this Section 2.1.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant shall have the right and option to elect purchase the Premises from Landlord by exercising such option and providing notice to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase Landlord at any time within 60 90 days of the electionEffective Date, all with the closing to occur within 30 days of the date of Substantial Completion. The purchase price for the Premises will be in the amount agreed upon by the parties, but in no event less than 107.5% of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time ’s Total Costs (as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereindefined below).
(b) The total base purchase price for In the Property (event Tenant purchases the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Premises from Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount Section 35, Landlord shall, upon receipt from Tenant of the Base Purchase Priceapplicable purchase price, containing no together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of the purchase, deliver to Tenant an appropriate special warranty deed or other instrument of conveyance conveying the entire interest of Landlord in and to the Premises to Tenant in their then current condition, free and clear of all monetary liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title not caused by or attributable to Tenant, but subject to all personalty matters affecting the Premises on or as of the Commencement Date. As used herein, the term “Landlord’s Total Costs” means the sum of the Amended Project Costs (as defined in Exhibit F), plus all closing costs and all intangible property expenses, including reasonable legal fees, incurred in connection with the sale to ▇▇▇▇▇▇.
Tenant. The purchase price shall be paid absolutely net to Landlord (4before taxes that pursuant to Section 5(f) A duly executed and acknowledged assignment in favor hereof are the responsibility of Tenant Landlord) so that, unless otherwise agreed by the parties, the purchase shall yield to Landlord 107.5% of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company sum of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance ’s Total Costs. The conveyance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay Premises to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: be “AS IS, WHERE IS, WITH ALL FAULTS” pursuant to the terms of a special warranty deed subject to the Permitted Exceptions (1hereinafter defined) and such other intervening encumbrances approved by Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;, which approval shall not be unreasonably withheld, conditioned or delayed.
Appears in 1 contract
Sources: Lease Agreement (3d Systems Corp)
Purchase Option. (a) Landlord hereby grants Subject to Tenant Article XVII, Lessee shall have the option (exercisable by giving Agent Lessor irrevocable written notice (the "Purchase Notice") of Lessee's election to elect exercise such option not less than thirty (30) days prior to purchasethe date of purchase pursuant to such option) to purchase the Property on the date specified in such Purchase Notice, during which date shall be a Scheduled Interest Payment Date, at a price equal to the sixty-first Termination Value plus all accrued and unpaid Capitalized Interest and Basic Rent plus any Supplemental Rent due and owing on such date of purchase (61stthe "Purchase Option Price") through (offsetting, at the sixty-fourth (64th) month option of Agent Lessor, against such amount the aggregate amount of the Term and during Defeasance Deposit Collateral) (which the one hundred and twentieth (120thparties do not intend to be a "bargain" purchase price) month of the Term and Property. If Lessee exercises its option to close purchase the purchase within 60 days of Property pursuant to this Section 20.1 (the election"Purchase Option"), Lessor shall transfer to Lessee or Lessee's designee all of LandlordLessor's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property as of the date specified in the Purchase Notice upon receipt of the same terms Purchase Option Price and conditions set forth hereinall Rent and other amounts then due and payable under this Lease and any other Operative Agreement, in accordance with Section 19.1.
(b) The total base Subject to Article XVII, Lessee shall have the option, from time to time, to purchase a portion or portions of the Land not improved with Buildings (each a "Partial Purchase Option") in connection with a plan for development of one or more additional buildings which, in Lessee's good faith judgment, are consistent with sound development practices (exercisable on each occasion, by giving Agent Lessor an irrevocable Purchase Notice of Lessee's election to exercise such option not less than thirty (30) days prior to the date of purchase pursuant to such option) on the date specified in such Purchase Notice, which date shall be a Scheduled Interest Payment Date, at a price for equal to the Property Termination Value of such portion of the Land plus all accrued and unpaid Capitalized Interest and Basic Rent plus any Supplemental Rent due and owing on such date of purchase of such portion of the Land not including the Buildings, calculated based on the value of the Land not including the value of the Buildings on a pro rata basis in proportion to the area of Land in relation to the area of the portion of Land being purchased (the "Base Partial Purchase ------------- Option Price") (offsetting, at the option of Agent Lessor against such amount an amount of Defeasance Deposit Collateral equal to such portion of the Termination Value) (which the parties do not intend to be a "bargain" purchase price). The transfer of any portion of Land pursuant to an exercise of each Partial Purchase Option shall be ninety-five percent subject to compliance with the following conditions, all at Lessee's expense, on or prior to the date of transfer:
(95%i) Lessee shall have paid the Partial Purchase Option Price;
(ii) The portion of the fair market value Land remaining after the option to purchase has been exercised shall be separately subdivided, with adequate parking rights, adequate access and adequate utility service, the subdivision of which does not hinder the use of the ----- Property as such fair market value is agreed upon by Improvements existing thereon;
(iii) Lessee shall have delivered to Agent Lessor with the parties. If the parties are unable Purchase Notice an Appraisal satisfactory to agree upon the fair market value Agent Lessor of the Property within ten (10) days after delivery of Tenant's election remaining subject to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;Lease
Appears in 1 contract
Sources: Lease (McData Corp)
Purchase Option. (a) Landlord hereby grants From and after the expiration of the third Company Year (the period beginning on the Effective Date and ending upon the expiration of the third Company Year referred to Tenant herein as the “Purchase Option Lockout Period”), subject to Section 9.5(b), Sunrise shall have the option to elect to purchase, during exercisable in Sunrise’s sole discretion, one hundred percent (100%) of CNL’s Interest in the sixty-first Company (61stsuch option, the “Sunrise Purchase Option”). The Sunrise Purchase Option shall be exercisable upon not less than ninety (90) through days prior written notice to CNL (the sixty-fourth “Purchase Option Notice”) in accordance with the requirements of Section 13.2 (64th) month which notice may be exercised prior to the expiration of the Term Purchase Option Lockout Period), provided, however, that the Sunrise Purchase Option shall no longer be exercisable after the sixth Company Year (the “Purchase Option Termination Date”). If Sunrise exercises the Sunrise Purchase Option, CNL will be paid a purchase price equal to the amount necessary to return to CNL a 16% Internal Rate of Return on the CNL Total Capital Contributions, after taking into account all amounts previously distributed to CNL (the “Option Price”). The Option Price shall be calculated by an accounting firm jointly agreed upon by the Members (the “Independent Accountant”) and during the Members hereby acknowledge that they shall give preference to one hundred and twentieth (120th) month of the Term and to close following accounting firms as the purchase Independent Accountant: Ernst & Young, PricewaterhouseCoopers, KPMG, or Deloitte Touche, within 60 days three (3) Business Days of the electionissuance of the Purchase Option Notice, all and such accountant shall notify Sunrise and CNL of Landlord's rightsuch amounts in writing upon such calculation. For purposes of calculating the Option Price, title and interest as applicable, any amounts paid to CNL by Sunrise with respect to any claim for breach of obligations, representations or warranties of Sunrise or the Company under the Purchase Agreement in accordance with the Propertyterms thereof, including without limitation, whether in settlement of such claim or pursuant to a judgment issued against Sunrise or the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used Company in connection with the operation of the Property. At the same time as the Tenant's delivery of such claim or otherwise, shall be credited at closing against the Option Exercise Notice (hereinafter defined) Price. For purposes of clarity, the Sunrise Purchase Option shall apply to Landlord, Tenant may elect CNL’s Interest in the Company but not to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereininterest in CNL.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office Transfer of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company CNL’s Interest in accordance with the terms Sunrise Purchase Option shall be in accordance with Section 12.4 below and shall take place not earlier than ninety (90) days after Sunrise issues the Purchase Option Notice, unless Sunrise and CNL mutually agree to an earlier closing date (the “Purchase Option Closing Date”). At the closing, CNL shall transfer its Interest free and clear of this Agreement insuring Tenant's title all Liens and withdraw as Managing Member in the amount consideration of its receipt of the Base Purchase Option Price, containing no liens against as applicable, by wire transfer of immediately available funds. The Members shall not invoke the Landlord's fee interest in provisions of Section 12.2 or Section 12.3 during any period when the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to Sunrise Purchase Option has been invoked but closing thereunder has not yet occurred. During the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and period commencing upon the Title Company issuance of the Landlord's closing representatives' power Purchase Option Notice and authority to consummate ending on the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance Purchase Option Closing Date, all decisions regarding the management and operations of the conditions precedent listed in and required by paragraph (e) aboveCompany, at whether or not such decisions are Major Decisions, shall be decided jointly between the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cashMembers.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Limited Liability Company Agreement (CNL Lifestyle Properties Inc)
Purchase Option. (a) Landlord hereby grants to Tenant the shall have a right and option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures Building and all improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
site (b“Purchase Option”) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms and conditions of this Agreement insuring Tenant's title in the amount of the Base section. Tenant shall exercise its Purchase PriceOption, containing no liens against the Landlord's fee interest in the Property.
if at all, by providing written notice thereof (“Purchase Notice”) to Landlord not later than three (3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining months prior to the fifth (5th) anniversary of the initial Term. If Tenant delivers the Purchase Notice to Landlord within the required time period, the Property shall be sold to Tenant for a purchase price equal to $168.00 per rentable square foot of the Building (“Purchase Price”) to be paid at the Closing (as defined herein). The terms, covenants and designated conditions of such purchase and sale shall be set forth in a Purchase and Sale Agreement (“PSA”) to be entered into by ▇▇▇▇▇▇Landlord and Tenant prior to the fifth (5th) anniversary of the initial Term. The PSA shall contain terms reasonably acceptable to both Landlord, as seller, and executed copies Tenant, as purchaser, but shall at a minimum contain the following provisions: (i) reasonable periods of all such contracts.
time for Tenant to conduct its due diligence review of title and inspections of the Property, including obtaining an updated ALTA survey for the Property, (5ii) Evidence reasonably satisfactory a requirement for the issuance of an ALTA owner’s policy of title insurance to Tenant in form and substance acceptable to Tenant, including the Title Company appearance or deletion of the Landlord's closing representatives' power exceptions and authority issuance of endorsements as acceptable to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) aboveTenant, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company closing of the purchase and sale (“Closing”), (iii) a representation by Landlord regarding hazardous materials compliance, zoning compliance, and compliance with other laws relating to the Property, (iv) an agreement by Landlord to cooperate with any §1031 exchange by Tenant's , and ▇▇▇▇▇▇'s closing representatives' power (v) a requirement that Landlord provide Tenant with tenant estoppel certificates in form and authority substance reasonably acceptable to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost Tenant from all other tenants of the Owner's Policy Property. Landlord agrees that the Closing may be coordinated in order to facilitate Tenant’s §1031 exchange, provided, however, that the Closing shall not occur later than one hundred eighty (180) days after the fifth (5th) anniversary of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;initial Term.
Appears in 1 contract
Sources: Lease Agreement (Inverness Medical Innovations Inc)
Purchase Option. 8.1 Lender shall have the right to purchase shares of Borrower's Preferred Stock with an aggregate value of up to thirty five percent (35%) of the Maximum Loan Amount (subject to increase as provided in Section 8.2) at any time, at Lender's sole and absolute discretion (the "Purchase Option"). The Purchase Option shall be exercisable by Lender at a purchase price equal to $1.25 per share (the "Purchase Price"). The number and purchase price of such shares are subject to adjustment as provided in this Section 8.
8.2 If the Borrower has not repaid the outstanding principal amount under a Note in its entirety by the Maturity Date (as defined in the applicable Note(s)), then for each additional month, or portion thereof, thereafter that the outstanding principal is not paid, Lender shall have the right to purchase from the Borrower, at the Purchase Price (adjusted, as set forth and defined in Section 8.3 herein), an additional amount of Preferred Stock with a value equal to the product of (x) the outstanding principal amount which is due but unpaid and (y) three percent (3%).
8.3 The Purchase Price per share and the number of shares of Preferred Stock purchasable hereunder are subject to adjustment, as follows:
(a) Landlord hereby grants to Tenant If the option to elect to purchaseBorrower at any time shall, during the sixty-first (61st) through the sixty-fourth (64th) month by combination, reclassification, exchange or subdivision of the Term securities as to which purchase rights under this Purchase Option exist into the same or a different number of securities of any other class or classes, this Purchase Option shall thereafter represent the right to acquire such number and during kind of securities as would have been issuable as the one hundred and twentieth (120th) month result of such change with respect to the Term and securities which were subject to close the purchase within 60 days of the electionrights under this Purchase Option immediately prior to such classification, all of Landlord's rightexchange, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and subdivision or other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinchange.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon Borrower at any time shall combine or subdivide its Preferred Stock, the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid proportionately decreased in cash at the Closingcase of a subdivision, or proportionately increased in the case of a combination.
(c) At If the Closing Borrower at any time shall pay a dividend payable in, or make any other distribution (hereinafter definedexcept any distribution specifically provided for in the foregoing subsections (a) or (b)) of the Borrower's stock, Landlord then the Purchase Price shall convey be adjusted, from and after the Property record date of such dividend or distribution, to Tenant that price determined by special warranty deed multiplying the Purchase Price in effect immediately prior to such record date by a fraction (i) the "Deed"numerator of which shall be the total number of all shares of the Borrower's stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of all shares of the Borrower's stock outstanding immediately after such dividend or distribution. The Lender shall thereafter be entitled to purchase, at the Purchase Price resulting from such adjustment, the number of shares of Preferred Stock (calculated to the nearest whole share) obtained by multiplying the Purchase Price in form effect immediately prior to such adjustment by the number of shares of Preferred Stock issuable upon the exercise hereof immediately prior to such adjustment and substance ---- reasonably acceptable to Tenant and Landlorddividing the product thereof by the Purchase Price resulting from such adjustment.
(d) The closing of the transaction pursuant Additional antidilution rights applicable to the Option Exercise Notice Preferred Stock purchasable hereunder are as set forth in the Borrower's Certificate of Incorporation, as amended through the Effective Date, a true and complete copy of which is attached hereto as Exhibit E (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;---------
Appears in 1 contract
Sources: Subordinated Loan and Security Agreement (Data Critical Corp)
Purchase Option. (a) Landlord Subject to the terms of this Section 18, the Senior Lenders hereby grants grant to Tenant the Junior Lenders the option (the "Purchase Option") to elect purchase the Senior Debt from the Senior Lenders at a price (the "Purchase Price") equal to purchase, during the sixty-first sum of (61sti) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used amounts outstanding and/or due in connection with the operation Senior Loan Agreement as of the Property. At the same time as the Tenant's delivery date of the Option Exercise Notice (hereinafter defined) to Landlordpayment of the Purchase Price, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous including principal up to the Property upon maximum amount permitted under the same terms Senior Loan Agreement together with the Additional Obligations (including audit fees, attorneys fees, etc.), other reasonable expenses and conditions set forth hereinall other Obligations under, and as defined in, the Senior Loan Agreement, but excluding any prepayment premium fee due under the Senior Loan Agreement.
(b) The total base purchase price for Junior Lenders may exercise the Property (Purchase Option commencing on the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property date (the "Option Trigger Date") which is (i) the date a Blockage Period expires if such Blockage Period is triggered by the issuance of a Senior Default Notice issued as a result of a payment default or a financial covenant default under the Senior Loan Agreement, unless the Senior Lender terminates such Blockage Period prior to the expiration thereof in accordance with clause (i) of the definition of "Blockage Period" or unless such Blockage Period is extended in accordance with the last sentence of such definition; (ii) five (5) days after the Senior Agent's delivery of a Senior Default Notice to the Loan Parties and the Junior Agent; or (iii) the date the Junior Agent receives written notice that the Senior Lenders shall be conducting a sale or otherwise liquidating a material portion of Senior Collateral after the occurrence of a Senior Default.
(c) The Junior Agent shall deliver written notice (the "Exercise Notice"), then on behalf of the fair market value Junior Lenders, that they intend to exercise the Purchase Option within five (5) Business Days of the Option Trigger Date. Such notice shall be determined by an ---------------------- appraiser selected irrevocable by the parties who is a member Junior Lenders. The Junior Agent shall (i) tender payment of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable Purchase Price in immediately available funds and (ii) deliver an Assignment Agreement executed by the Junior Lenders to and in the geographic area Senior Lenders on a Business Day that not later than the 5th Business Day after the delivery of the PropertyExercise Notice (or, if such 5th Business Day is not a Business Day, the next Business Day). Such appraiser's determination of Subject to Section 8(d), the fair market value of the Property Junior Lenders shall be binding on the parties. If the parties are unable have no right to agree upon the selection of an appraiserpurchase, each party shall select a qualified appraiser and the two selected appraisers Senior Lenders shall select a qualified third appraiser who will determine have no obligation to sell, the fair market value of Senior Debt unless the Property. The Senior Agent shall have timely received (x) an Exercise Notice, (y) the Purchase Price shall be paid in cash at immediately available funds, and (z) an Assignment Agreement executed by the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and LandlordJunior Lenders.
(d) The closing of the transaction pursuant Purchase Option shall terminate with respect to the Option Senior Default giving rise thereto if the Senior Agent does not receive an Exercise Notice within five (5) Business Days following the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateOption Trigger Date.
(e) At The Loan Parties and the Closing, Landlord Junior Lenders shall cause indemnify the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed Senior Lenders for all third party fees and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued expenses incurred by the Title Company Senior Lenders before the Purchase Option Closing Date, to the extent invoices relating thereto have not been received or paid by such date. The Senior Lenders shall make any such claims for indemnification as soon as practicable following the Purchase Option Closing Date and shall make any such claim in a writing accompanied by the applicable third party invoices. The Senior Lenders will use their best efforts to cause third parties to promptly remit invoices for fees and expenses to the Senior Lenders. At all times prior to Purchase Option Closing Date, the Senior Lenders shall be free to administer the credit (which shall include, without limitation, incurring reasonable ordinary course expenses), lend or refuse to lend, adjust advance rates, institute or release reserves, and otherwise act or refuse to act in accordance with the terms of the Senior Loan Agreement, the Loan Documents, this Agreement insuring Tenant's title in and applicable law. During the amount period between the Option Trigger Date and the Purchase Option Closing Date, the Senior Lenders shall not sell or otherwise liquidate any of the Base Purchase Price, containing no liens against the LandlordBorrower's fee interest in the Propertyassets.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Subordination and Intercreditor Agreement (Easy Gardener Products LTD)
Purchase Option. (a) Landlord hereby grants to In consideration of this Lease, Tenant shall have the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- PriceOption") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property Premises described on Exhibit A attached hereto (collectively the "Demised Premises") for the sum of Two Million Six Hundred Thousand Dollars ($2,600,000), payable in good funds (with no credit for any rental amounts). Notwithstanding the foregoing, the option price of $2,600,000 shall be increased by any amounts Landlord has had to pay or has paid for maintenance or repairs under this Lease or otherwise from the time of Lease signing (the "Price"). Tenant's rights to exercise this option after notice of exercise shall cease if Tenant materially breaches this Lease. As long as Tenant is not in default hereunder beyond any applicable cure periods and as long as this Lease is in effect, such Purchase Option may be exercised in writing by Tenant (the "Optionee"). This Purchase Option may be exercised at any time up to ninety (90) days prior to the expiration of any terms or extensions (the "Option Exercise NoticeDate"), then the fair market value shall . It cannot be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable exercised after ninety (90) days prior to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the partiesLease expiration. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined)Option is exercised, Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable deed, subject to Tenant and Landlord.
(d) The closing all matters of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Titlerecord, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed real estate, to the extent owned by Landlord; and acknowledged ▇▇▇▇ it shall be a condition of the sale conveying that title to the real estate shall, except as provided herein below, be free from all personalty tenancies (except Tenant) and occupants (except Tenant). The sale shall occur within one hundred twenty (120) days of the Option Date. In the exercise of such option, all intangible property monies shall be placed with a title company, as escrowee, of Optionee's designation; and the settlement of the purchase price and the conveyance to Optionee shall take place in escrow. At closing, Tenant will secure and pay for its own owner's policy, issued by a title insurance company licensed in the State of Georgia in its usual form, brought down to the date of closing, insuring Optionee against loss or damage to the extent of the purchase price by reason of defects in or liens upon Landlord's title. Taxes, utilities, rents, and other current expenses shall be paid by Tenant. Tenant shall pay all the costs of the transaction, including but not limited to the cost of the policy, recording fees, escrow fees, documentary transfer taxes, and sales and use taxes. The Demised Premises will be sold in its as-is condition, without any representation or warranty of Landlord. Seller will be responsible for paying a commission of $100,000 to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor /Dales, LLC, payable only if the transaction closes. Time is of the essence. Notwithstanding the foregoing, if Tenant of all service, employment and management contracts as are then in force and pertaining to purchases the Property and designated pursuant to this clause at any time after the first extended term, the Price shall increase by ▇▇▇▇▇▇, and executed copies the greater of all such contracts.
(5a) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
ten percent (f10%) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and an amount based upon the Consumer Price Index. The index used shall be the Consumer Price Index for Savannah, Georgia, if available, or the area selected by Landlord near Savannah, Georgia. The amount shall be the Annual Base Rent multiplied by a fraction, the denominator (c) one-half (1/2top) of any escrow fee charged by which is the Title Company. On or before Closing, Tenant shall pay: Consumer Price Index for the month which is six (16) Tenant's own attorneys' fees; months prior to closing and the numerator (b) one-half (1/2bottom) of any escrow fee charged by which is the Title Company;same Consumer Price Index for the month which is six (6) months prior to the date of the initial term of this Lease. The real estate commission shall not change.
Appears in 1 contract
Sources: Lease Agreement (Citi Trends Inc)
Purchase Option. (a) Landlord hereby grants If the Executive's Employment Period is terminated (i) by the Executive other than for (x) Good Reason, (y) his death or (z) his permanent disability (as defined in the Company's Board-approved disability policy, as in effect from time to Tenant time) or (ii) by the Company for Cause, the Company and/or its designee(s) will have the option to elect (the "Option") to purchase, during and if the sixty-first Option is exercised the Executive shall sell to the Company and/or its designee(s), all or any portion (61stat the Company's option) through the sixty-fourth (64th) month of the Term and during shares of Common Stock and/or Nonvoting Common Stock and/or options to acquire Common Stock and/or Nonvoting Common Stock ("Stock Options"), if any, held by the one hundred and twentieth (120th) month Executive; provided, that if such termination is for Cause of the Term and to close the purchase within 60 days type described in clause (iv) of the election, all of Landlord's right, title and interest in the Property, including without limitationParagraph 1(d), the buildingsOption shall pertain only to the Executive's Stock Options plus any shares of Common Stock and/or Nonvoting Common Stock acquired by the Executive after such termination pursuant to the exercise of Stock Options. Any and all shares of Common Stock, parking lot, fixtures Nonvoting Common Stock and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time Stock Options purchasable pursuant to this Paragraph 7 are collectively referred to herein as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein"Purchasable Shares".
(b) The total base purchase price for Company shall give notice in writing to the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) Executive of the fair market value exercise of the ----- Property as such fair market value is agreed upon by Option within one year from the parties. If the parties are unable to agree upon the fair market value date of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member termination of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the PropertyExecutive's employment. Such appraiser's notice shall state the number of Purchasable Shares to be purchased and the determination of the fair market value Board of the Property shall be binding on the partiesMarket Value Per Share of such Purchasable Shares. If no notice is given within the parties are unable to agree upon time limit specified above, the selection of an appraiser, each party Option shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingterminate.
(c) At The purchase price to be paid for the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction Purchasable Shares purchased pursuant to the Option Exercise Notice (shall be, in the "Closing") case of any Common Stock or Nonvoting Common Stock, the Market Value Per Share times the number of shares being purchased, and in the case of any Stock Option, the Market Value Per Share times the number of vested shares subject to such Stock Option less the applicable per share option exercise price. The purchase price shall be paid in cash. The closing of such purchase shall take place at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;principal executive offices within 10
Appears in 1 contract
Sources: Executive Employment Agreement (Neodata Services Inc)
Purchase Option. Upon termination of this Business Management Agreement by the Practice pursuant to Section 6.2(a), the Practice shall be released from the restrictive covenants in Section 4.8 and shall have the option but not the obligation to do all or none of the following:
(a) Landlord hereby grants Pay to Tenant Business Manager the option difference between the consideration received in the Acquisition Transaction minus the book value of the net tangible assets (for purposes of such repurchase obligations such difference shall be amortized over a forty (40) year period), deferred charges, and all other amounts on the books of the Business Manager relating to elect the Business Management Agreement, as such amounts shall be established pursuant to purchasethe Acquisition Transaction and including amounts, during if any, for the sixty-first (61st) covenants described in Section 4.8 above, as adjusted through the sixty-fourth (64th) month last day of the Term and during month most recently ended prior to the one hundred and twentieth (120th) month date of such termination in accordance with GAAP to reflect amortization or depreciation of the Term and to close the purchase within 60 days of the electionintangible assets, all of Landlord's rightdeferred charges, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.covenants;
(b) The total base purchase price for Purchase from Business Manager any real estate owned by Business Manager and used as an Office at the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) greater of the appraised fair market value thereof or the then book value thereof. In the event of any repurchase of real property, the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market appraised value shall be determined by Business Manager and the Practice, each selecting a duly qualified appraiser, who in turn will agree on a third appraiser. This agreed-upon third appraiser shall perform the appraisal which shall be binding on both Parties. In the event either Party fails to select an ---------------------- appraiser within fifteen (15) days of the selection of an appraiser by the other Party, the appraiser selected by the parties who is a member of other Party shall perform the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property appraisal which shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.both Parties;
(c) At Purchase at book value all improvements, additions, or leasehold improvements that have been made by Business Manager at any Office and that relate principally to the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.performance of Business Manager's obligations under this Business Management Agreement;
(d) The closing Assume all contracts and leases and the Practice's pro rata share of the transaction pursuant all debts and payables that are obligations of Business Manager and that relate principally to the Option Exercise Notice (performance of Business Manager's obligations under this Business Management Agreement or the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.properties leased or subleased by Business Manager; and
(e) At Purchase from Business Manager at book value all of the Closingequipment leased to the Practice, Landlord shall cause including all replacements and additions thereto made by Business Manager pursuant to the following items performance of its obligations under this Business Management Agreement, and all other tangible assets, including inventory and supplies, set forth on the books of the Business Manager as adjusted through the last day of the month most recently ended prior to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy date of Title Insurance covering the Property issued by the Title Company such termination in accordance with the terms of this Agreement insuring Tenant's title in the amount GAAP to reflect operations of the Base Purchase PriceOffice, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all servicedepreciation, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇amortization, and executed copies other adjustments of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and assets shown on the Title Company books of the Landlord's closing representatives' power and authority Business Manager. The Practice shall provide notice to consummate Business Manager of its intent to exercise the transactions.
(f) Subject option above described at the same time that the Practice provides notice to ▇▇▇▇▇▇▇▇'s full performance Business Manager of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay Practice's election to Landlord the Base Purchase Price in cashterminate this Business Management Agreement for cause.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Business Management Agreement (Vision Twenty One Inc)
Purchase Option. (a) Landlord hereby grants to Tenant Lessee shall have the option to elect to purchasepurchase the Premises at Fair Market Value, payable in cash at closing, said option being exercisable by Lessee at any time during the sixty-first Term by written notice given by Lessee to Lessor. If this option is exercised by Lessee, closing shall be held within sixty (61st60) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionnotice of exercise at a time and place, all and on a date, reasonably satisfactory to Lessor and Lessee (the Term shall be extended, if necessary, through and including the date of Landlordclosing). Title to the Premises shall be conveyed free of any liens or encumbrances, and subject only to current year's rightad valorem taxes, applicable building restrictions, easements for utilities servicing the Premises, and such other conditions of title as may not, in Lessee's sole discretion, adversely affect the use of the Premises by Lessee or as may be approved by Lessee (the "Permitted Exceptions"). Immediately following the date of exercise of this option, Lessor shall furnish Lessee with a commitment for a standard owner's title insurance policy, ATLA Form B, reflecting only Permitted Exceptions and interest standard printed exceptions (the "Commitment"). Immediately following closing, Lessor shall furnish Lessee with an owner's title insurance policy issued in conformity with the PropertyCommitment. The cost of the title insurance Commitment and policy shall be borne by Lessor; provided, including without limitationhowever, that the cost of any special endorsements shall be borne by Lessee; and, further provided, that if Lessee obtains a mortgage title insurance policy at closing, the buildingscost of the combined owner's and mortgagee's policies shall be divided equally between Lessor and Lessee. Ad valorem taxes, parking lotrent due under the Lease, fixtures utilities and improvements constructed on any insurance or other prepaid items assumed by the landLessee shall be prorated as of the date of closing. Title to the Premises shall be conveyed by general warranty deed in form acceptable for recording, all of Landlord's equipment, machinery, furniture, inventory subject only to the Permitted Exceptions. Lessor and other personal property located upon and used Lessee shall each bear their respective costs in connection with the operation exercise of the Propertyoption and the closing, including attorney's fees. At Lessee shall bear the same time cost of recording the deed, the cost of any survey obtained by Lessee, and all costs related to any financing obtained by Lessee. Except for any prepaid rent, Lessee is not entitled to a credit for rental payments paid by the Lessee during the Term of the Lease. The Lessor and Lessee shall attempt to determine the Fair Market Value by mutual agreement within fifteen (15) days after Lessee gives notice of its exercise of the option. However, if the parties cannot reach agreement on the Fair Market Value, the following provisions shall apply:
a. Lessor and Lessee shall each select a qualified real estate appraiser within the next fifteen (15) days. Each appraiser must demonstrate to the reasonable satisfaction of both Lessor and Lessee that he has significant experience in appraising similar properties.
b. The Fair Market Value shall be determined by the appraisers within thirty (30) days thereafter. Each of the appraisers shall be instructed to prepare an appraisal of the Premises in accordance with the following instructions: The method of valuing the property shall use any one or a combination of appropriate appraisal methodologies (i.e., replacement cost, comparable sales, and income); provided, however, that any valuation based upon the income approach (i.e., the capitalization of net rental amounts abstracted from consideration this Lease and the rental provided for herein. The appraised value is to be a single value, not a range of values and not a schedule of different values based upon different methodologies or different assumptions. The value of any alterations, additions or improvements to the Premises made by Lessee shall be included in the determination of Fair Market Value. If the appraised values determined by the two appraisers do not differ by more than ten percent (l0%), the purchase price shall be the average of the two values. If the difference is more than ten percent (l0%), and the two appraisers cannot agree upon a value (in which event such agreed value shall be binding upon Lessor and Lessee), the two appraisers shall select a third appraiser within fifteen (15) days thereafter. The third appraiser shall be instructed to select a value within the range of values established by the initial two (2) appraisals, within twenty (20) days after his appointment, following the instructions set forth above, and the Fair Market Value so selected by the third appraiser shall be binding upon Lessor and Lessee as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingPremises.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Hughes Supply Inc)
Purchase Option. (a) Landlord hereby grants Provided that (i) Tenant shall not then be in continuing default in any of its covenants to Tenant the option to elect to purchase, be performed during the sixty-first Basic Term past applicable notice and grace periods, (61stii) through the sixty-fourth (64th) month Tenant shall cure any such defaults before, by means of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection or simultaneously with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction title pursuant to the Purchase Option Exercise Notice or (the "Closing"iii) shall be at the main office if such default(s) are not capable of Old Republic Titlecure before, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the by means of or simultaneously with such closing date.
(e) At the Closing, of title because they are not for a liquidated sum but Tenant provides Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory security acceptable to Landlord and the Title Company Qualified Fee Mortgagee, for the full payment and performance of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(gobligation(s) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closingin default, Tenant shall payhave the option (the "Purchase Option") to buy the Premises by paying a the Purchase Option Price. The "Purchase Option Price" shall be equal to (i) $75,000,000 plus (ii) all interest, late charges, fees, costs and expenses due and owing then due and owing under the Basic Term Loan Documents or the Extended Term Loan Documents, as applicable, less (iii) any reductions of the principal amount of the Basic Term Loan or the Extended Term Loan, as applicable, in connection with a condemnation or casualty, which purchase price shall be paid to or at the direction of Landlord. For so long as Svenska Handelsbanken AB (publ) is the Qualified Fee Mortgagee, Landlord hereby directs Tenant to pay the Purchase Option Price as follows: (1A) Tenantthe Loan Retirement Amount to the Qualified Fee Mortgagee and (B) $7,000,000 to Landlord. Landlord shall promptly reimburse Tenant for any late fees, default interest or other charges paid by Tenant which resulted solely from the acts or omissions of Landlord, Manager or Landlord's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;Affiliates.
Appears in 1 contract
Sources: Lease (Alexanders Inc)
Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) Landlord hereby grants to Tenant through (vii) below:
(i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first Purchase Option is exercised, the Grantor (61stas defined below) through shall sell to the sixty-fourth Company and/or its assignee(s), all or any portion (64that the Company's option) month of the Term Shares and/or Options held by the Grantor (such Shares and during Options collectively being referred to as the one hundred and twentieth "Purchasable Shares").
(120thii) month The Company shall give notice in writing to the Grantor of the Term and to close the purchase within 60 days exercise of the election, all Purchase Option within one (1) year after the Date of Landlord's right, title and interest Termination (as defined in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery Employment Agreement) of the Option Exercise Notice (hereinafter defined) Holder's service. Such notice shall state the number of Purchasable Shares to Landlordbe purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, Tenant may elect the Purchase Option shall be deemed to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinhave terminated.
(biii) The total base purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. The purchase price for the Property (the "Base Purchase ------------- Price") Purchasable Shares shall be ninety-five percent (95%) paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute of Real Estate Appraisers purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with at least five years of experience appraising property comparable the cash purchase price being reduced to the extent of, and in paid to the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties holder of, all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingthen pledged or encumbered.
(civ) At To ensure the Closing (hereinafter defined)enforceability of the Company's rights hereunder, Landlord each certificate or instrument representing Shares or Options shall convey bear a conspicuous legend in substantially the Property to Tenant by special warranty deed (the following form: "DeedTHE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(dv) The closing of the transaction pursuant to the Option Exercise Notice Company's rights under this paragraph (the "Closing"m) shall be at terminate upon the main office consummation of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing datean Initial Public Offering.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant the an option to elect to purchase, during purchase the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest Demised Premises in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection accordance with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinprovisions of this Section 18.1 (the "Option to Purchase").
(b) The total base purchase price for Commencing on the Property (Lease Commencement Date, Tenant may exercise the "Base Option to Purchase ------------- Price") shall be ninety-five percent (95%) by giving written notice of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant▇▇▇▇▇▇'s election to purchase the Property Demised Premises to Landlord (the "Option Exercise Purchase Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At The purchase price for the Closing (hereinafter defined), Landlord Option to Purchase shall convey be an amount equal to the Property to Tenant by special warranty deed sum of (the "DeedOption Purchase Price"): (i) any prorated Rent not yet due and payable and any other amounts due and payable by Tenant to Landlord under this Lease, (ii) (A) the outstanding principal amount of any debt relating to the Demised Premises or otherwise secured by the Demised Premises together with any accrued interest thereon and any other amounts, fees, penalties, premiums (including, without limitation, the "Make-Whole Amount" as such term is defined in the security documents of Mortgagee) or charges due or required in order to payoff and fully satisfy such debt, or (B) the full and complete assumption, in writing and in accordance with all applicable law, by Tenant of the outstanding principal amount of any debt relating to the Demised Premises or otherwise secured by the Demised Premises on a full recourse basis together with any accrued interest thereon and any other amounts, fees, penalties, premiums (including, without limitation, the "Make-Whole Amount") or charges due or required in form order to fully assume such debt and substance ---- the full and complete release of Landlord and any other parties of any and all obligations or liabilities relating thereto, such assumption to be accompanied by opinions of counsel for the benefit of Mortgagee and such other documents as are reasonably acceptable required by Mortgagee to evidence such assumption, (iii) $485,000, and (iv) all reasonable out of pocket costs and expenses associated therewith or related thereto, including, without limitation, legal fees and any of the foregoing. As Tenant is responsible for any and Landlordall costs and expenses associated with the ownership, operation, maintenance and repair of the Demised Premises, there shall be no proration of expenses benefitting Tenant.
(d) Tenant shall perform any due diligence and obtain the consent of any third parties, including, without limitation, any lenders, prior to exercise of the Option to Purchase and upon such exercise Tenant shall be deemed to be satisfied with its investigations and shall have obtained any such consent. The closing shall occur on a date agreed to by Landlord and Tenant that is not later than 30 days after the issuance of the transaction pursuant to Purchase Notice and in the Option Exercise Notice (the "Closing"event of an assumption under Section 18(c)(ii)(B) shall be at the main office of Old Republic Titleabove, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateshall occur on a date agreed upon by Landlord, Tenant and the lender of such debt to Landlord that is not later than 30 days after issuance of the Purchase Notice.
(e) At the Closingclosing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed ▇▇ shall execute a settlement statement and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining deliver a limited warranty deed to the Property and designated by Demised Premises, a vendor's affidavit sufficient to allow Tenant to cause ▇▇▇▇▇▇, 's title insurance company to delete the standard exceptions relating to parties in possession and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and mechanics' liens as the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject same relate to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in activities, a non-foreign affidavit, a sales disclosure form and any other documents that are then required by paragraph (e) abovelaw to be provided by a seller in such instance. At the closing, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power ▇ shall execute a settlement statement, deliver a sales disclosure form and authority any other documents that are then required by law to consummate be provided by a purchaser in such instance and shall deliver the transactions.
(g) On or before ClosingOption Purchase Price, Landlord by wire transfer to the title company for disbursement to Landlord. Rent shall pay: (1) be prorated to the cost date of closing, but Rent shall continue to be payable by Tenant after the exercise of the Owner's Policy Option to Purchase through the date of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Companyclosing. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) be responsible for all costs of any escrow fee charged by the Title Company;title insurance and other closing costs.
Appears in 1 contract
Sources: Lease Agreement
Purchase Option. Unless an Event of Default (aor other event which after lapse of time or notice or both would become an Event of Default) Landlord hereby grants to Tenant shall have occurred and be continuing, the option to elect to purchaseLessee shall have the option, during at the sixty-first (61st) through the sixty-fourth (64th) month end of the Term and during term of this Lease, upon prior written notice delivered to Lessor at least 180 days before the one hundred and twentieth (120th) month end of the Term and to close the purchase within 60 days term of the electionthis Lease, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property both Leasehold Estates on July 1, 2014 (the "Base Purchase ------------- PriceOption Date"), at a purchase price equal to the lesser of (i) shall be ninety-five percent (95%) of the fair market sales value of the ----- Property both Leasehold Estates (determined as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value hereinafter provided in this paragraph 18) as of the Property within ten Purchase Option Date or (10ii) days after delivery of Tenant's election to purchase $6,000,000. On the Property (the "Purchase Option Exercise Notice")Date, then the fair market value Lessor shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to transfer and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed Leasehold Estates (expressly excluding the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2Liquefaction Equipment) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company to Lessee or its designee, in accordance with the terms provisions of paragraph 17, against payment by the Lessee of the purchase price therefor, together with all installments of Rent payable up to and including the day prior to such Purchase Option Date and all other sums then due and payable under this Lease, including without limitation the estimated or actual (if practicable) Partial Year Payment. Lessor and Lessee shall consult for the purpose of determining the fair market sales value of the Leasehold Estates promptly after Lessee delivers the purchase option notice contemplated above, and any value agreed upon in writing shall constitute such fair market sales value for the purposes of this Agreement insuring Tenant's title in paragraph 18. Solely for purposes of determining the amount fair market sales value for purposes of this paragraph 18, it shall be assumed (notwithstanding the Base Purchase Price, containing no liens against fact that the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ Liquefaction Equipment has been dismantled and disposed of sale conveying title to all personalty and all intangible property to in accordance with subparagraph 8(d) hereof) that the ▇▇▇▇ Liquefaction Equipment is in place on the ▇▇▇.
▇ Land Parcel, is part of the Leasehold Estates being conveyed, and has been maintained in good operating condition and has all necessary permits and approvals of any applicable governmental authority (4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property extent such permits and designated by approvals are still obtainable for liquefaction equipment generally) such that it is immediately operable in all respects for its original intended use. Further, the fair market sales value of the ▇▇▇▇▇▇▇ Liquefaction Equipment will be valued at its highest and best use, and executed copies costs of all removal from the location of current use shall not be a deduction from such contracts.
(5) Evidence reasonably satisfactory value. If Lessor and Lessee fail to Tenant and the Title Company agree upon such value within 90 days of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance date of the conditions precedent listed in and required purchase option notice, Lessee may either (a) request that such value be determined by paragraph (e) abovethe Appraisal Procedure, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged agree in writing to purchase the Leased Properties for $6,000,000. If Lessee does not request that such value be determined by the Title Company. On Appraisal Procedure, or before Closingagree in writing to purchase the Leased Properties for $6,000,000, Tenant by the date which is 60 days prior to the Purchase Option Date, then Lessee shall pay: be deemed to have unequivocally and unconditionally (1a) Tenant's own attorneys' fees; elected not to have such fair market sales value determined by the Appraisal Procedure, and (b) one-half elected not to purchase the Leased Properties at the end of the term of this Lease pursuant to this paragraph 18, and will surrender and vacate the Leased Properties at the end of the term of this Lease as contemplated by paragraph 25 hereunder, and the "Appraisal Procedure" to determine the Return Adjustment Amount (1/2) of any escrow fee charged as defined in paragraph 25), if any, will immediately commence. If Lessee does request that such value be determined by the Title Company;Appraisal Procedure, the purchase price shall be as set forth in the first sentence of this paragraph 18 (in no event to exceed $6,000,000, plus any
Appears in 1 contract
Sources: Lease Agreement (Boston Gas Co)
Purchase Option. (a) Landlord Lessee shall have, and is hereby grants to Tenant granted, the option to elect purchase the Equipment (the “Purchase Option”) for a purchase price of $1.00 (the “Purchase Price”), which amount shall be paid directly to purchaseIssuer for its own account and not to Bondholder; provided, during however, that: (i) the sixty-first (61st) through Purchase Option must be exercised not later than 60 days after the sixty-fourth (64th) month receipt by Lessee of written request for exercise from Issuer after the end of the Term and during term of this Lease Agreement; (ii) all amounts (including (without limitation) any Prepayment Amount) under the one hundred and twentieth Bond (120thA) month shall have been indefeasibly paid in full or (B) shall be paid as a part of the Term closing of such purchase by Lessee; and (iii) any other amounts due to close the purchase within 60 days Bondholder or Issuer (A) shall have been indefeasibly paid in full or (B) shall be paid as a part of the election, all closing of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to such purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinby Lessee.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") Lessee shall be ninety-five percent (95%) of under no obligation to exercise the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingOption.
(c) At If Lessee exercises the Closing Purchase Option, the Purchase Option shall be exercised by written notice to Issuer and Bondholder, and the purchase of the Equipment (hereinafter defined)including the payment of any amounts to be paid to Issuer or Bondholder as described in subsection (a) above) shall be closed within 60 days from the date of such notice of exercise, Landlord shall convey the Property or on such earlier or later date as may be agreed to Tenant by special warranty deed (the "Deed") in form Bondholder, Issuer and substance ---- reasonably acceptable to Tenant and LandlordLessee.
(d) The At the closing of the transaction any purchase pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount exercise of the Base Purchase Option, Issuer shall, upon receipt of the Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇deliver to Lessee or its designee, as applicable, a b▇▇▇ of sale conveying to Lessee or such designee good title (of the same quality as received by Issuer) to the Equipment, as the Equipment then exists, subject to the following: (i) those liens and encumbrances (if any) to which title to all personalty the Equipment was subject at the time title thereto vested in Issuer; (ii) those liens and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining encumbrances created by Lessee or to the Property and designated by ▇▇▇▇▇▇, and executed copies creation or suffering of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's feeswhich Lessee consented; and (ciii) one-half (1/2) those liens and encumbrances resulting from the failure of Lessee to perform or observe any escrow fee charged by of the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;agreements on its part contained in this Lease Agreement.
Appears in 1 contract
Sources: Lease Agreement (Systemax Inc)
Purchase Option. (a) Landlord hereby grants to Tenant During the option to elect to purchase, during period beginning on the sixty-first sixtieth (61st60th) through the sixty-fourth (64th) month day of the Term and during ending on the one two hundred and twentieth fortieth (120th240th) month day of the Term Term, Lessee will have the option to purchase (the “Purchase Option”) from Licensee any of the Licenses, free and clear of all Liens, subject only to close such prior approval or notification as may be required by the Communication Laws in effect at the time. The purchase price for each License will be the price set forth on Schedule II, attached hereto and made a part hereof, increased at the rate of 4% per annum from the Effective Date to the date on which the purchase within 60 days of the electionLicense is consummated. The Purchase Option may be exercised by Lessee from time to time as to each License individually, all of Landlord's rightat Lessee’s sole discretion, title and interest by giving written notice to Licensee in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection accordance with the operation provisions of Section 8.7 hereafter. The timely exercise of the Property. At Purchase Option as to any License will not serve to extinguish Lessee’s rights timely to exercise the same time Purchase Option as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinother License thereafter.
(b) The total base If Lessee exercises the Purchase Option with respect to a License, the parties will cooperate to file such notifications or applications with regard to the purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value applicable License as may be required by the Communications Laws, which filings will be made not more than seven (7) days following the exercise of the ----- Property as such fair market value is agreed upon by the partiesPurchase Option. If the The parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and hereto will diligently take or cooperate in the geographic area taking of all steps which are necessary or appropriate to expedite the Property. Such appraiser's determination prosecution and favorable consideration of the fair market value of the Property shall such applications, and undertake all actions and file such material as will be binding on the parties. If the parties are unable necessary or required to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid obtain any necessary waivers or other authority in cash at the Closingconnection with any such applications.
(c) The closing of any sale of a License pursuant to the exercise of the Purchase Option for such License in accordance with this Section 5.7 will be held at such location as is designated by Lessee, on a date and at a time mutually acceptable to Licensee and Lessee, which date will not be earlier than the fifth day and not later than the twentieth day following the date on which any required FCC approvals for, or prior notifications of, such purchase have been obtained or made, as the case may be. At the Closing closing, the parties will execute an Assignment and Assumption Agreement substantially in the form of Exhibit A attached hereto. All of the representations and warranties made by the both parties this Lease Agreement will be restated as of the date of the applicable closing of the Purchase Option, except that Licensee will be entitled to except from each such representation any circumstance expressly approved by the Lessee without objection and any other circumstance caused or created by Lessee as a result of Lessee’s performance under this Lease Agreement. All such representations will survive for a period of one (hereinafter defined)1) year following the sale of such License to the Lessee, Landlord and the Indemnity provisions set forth in Article 6 hereafter will apply separately to transaction contemplated by the Purchase Option. No further purchase documentation shall convey be required other than the Property to Tenant by special warranty deed (execution of the "Deed") in form and substance ---- reasonably acceptable to Tenant and LandlordAssignment Agreement contemplated hereunder.
(d) The closing Licensee may not sell, transfer, assign or otherwise encumber any License unless the purchaser, transferee, assignee or secured party, as the case may be, expressly acknowledges the existence of the transaction pursuant Purchase Option set forth in this Section 5.7 and agrees in writing to be bound by the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateterms hereof.
(e) At If the ClosingPurchase Option has been exercised by the Lessee prior to the end of the Term, Landlord shall cause but the following items FCC has not granted its consent to be furnished the assignment of the applicable License to Tenant:
the Lessee or any other condition to the consummation of such transaction has not been satisfied at the time, then upon written notice to Licensee given not less than thirty (130) The Deed days prior to the end of the Term, Lessee may require that the parties amend this Lease Agreement to establish a long-term Spectrum Manager leasing arrangement by executing an amendment substantially in the form required hereinaboveof Exhibit B, ▇▇▇▇ executed and acknowledged by Landlord.
(2attached hereto, with such additional changes as may be reasonably necessary in order to satisfy the then-current FCC or other regulatory requirements governing spectrum manager leasing arrangements. The term of the Spectrum Manager Lease will be one(1) A fully paid Owner's Policy year; provided, however, that if the FCC has not granted its approval for the assignment of Title Insurance covering the Property issued applicable License by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount end of the Base Purchase Price, containing no liens against eleventh month of the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ Spectrum Manager Lease term by reason of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining matters relating to the Property qualifications of the Licensee, then Lessee may extend the Spectrum Manager Lease for up to an additional one year period. Upon such notice, Licensee will promptly (and designated by ▇▇▇▇▇▇, and executed copies in any event not less than twenty-one (21) days before the end of the Term) file all such contracts.
(5) Evidence reasonably satisfactory applications with or notifications to Tenant and the Title Company of FCC as may be required for Spectrum Manager leases by the Landlord's closing representatives' power and authority to consummate Communications Laws in effect at the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of time. Such amendment will become effective only after the conditions precedent listed in and parties have complied with such prior notification or approval requirements as may be required by paragraph (e) above, the Communication Laws in effect at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cashtime.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Provided Tenant is not in Default under this Lease, Landlord hereby grants to Tenant the an option to elect to purchase, during purchase the sixty-first Leased Premises from the Landlord (61stthe “Option”) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.below in this Section 17.03. Tenant’s option to purchase the Leased Premises shall terminate and be null and void if Tenant fails to exercise the Option in writing on or before January 15, 2021. All rights granted to Tenant under this Section 17.03 are personal to Taysha Gene Therapies, Inc. only. The terms and provisions of the Option are set forth below:
(bi) The total base purchase price for the Property (Leased Premises pursuant to the "Base Purchase ------------- Price") Option shall be ninetyTWENTY-five percent SIX MILLION TWO HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"$26,250,000.00), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(cii) At In the event Tenant desires access to the Leased Premises beyond Tenant’s rights under the Lease for the purpose of conducting due diligence in connection with the purchase of the Leased Premises, Tenant shall have the right to access such portions of the Leased Premises for the purpose of conducting such due diligence through March 1, 2021 upon the execution, and subject to the terms, of a commercially reasonable Access Agreement between Landlord and Tenant mutually acceptable to both parties.
(iii) The parties will use commercially reasonable efforts to negotiate a Purchase and Sale Agreement in a form reasonably acceptable to Landlord and Tenant and execute such Purchase and Sale Agreement on or before March 1, 2021. Closing (hereinafter defined)shall occur on November 1, 2021. The Leased Premises shall be conveyed and sold to Tenant in its “As-Is” condition and without any representation or warranty, express or implied, except as otherwise agreed in the Purchase and Sale Agreement. Landlord shall convey the Property to Tenant Leased Premises by appropriate documents containing a special warranty deed of title and subject only to encumbrances of record (except for monetary liens expressly granted by Landlord) and other encumbrances consented to by Tenant or caused by Tenant. As the "Deed") Lease provides that Tenant shall pay for ad valorem taxes and insurance, there will be no proration of taxes or insurance and no sales commission shall be due by any party hereunder, Landlord’s proceeds at the closing shall not be diminished by any commission in form connection with the conveyance of the Leased Premises pursuant to this Option. Each party shall pay all legal fees incurred by such party in connection with the Option, the exercise thereof and substance ---- reasonably acceptable any transfer of the Leased Premises pursuant to Tenant and Landlordthe Option.
(div) The Any unused portion of the Tenant Allowance (as defined in Exhibit B) shall be credited against the portion of the purchase price due from Tenant at the closing of the transaction sale of the Leased Premises pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateOption.
(ev) At Upon the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount closing of the Base Purchase Pricesale of the Leased Premises pursuant to the Option, containing no liens against the Landlord's fee interest parties shall execute an agreement terminating this Lease. For the avoidance of doubt, the Lease shall continue in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in full force and pertaining effect until the sale of the Leased Premises pursuant to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contractsOption.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant Lessee shall have the option to elect to purchasepurchase the Premises at Fair Market Value, payable in cash at closing, said option being exercisable by Lessee at any time during the sixty-first Term by written notice given by Lessee to Lessor. If this option is exercised by Lessee, closing shall be held within sixty (61st60) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionnotice of exercise at a time and place, all and on a date, reasonably satisfactory to Lessor and Lessee (the Term shall be extended, if necessary, through and including the date of Landlordclosing). Title to the Premises shall be conveyed free of any liens or encumbrances, and subject only to current year's rightad valorem taxes, applicable building restrictions, easements for utilities servicing the Premises, and such other conditions of title as may not, in Lessee's sole discretion, adversely affect the use of the Premises by Lessee or as may be approved by Lessee (the "Permitted Exceptions"). Immediately following the date of exercise of this option, Lessor shall furnish Lessee with a commitment for a standard owner's title insurance policy, ATLA Form B, reflecting only Permitted Exceptions and interest standard printed exceptions (the "Commitment"). Immediately following closing, Lessor shall furnish Lessee with an owner's title insurance policy issued in conformity with the PropertyCommitment. The cost of the title insurance Commitment and policy shall be borne by Lessor; provided, including without limitationhowever, that the cost of any special endorsements shall be borne by Lessee; and, further provided, that if Lessee obtains a mortgage title insurance policy at closing, the buildingscost of the combined owner's and mortgagee's policies shall be divided equally between Lessor and Lessee. Ad valorem taxes, parking lotrent due under the Lease, fixtures utilities and improvements constructed on any insurance or other prepaid items assumed by the landLessee shall be prorated as of the date of closing. Title to the Premises shall be conveyed by general warranty deed in form acceptable for recording, all of Landlord's equipment, machinery, furniture, inventory subject only to the Permitted Exceptions. Lessor and other personal property located upon and used Lessee shall each bear their respective costs in connection with the operation exercise of the Propertyoption and the closing, including attorney's fees. At Lessee shall bear the same time cost of recording the deed, the cost of any survey obtained by Lessee, and all costs related to any financing obtained by Lessee. Except for any prepaid rent, Lessee is not entitled to a credit for rental payments paid by the Lessee during the Term of the Lease. The Lessor and Lessee shall attempt to determine the Fair Market Value by mutual agreement within fifteen (15) days after Lessee gives notice of its exercise of the option. However, if the parties cannot reach agreement on the Fair Market Value, the following provisions shall apply:
a. Lessor and Lessee shall each select a qualified real estate appraiser within the next fifteen (15) days. Each appraiser must demonstrate to the reasonable satisfaction of both Lessor and Lessee that he has significant experience in appraising similar properties.
b. The Fair Market Value shall be determined by the appraisers within thirty (30) days thereafter. Each of the appraisers shall be instructed to prepare an appraisal of the Premises in accordance with the following instructions: The method of valuing the property shall use any one or a combination of appropriate appraisal methodologies (i.e., replacement cost, comparable sales, and income); provided, however, that any valuation based upon the income approach (i.e., the capitalization of net rental amounts abstracted from comparable real estate leased for similar uses) shall exclude from consideration this Lease and the rental provided for herein. The appraised value is to be a single value, not a range of values and not a schedule of different values based upon different methodologies or different assumptions. The value of any alterations, additions or improvements to the Premises made by Lessee shall be included in the determination of Fair Market Value If the appraised values determined by the two appraisers do not differ by more than ten percent (10%), the purchase price shall be the average of the two values. If the difference is more than ten percent (10%), and the two appraisers cannot agree upon a value (in which event such agreed value shall be binding upon Lessor and Lessee), the two appraisers shall select a third appraiser within fifteen (15) days thereafter. The third appraiser shall be instructed to select a value within the range of values established by the initial two (2) appraisals, within twenty (20) days after his appointment, following the instructions set forth above, and the Fair Market Value so selected by the third appraiser shall be binding upon Lessor and Lessee as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingPremises.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Hughes Supply Inc)
Purchase Option. 26.1 In accordance with the provisions of Article L.313-7 (second paragraph) of the French Code Monétaire et Financier, the Lessor hereby undertakes, for the benefit of the Lessee, to sell to the Lessee, at the election of the Lessee (the “Purchase Option”) the Assets contemplated in this Lease on the terms set out in this Clause 26.
26.2 The Lessee shall be entitled to request the exercise of the Purchase Option:
(a) Landlord hereby grants to Tenant upon the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month expiration date of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.Lease Term; or
(b) on the fifth (5th) anniversary date of the Substantial Completion Date and thereafter on each semi-annual anniversary of the Substantial Completion Date.
26.3 The total base exercise of the Purchase Option must be requested by registered letter with return receipt requested sent to the Lessor:
(a) no less than twenty (20) days and no more than ninety (90) days in advance, in respect of a request for exercise between the fifth (5 th ) anniversary of the Substantial Completion Date and eleventh (11 th ) anniversary of the Substantial Completion Date; or
(b) three (3) months prior to the expiration date, in respect of a request for exercise upon the end of the Lease Term.
26.4 The exercise of the Purchase Option is subject to the full and complete performance by the Lessee of all of its obligations under this Lease that have fallen due for performance by the date of exercise of the Purchase Option.
26.5 The purchase of the Assets by the Lessee shall be:
(a) recorded under a notarised agreement (to the extent required under Applicable Law in New Caledonia) and all the charges, duties, levies, Taxes and fees (if any) in connection with such purchase shall be borne by the Lessee; and
(b) under the ordinary de facto and legal terms and conditions without any warranty to be offered by the Lessor, acting in its capacity as the seller and with its contents and in the “as is” condition of the Assets as at the date of such transfer. The Lessor undertakes to execute any documentation and to take any steps required to effect such purchase and the transfer of the Assets.
26.6 The purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent calculated in accordance with Annex 10 of Appendix 3. The Lessor agrees that the Lessee will be deemed to have paid the amounts described in paragraphs (95%a) and (b) of the fair market value definition of Termination Value if the Lessee, or another Person acceptable to the Lender, executes an assumption (novation) of all amounts, whether actual or contingent, payable by the Lessor to the Lender under the terms of the ----- Property as Loan Agreement (such fair market value is agreed upon assumption having been consented to by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company Lender in accordance with the terms of this Agreement insuring Tenant's title in the amount Clause 21 of the Base Purchase Price, containing no liens against the Landlord's fee interest in the PropertyLoan Agreement).
26.7 It is expressly agreed and understood that the Lessor alone shall be bound by this Purchase Option, which is accepted by the Lessee as a mere option (3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇promesse).
(4) A duly executed and acknowledged assignment in favor 26.8 For the avoidance of Tenant of all servicedoubt, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company Parties agree that upon payment of the Landlord's closing representatives' power and authority to consummate purchase price under Clause 26.6, the transactionsLease Term will terminate.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Inco LTD)
Purchase Option. The Option Holder's Shares and Options are subject to repurchase as provided below in subsections (ai) Landlord hereby grants to Tenant through (vii) below:
(i) If the Option Holder's active service with the Company or a Subsidiary is terminated by the Option Holder other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first Purchase Option is exercised, the Grantor (61stas defined below) through shall sell to the sixty-fourth Company and/or its assignee(s), all or any portion (64that the Company's option) month of the Term Shares and/or Options held by the Grantor (such Shares and during Options collectively being referred to as the one hundred and twentieth "Purchasable Shares"),
(120thii) month The Company shall give notice in writing to the Grantor of the Term and to close the purchase within 60 days exercise of the election, all Purchase Option within one (1) year after the Date of Landlord's right, title and interest Termination (as defined in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery Employment Agreement) of the Option Exercise Notice (hereinafter defined) Holder's service. Such notice shall state the number of Purchasable Shares to Landlordbe purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, Tenant may elect the Purchase Option shall be deemed to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinhave terminated.
(biii) The total base purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be, in the case of any Shares, the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased, and in the case of any Option, the Book Value per share (less the applicable per share Option exercise price) times the number of vested Shares (including by acceleration if applicable) subject to such Option which are being purchased by the Company. The purchase price for the Property (the "Base Purchase ------------- Price") Purchasable Shares shall be ninety-five percent (95%) paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute of Real Estate Appraisers purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with at least five years of experience appraising property comparable the cash purchase price being reduced to the extent of, and in paid to the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties holder of, all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingthen pledged or encumbered.
(civ) At To ensure the Closing (hereinafter defined)enforceability of the Company's rights hereunder, Landlord each certificate or instrument representing Shares or Options shall convey bear a conspicuous legend in substantially the Property to Tenant by special warranty deed (the following form: "DeedTHE SHARES REPRESENTED BY THIS CERTIFICATE [ISSUABLE PURSUANT TO THIS AGREEMENT] ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(dv) The closing of the transaction pursuant to the Option Exercise Notice Company's rights under this paragraph (the "Closing"m) shall be at terminate upon the main office consummation of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing datean Initial Public Offering.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord Lessor hereby grants to Tenant Lessee the one-time option to elect to purchasepurchase the Premises (“Purchase Option”), during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous subject to the Property upon the same following terms and conditions set forth herein.conditions:
(bi) The total base purchase price for To exercise the Property Purchase Option, Lessee shall give written notice to Lessor (the "Base Purchase ------------- Price") shall be ninety-five percent (95%“Exercise Notice”) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's ▇▇▇▇▇▇’s election to purchase the Property (Premises, provided that the "Option Exercise Notice"), then the fair market value Notice shall be determined by an ---------------------- appraiser selected by given between the parties who is a member first day of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to fourth (4th) Lease Year and in the geographic area last day of the Propertyseventh (7th) Lease Year. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ ’s failure to give the Exercise Notice by the last day of sale conveying title to all personalty and all intangible property the seventh (7th) Lease Year, whether due to ▇▇▇▇▇▇’s oversight or otherwise, shall render the Purchase Option null and void.
(ii) The purchase price for the Premises (the “Purchase Price”) shall be calculated so that it results in an eleven and one-half percent (11.5%) internal rate of return for Lessor on its investment in the Premises, determined on an unlevered basis, after consideration of all fees and expenses incurred by Lessor during the Term, including the initial price paid by Lessor, any costs to improve the Premises paid by Lessor (including the Entitlements and the Work), and all transaction costs associated with the acquisition of the Premises.
(iii) Within fifteen (15) days of the determination of the Purchase Price, Lessee shall notify Lessor in writing (the “Confirmation Notice”) of ▇▇▇▇▇▇’s election to proceed with the purchase of the Premises for the Purchase Price in accordance with the terms and conditions of this Section 4. Lessee’s failure to provide the Confirmation Notice within said fifteen (15) day period, whether due to ▇▇▇▇▇▇’s oversight or otherwise, shall be deemed a rejection of the Purchase Price and render the Purchase Option null and void. The giving of the Confirmation Notice shall obligate Lessor to sell and Lessee to purchase the Premises on the terms and conditions set forth in this Section 4. The closing (“Closing”) of the purchase and sale of the Premises shall occur at the offices of Lessor’s counsel on a date specified by Lessee, but in no event later than one hundred eighty (180) days following ▇▇▇▇▇▇’s delivery of the Confirmation Notice (“Closing Date”), at which time the deed shall be delivered and the transaction consummated, unless the parties shall otherwise agree in writing. The parties may agree to close through an escrow with ▇▇▇▇▇▇’s or ▇▇▇▇▇▇’s counsel, whereby Lessor, ▇▇▇▇▇▇ and their attorneys need not be physically present at the Closing and may deliver documents by overnight courier or other means. Notwithstanding the foregoing, the Closing Date may be extended without penalty at the option of Seller to a date not later than thirty (30) days following the Closing Date specified above to satisfy any condition to Closing, including without limitation, any breach of a representation or warranty. During the period between the Exercise Notice and the Closing Date, this Lease shall remain in full force and effect in accordance with the terms and provisions thereof.
(iv) If Lessee shall have given the Confirmation Notice as provided above, Lessor shall execute, acknowledge (where required) and deliver the following documents on the Closing Date (to the extent such instruments are then required or utilized to effectuate the conveyance by Lessor to Lessee of all of Lessor’s rights, title and interest in and to the Premises in accordance with, and subject to, the applicable provisions of this Lease):
(a) A duly executed grant deed in substantially the same form as the deed pursuant to which ▇▇▇▇▇▇ acquired title to the Premises;
(b) A certification of Lessor’s non-foreign status in such form as may be prescribed by federal regulations;
(c) All transfer tax statements, declarations and acknowledged assignment in favor filings as may be necessary or appropriate for the consummation of Tenant of all servicePurchase Option; and
(d) All other instruments then required and utilized to effectuate such conveyance.
(v) If Lessee shall have given the Confirmation Notice as provided above, employment ▇▇▇▇▇▇ shall execute, acknowledge (where required) and management contracts deliver on the Closing Date such instruments and documents as are then required or utilized to effectuate the conveyance by Lessor to Lessee of all of Lessor’s rights, title and interest in and to the Premises in accordance with, and subject to, the applicable provisions of this Lease.
(vi) Provided the Purchase Option closes as contemplated herein, the Term shall end on the Closing Date, but all obligations and liabilities of Lessee which accrue on or prior to the Closing Date shall survive the Closing Date. If Lessee shall have given the Confirmation Notice but for any reason fails to fulfill its obligation to purchase the Premises (except for a default by Lessor under this Section 4), including, without limitation, closing on the Closing Date, (i) the Purchase Option shall be rendered null and void, (ii) this Lease shall remain in full force and pertaining effect and the parties shall remain fully obligated under the terms and conditions hereof, and (iii) Lessee shall reimburse Lessor for all fees, costs and expenses of any kind or nature (including without limitation reasonable attorneys’ fees, including the cost of in-house counsel) incurred by Lessor in connection with the Purchase Option upon demand. ▇▇▇▇▇▇’s failure to reimburse Lessor for all such fees, costs and expenses within ten (10) days following Lessor’s demand therefor shall constitute an Event of Default under this Lease. If Lessor defaults in its obligations under this Section 5 subsequent to delivery of the Confirmation Notice, Lessee may, as its sole and exclusive remedy, elect to sue for specific performance.
(vii) Lessee shall pay all charges incident to such conveyance, including counsel fees (other than Lessor’s counsel fees), escrow fees, recording fees, title insurance premiums and all applicable federal, state and local taxes (including transfer taxes, but excluding income or franchise taxes levied upon or assessed against Lessor) which may be incurred or imposed by reason of such conveyance.
(viii) Lessee shall accept title to the Property Premises subject to all liens, encumbrances, charges, violations, defects, exceptions and designated restrictions on, against or relating to the Premises (including those arising pursuant to the terms of this Lease) that exist on the Closing Date, and subject to all applicable legal requirements, except for any liens or encumbrances created by Lessor (including any Lessor mortgages).
(ix) The Premises shall be conveyed “AS IS,” “WHERE IS,” and “WITH ALL FAULTS AND DEFECTS.” ▇▇▇▇▇▇ agrees that Lessor shall not be responsible or liable to Lessee for any defects, errors or omissions, or on account of any conditions affecting the Premises. Lessee, its successors and assigns, and anyone claiming by, through or under ▇▇▇▇▇▇, hereby fully releases Lessor and executed copies Lessor’s Indemnified Parties from, and irrevocably waives its right to maintain, any and all claims and causes of action that it or they may now have or hereafter acquire against Lessor or Lessor’s Indemnified Parties with respect to any and all such contractsclaims, damages, costs, expenses or losses arising from or related to any defects, errors, omissions or other conditions affecting the Premises. The provisions of this Section 4 shall survive the Closing of the sale and purchase of the Premises pursuant to the Purchase Option.
(5x) Evidence reasonably satisfactory The acceptance of title to Tenant the Premises by ▇▇▇▇▇▇ shall be deemed to be full performance and discharge of any and all obligations on the Title Company part of Lessor to be performed pursuant to the Landlord's closing representatives' power provisions of this Section 4, except where such agreements and authority obligations are specifically stated to consummate the transactionssurvive.
(fxi) Subject Lessor represents and warrants to Lessee that ▇▇▇▇▇▇ has not created any legal right or claim for a commission in favor of any broker with respect to the purchase of the Premises pursuant to the Purchase Option. Lessee represents to Lessor that ▇▇▇▇▇▇ has not created any legal right or claim for a commission in favor of any broker with respect to the sale and purchase of the Premises pursuant to the Purchase Option. Lessor and ▇▇▇▇▇▇ hereby indemnify each other against, and agree to hold each other harmless from, any liability or claim (and all expenses, including reasonable attorneys’ fees, incurred in defending any such claim or in enforcing this indemnity) for a real estate brokerage commission arising out of or in any way connected with any claimed dealings with the indemnitor and relating to the sale and purchase of the Premises pursuant to the Purchase Option. The provisions of this indemnification shall survive the Closing of the sale and purchase of the Premises pursuant to the Purchase Option.
(xii) Lessee hereby waives any right to record against the Premises or any interest of ▇▇▇▇▇▇ in the Premises any notice, memorandum, lis pendens, claim, lien or other instrument providing record notice of ▇▇▇▇▇▇▇▇'s full performance ’s exercise of the conditions precedent listed in Purchase Option or intention to purchase the Premises. If Lessee fails to exercise the Purchase Option for any reason, or fails to fulfill its obligation to purchase the Premises once the Purchase Option has been exercised for any reason, Lessee shall execute any and all documentation that may be required by paragraph (e) aboveLessor to evidence that the Purchase Option is null and void, at and to allow Lessor to convey and/or transfer the Closing, Tenant shall: -------------
(1) Pay to Landlord Premises free and clear of the Base Purchase Price in cashOption.
(2xiii) Furnish evidence reasonably satisfactory The Purchase Option is unique and personal to Landlord Lessee, and the Title Company no assignment of the Tenant's and Purchase Option shall be valid without the prior written consent of Lessor, which may be granted or withheld in ▇▇▇▇▇▇'s closing representatives' power ’s sole and authority to consummate the transactionsabsolute discretion.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement
Purchase Option. (a) Landlord The Pledgor hereby grants to Tenant the Pledgee an option to elect to purchase, during purchase the sixty-first (61st) through the sixty-fourth (64th) month shares of the Term and during the one hundred and twentieth (120th) month Company’s common stock issuable upon conversion of the Term and Shares (but expressly excluding the Dividend Stock) (the “Conversion Shares”) in whole or in part at a fixed price of $3.15 per Conversion Share, which price shall not be subject to close any adjustment consequent upon the purchase within 60 days Company’s grant of a common stock dividend as described in section 2(a) of this Agreement or the Pledgor’s receipt of any Dividend Stock consequent upon a conversion of the election, all Shares (“Pledgee Option”). The Pledgee shall exercise the Pledgee Option by giving written notice to Pledgor of Landlord's right, title the number of Conversion Shares for which Pledgee is exercising the Pledgee Option (“Option Notice”). Upon receipt of an Option Notice the Pledgor shall convert the required number of Shares to deliver sufficient shares of common stock to the Pledgee. Any excess common shares acquired on such conversion shall be delivered to the Pledgor to hold pursuant to this Agreement and interest included in the PropertyShares. Simultaneously with sending the Option Notice of the Pledgor, including without limitationPledgee shall he entitled to a DWAC transfer the Conversion Shares being purchased pursuant to such Option Notice to the Pledgee. Pledgee shall pay for the Conversion Shares by giving the Pledgor a future credit against his Obligations under this Agreement. Upon Pledgee’s infeasible receipt of payments equal to the Option Obligations, the buildings, parking lot, fixtures and improvements constructed on Pledgee shall assign the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation balance of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to LandlordNote, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous if any, to the Property upon Pledgor. Notwithstanding anything to the same terms and conditions set forth herein.
contrary contained in this Agreement, the Pledgee Option shall not be exercisable by the Pledgee, to the extent (bbut only to the extent) The total base purchase price for that after giving effect to such exercise the Property Pledgee (together with its affiliates) would beneficially own in excess of 4.99% (the "Base Purchase ------------- Price") shall be ninety-five percent (95%“Maximum Percentage”) of the fair market value common stock of the ----- Property as such fair market value Company. To the extent the above limitation applies, the determination of whether the Pledgee Option is agreed upon exercisable (vis-à-vis other convertible, exercisable or exchangeable securities owned by the parties. If the parties are unable Pledgee or any of its affiliates) and subject to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice")such Maximum Percentage limitation, then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member Pledgee. No prior inability to exercise the Pledgee Option pursuant to this paragraph shall have any effect on the applicability of the American Institute provisions of Real Estate Appraisers this paragraph with at least five years of experience appraising property comparable respect to and in the geographic area of the Property. Such appraiser's any subsequent determination of the fair market value exercisability. For purposes of the Property shall be binding on the parties. If the parties are unable this paragraph, beneficial ownership and all determinations and calculations (including, without limitation, with respect to agree upon the selection calculations of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing"percentage ownership) shall be at determined in accordance with Section 13(d) of the main office 1934 Act and the rules and regulations promulgated thereunder. The provisions of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), this paragraph shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed implemented in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company a manner otherwise than in accordance strict conformity with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title paragraph to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by correct this paragraph (eor any portion hereof) above, at which may be defective or inconsistent with the Closing, Tenant shall: -------------
(1) Pay intended Maximum Percentage beneficial ownership limitation herein contained or to Landlord the Base Purchase Price in cashmake changes or supplements necessary or desirable to properly give effect to such Maximum Percentage limitation.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Stock Pledge Agreement (Generex Biotechnology Corp)
Purchase Option. (a) Landlord hereby grants to Tenant the an option to elect to purchase, during purchase the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest Demised Premises in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection accordance with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinprovisions of this Section 18.1 (the "Option to Purchase").
(b) The total base purchase price for Commencing on the Property (Lease Commencement Date, Tenant may exercise the "Base Option to Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery giving written notice of Tenant's election to purchase the Property Demised Premises to Landlord (the "Option Exercise Purchase Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At The purchase price for the Closing (hereinafter defined), Landlord Option to Purchase shall convey be an amount equal to the Property to Tenant by special warranty deed sum of (the "DeedOption Purchase Price"): (i) any prorated Rent not yet due and payable and any other amounts due and payable by Tenant to Landlord under this Lease, (ii) (A) the outstanding principal amount of any debt relating to the Demised Premises or otherwise secured by the Demised Premises together with any accrued interest thereon and any other amounts, fees, penalties, premiums (including, without limitation, the "Make-Whole Amount" as such term is defined in the security documents of Mortgagee) or charges due or required in order to payoff and fully satisfy such debt, or (B) the full and complete assumption, in writing and in accordance with all applicable law, by Tenant of the outstanding principal amount of any debt relating to the Demised Premises or otherwise secured by the Demised Premises on a full recourse basis together with any accrued interest thereon and any other amounts, fees, penalties, premiums (including, without limitation, the "Make-Whole Amount") or charges due or required in form order to fully assume such debt and substance ---- the full and complete release of Landlord and any other parties of any and all obligations or liabilities relating thereto, such assumption to be accompanied by opinions of counsel for the benefit of Mortgagee and such other documents as are reasonably acceptable required by Mortgagee to evidence such assumption, (iii) $485,000, and (iv) all reasonable out of pocket costs and expenses associated therewith or related thereto, including, without limitation, legal fees and any of the foregoing. As Tenant is responsible for any and Landlordall costs and expenses associated with the ownership, operation, maintenance and repair of the Demised Premises, there shall be no proration of expenses benefitting Tenant.
(d) Tenant shall perform any due diligence and obtain the consent of any third parties, including, without limitation, any lenders, prior to exercise of the Option to Purchase and upon such exercise Tenant shall be deemed to be satisfied with its investigations and shall have obtained any such consent. The closing shall occur on a date agreed to by Landlord and Tenant that is not later than 30 days after the issuance of the transaction pursuant to Purchase Notice and in the Option Exercise Notice (the "Closing"event of an assumption under Section 18(c)(ii)(B) shall be at the main office of Old Republic Titleabove, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateshall occur on a date agreed upon by Landlord, Tenant and the lender of such debt to Landlord that is not later than 30 days after issuance of the Purchase Notice.
(e) At the Closingclosing, Landlord shall execute a settlement statement and deliver a limited warranty deed to the Demised Premises, a vendor's affidavit sufficient to allow Tenant to cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title insurance company to delete the standard exceptions relating to parties in possession and mechanics' liens as the amount of same relate to Landlord's activities, a non-foreign affidavit, a sales disclosure form and any other documents that are then required by law to be provided by a seller in such instance. At the Base closing, Tenant shall execute a settlement statement, deliver a sales disclosure form and any other documents that are then required by law to be provided by a purchaser in such instance and shall deliver the Option Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining by wire transfer to the Property and designated title company for disbursement to Landlord. Rent shall be prorated to the date of closing, but Rent shall continue to be payable by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and after the Title Company exercise of the Landlord's closing representatives' power and authority Option to consummate Purchase through the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance date of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Companyclosing. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) be responsible for all costs of any escrow fee charged by the Title Company;title insurance and other closing costs.
Appears in 1 contract
Sources: Lease Agreement
Purchase Option. So long as the Credit Agreement is in effect, the Seller shall have the right to repurchase in full (abut not in part) Landlord hereby grants to Tenant the option to elect to purchasePurchased Interest from the Issuer on any Settlement Date on the terms hereinafter set forth in this Section 5.14 (such date, during the “Repurchase Date”). The Seller shall give the Administrator at least sixty (60) days’ prior written notice of such repurchase. The Repurchase Date shall occur not later than the Settlement Date immediately after the sixty-first (61st) through day period following Seller’s written notice of such repurchase to the sixty-fourth (64th) month Administrator. Upon payment of the Term and during full Repurchase Price for the one hundred and twentieth Purchased Interest on the Repurchase Date, as herein provided, the Issuer shall be deemed to have reconveyed the Purchased Interest to the Seller without recourse, representation or warranty. The Seller shall pay such repurchase price (120ththe “Repurchase Price”) month for the Purchased Interest on the Repurchase Date in immediately available funds to the Administrator in an amount equal to the sum of (i) the aggregate of the Term Discount accrued for each Portion of Capital for the Issuer accrued to and including the Repurchase Date, (ii) the Capital for the Issuer, (iii) all amounts payable pursuant to close Sections 1.5, 1.7, 1.8 or 5.4 or Article III accrued to and including the purchase within 60 days Repurchase Date, (iv) all other fees, costs, expenses and other obligations of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser Seller and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction Servicer pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount Transaction Documents that are payable as of the Base Purchase PriceRepurchase Date, containing no liens against and (v) if UGI is not the Landlord's fee interest in Servicer, the Property.
(3) A duly executed and acknowledged ▇▇▇▇ Issuer’s Share of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining the Servicing Fee allocated to the Property Purchased Interest that has accrued to and designated by ▇▇▇▇▇▇, and executed copies of all such contractsincluding the Repurchase Date.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Provided this Lease is in full force and effect and no Event of Default exists hereunder and subject to the other terms and conditions of this Article 47, Tenant shall have an option (the "Purchase Option") to purchase from Landlord hereby grants to Tenant either on the option to elect to purchase, during the sixty-first (61st) through the sixtytwenty-fourth (64th24th) or thirty-sixth (36th) month anniversary of the Term Commencement Date (either date being referred to herein as the "Purchase Date") the Demised Premises and during all other assets acquired by Landlord from Tenant pursuant to the one hundred purchase agreement (the "Original Purchase Agreement") dated as of September __, 1999, between Landlord, as purchaser, and twentieth Tenant, as seller (120ththe Demised Premises and such other assets being referred to herein as the "Assets"). The Purchase Option shall be exercised by written notice (the "Purchase Option Notice") month delivered to Landlord no later than the date which is six (6) months prior to the Purchase Date. Time shall be of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used essence in connection with the operation exercise of the Property. At Purchase Option and the same time as the Tenant's delivery of notice to exercise the Purchase Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property shall be irrevocable upon the same terms and conditions set forth hereindelivery.
(b) The total base purchase price for the Property purchase by Tenant of the Assets pursuant to the terms of this Article 47 shall be $45,600,000.00 (the "Base Purchase ------------- Option Price") less any amounts applied thereto pursuant to terms of this Lease which amount shall be ninety-five percent paid to Landlord by wire transfer in immediately available New York funds on the Purchase Option Closing Date (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the partiesdefined herein). If the parties are unable Tenant shall execute and deliver to agree upon the fair market value of the Property Landlord within ten (10) days after delivery the Purchase Date a purchase agreement (the "Purchase Option Purchase Agreement") containing representations and warranties substantially the same form as in the Original Purchase Agreement, except to the extent necessary to make the representations and warranties contained in the Original Purchase Agreement true, complete and correct in all material respects. The Purchase Option Purchase Agreement shall otherwise be in form and content reasonably acceptable to Landlord and Tenant and shall be consistent with typical commercial real estate purchase agreements by and between institutional commercial real estate buyers and sellers desiring, but under no compulsion, to buy and sell. If Landlord and Tenant cannot agree as to the terms and conditions of such agreement, the parties shall submit such disagreements to arbitration as contemplated in Section 10.5 above. In no event, however, shall Landlord have any termination rights under the Purchase Option Purchase Agreement except in the event of Tenant's election default and failure to purchase cure under the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member terms and conditions of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingOption Purchase Agreement.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed The closing (the "DeedPurchase Option Closing") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction sale under the Purchase Option Purchase Agreement shall occur on or before the date (the "Purchase Option Closing Date") which is the later of ten (10) days after mutual execution and delivery of the Purchase Option Purchase Agreement or thirty (30) days after the Purchase Date. The conveyance documents delivered pursuant to the Purchase Option Exercise Notice (the "Closing") Purchase Agreement shall be in substantially the same form as the conveyance documents delivered pursuant to the Original Purchase Agreement. If the Purchase Option Closing shall not occur on or before the Purchase Option Closing Date for any reason except by reason of force majeure or Landlord's default under the Purchase Option Purchase Agreement, the Purchase Option, at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company")Landlord's option, shall be held at 10:00 o'clock a.m., ------------- Arlington time, on void and of no further effect. If Landlord elects to void the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to Option ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Net Lease (Wam Net Inc)
Purchase Option. Seller hereby gives and grants to Buyer the exclusive and irrevocable right and option to purchase the Facility ("Purchase Option") during the Term on the sixth (6th), eleventh (11th) and twentieth (20th) anniversaries of the Commercial Operation Date and upon the expiration of the Initial Term or any Renewal Term (as extended in accordance with this Agreement) under customary terms and conditions for the purchase and sale of a facility of this type and size, satisfactory to Buyer, which terms and conditions shall provide, among other things, that Seller shall transfer to Buyer the Facility and all related tangible and intangible assets, including all drawings and specifications, warranties, software rights and other intellectual property, free and clear of all liens and encumbrances and shall assign all contract rights and interests related to the development, design, engineering, procurement, construction, operation and maintenance of the Facility, including the benefits of any indemnification rights and remedies regarding infringement of intellectual property rights obtained from the Construction Contractor or its major equipment suppliers. The purchase price to be paid by Buyer in connection with any exercise of the Purchase Option shall be the Fair Market Value of the Facility, as determined pursuant to this Section 19.2. For the avoidance of doubt, the sale and purchase of the Facility shall include all Environmental Attributes associated with any energy that will be produced by the Facility following such sale and purchase.
(a) Landlord hereby grants In the event Buyer desires to Tenant exercise its Purchase Option, within ninety (90) Days prior to the option applicable date set forth in Section 19.2(a), Buyer shall deliver to elect Seller a non-binding written notice of its intent to purchaseexercise its Purchase Option (the "Notice of Intent to Purchase"), during following which the sixty-first Parties shall have thirty (61st30) through Days to negotiate the sixty-fourth (64th) month Fair Market Value of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinFacility.
(b) The total base purchase price for the Property (the For purposes of this Section, "Base Purchase ------------- Price") shall be ninety-five percent (95%) of Fair Market Value" means the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingParties.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Power Purchase Agreement
Purchase Option. (a) Landlord hereby grants At any time on or after an Event of Default under the Revolving Loan Documents and the written demand by the Revolving Loan Agent to Tenant the option Borrowers for the immediate payment of all of the Revolving Loan Debt, or on or after the foreclosure by the Revolving Loan Lenders on any of the Collateral or the exercise by the Revolving Loan Lenders of any of their rights to elect to purchasesell, during collect or otherwise dispose of any Collateral, the sixty-first (61st) through Term Loan Agent for itself or the sixty-fourth (64th) month benefit of the Term and during Loan Lenders shall have the one hundred and twentieth option at any time upon five (120th5) month Business Days prior written notice to the Revolving Loan Agent to purchase all of the Revolving Loan Debt from the Revolving Loan Lenders. Such notice from the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous Loan Agent to the Property upon the same terms and conditions set forth hereinRevolving Loan Agent shall be irrevocable.
(b) The total base purchase price for On the Property date specified by the Term Loan Agent in such notice (the "Base Purchase ------------- Price") which date shall be ninety-not less than five percent (95%5) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within Business Days, nor more than ten (10) days Business Days after delivery the receipt by the Revolving Loan Agent of Tenant's the notice from the Term Loan Agent of its election to purchase the Property (the "Option Exercise Notice"exercise such option), then the fair market value Revolving Loan Lenders shall, subject to any required approval of any court or other governmental authority, sell to the Term Loan Lenders, and the Term Loan Lenders shall, subject to any required approval of any court or other governmental authority, purchase from the Revolving Loan Lenders, the Revolving Loan Debt. The Revolving Loan Agent, on behalf of the Revolving Loan Lenders hereby represents and warrants that, as of the date hereof, no such approval of any court or other governmental authority is required for such sale. The Term Loan Agent, on behalf of the Term Loan Lenders, hereby represents and warrants that, as of the date hereof, no such approval of any court or other governmental authority is required for such purchase. Notwithstanding anything to the contrary contained herein, in connection with any such purchase and sale, the Revolving Loan Lenders shall retain all rights under the Revolving Loan Documents to be indemnified or held harmless by a Borrower and Obligor in accordance with the terms thereof (which rights of the Revolving Loan Lenders, to the extent secured by the Collateral, shall be determined by an ---------------------- appraiser selected subject and subordinate to the Liens of the Term Loan Agent therein, including the Liens securing the Term Loan Debt and the Liens securing the Revolving Loan Debt that is acquired by the parties who is a member Term Loan Lenders pursuant to the exercise of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingits purchase option provided for herein).
(c) At On the Closing date of such purchase and sale, the Term Loan Lenders shall:
(hereinafter definedi) pay to the Revolving Loan Agent, as the purchase price therefor, an amount equal to the full amount of all of the Revolving Loan Debt then outstanding and unpaid (including principal, interest, fees and expenses, including reasonable attorneys’ fees and legal expenses);
(ii) furnish cash collateral to the Revolving Loan Agent in such amounts as the Revolving Loan Agent determines is reasonably necessary to secure the Revolving Loan Lenders in connection with any issued and outstanding Letter of Credit Accommodations (but in any event not in an amount greater than one hundred ten (110%) percent of the aggregate undrawn face amount of such Letter of Credit Accommodations plus the amount of any commissions, Landlord shall convey fees and expenses payable in connection therewith through the Property end of the latest expiration date of such Letter of Credit Accommodations, including reasonable attorneys’ fees and expenses);
(iii) expressly assume and adopt all of the obligations of the Revolving Loan Lenders under the Revolving Loan Documents and perform such obligations on and after the date of the purchase and sale;
(iv) agree to Tenant by special warranty deed reimburse the Revolving Loan Lenders without offset, defense or counterclaim for any loss, cost, damage or expense (the "Deed"including reasonable attorneys’ fees and legal expenses in each case) in form connection with any checks or other payments provisionally credited to the Revolving Loan Debt and substance ---- reasonably acceptable as to Tenant which the Revolving Loan Lenders have not yet received final payment and Landlordany other liabilities of the Revolving Loan Lenders to the depository banks of which any accounts are maintained for the handling of collections and the remittance thereof to the Revolving Loan Lenders; and
(v) agree to pay to the Revolving Loan Lenders within three (3) Business Days after the actual receipt by any Term Loan Lender of any payment in cash or other immediately available funds of the early termination fee pursuant to the Revolving Loan Agreement as in effect on the date of the purchase and sale of the Revolving Loan Debt to the Term Loan Lenders, an amount equal to one hundred (100%) percent of such fee actually received by the Term Loan Lenders if the notice of termination or effective date of termination occurred within ninety (90) days after the effective date of the purchase of the Revolving Loan Debt by the Term Loan Lenders.
(d) The closing Such purchase price and cash collateral shall be remitted by wire transfer in federal funds to such bank account of the transaction pursuant Revolving Loan Agent in New York, New York, as the Revolving Loan Agent may designate in writing to the Option Exercise Notice (the "Closing") Term Loan Agent for such purpose. Interest shall be at calculated to but excluding the main office of Old Republic TitleBusiness Day on which such purchase and sale shall occur if the amounts so paid by the Term Loan Lenders to the bank account designated by the Revolving Loan Agent are received in such bank account prior to 12:00 noon, 1501 SummitNew York City time, ------- Fort Worth, Texas (the "Title Company"), and interest shall be held at 10:00 o'clock a.m.calculated to and including such Business Day if the amounts so paid by the Term Loan Lenders to the bank account designated by the Revolving Loan Agent are received in such bank account later than 12:00 noon, ------------- Arlington New York City time, on the closing date.
(e) At the Closing, Landlord Such purchase shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy expressly made without representation or warranty of Title Insurance covering the Property issued any kind by the Title Company in accordance with Revolving Loan Lenders as to the terms of this Agreement insuring Tenant's title in Revolving Loan Debt, the Collateral or otherwise and without recourse to the Revolving Loan Lenders, except that each Revolving Loan Lender shall represent and warrant to the Term Loan Lenders that: (i) the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest Revolving Loan Debt being purchased as reflected in the Property.
books and records of such Revolving Loan Lender (3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts but without representation or warranty as are then in force and pertaining to the Property collectibility, validity or enforceability thereof), (ii) such Revolving Loan Lender owns the Revolving Loan Debt free and designated clear of any Liens created by ▇▇▇▇▇▇, such Revolving Loan Lender and executed copies of all (iii) such contracts.
(5) Evidence reasonably satisfactory Revolving Loan Lender has the right to Tenant assign the Revolving Loan Debt and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactionsassignment is duly authorized.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance Upon the purchase by the Term Loan Lenders of the conditions precedent listed Revolving Loan Debt pursuant to this Section 2.6, (i) the Term Loan Lenders shall indemnify and hold each Revolving Loan Lender harmless from and against all loss, cost, damage or expense (including attorneys’ fees and legal expenses) suffered or incurred by such Revolving Loan Lender arising from or in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay any way relating to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company actions or omissions of the Tenant's Term Loan Lenders after such purchase and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1ii) the cost Revolving Loan Lenders shall indemnify and hold each Term Loan Lender harmless from and against all loss, cost, damage or expense suffered or incurred by such Term Loan Lender arising from or in any way relating to the actions or omissions of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;Revolving Loan Lenders prior to such purchase.
Appears in 1 contract
Purchase Option. During the initial two (a2) Landlord hereby grants years of this Lease, Tenant shall have the option, by delivery of thirty (30) days written notice to Landlord, to purchase the following Buildings: 1707, 5906, 5943, 6285, 6055, 6056, 6253, 6185, 6309, 6420 (the "Option Buildings"). The purchase option is available only if Tenant the option agrees to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month acquire each of the Term and during the one hundred and twentieth (120th) month Buildings subject to such option. The purchase price shall be payable in cash in an amount equal to 102% of the Term and Purchase Price allocated to close such Buildings on Exhibit C, with Tenant paying all closing costs (i.e., title insurance premiums, transfer taxes, recording costs, etc.) of acquiring the purchase within 60 days Buildings. Landlord shall convey the Buildings by special warranty deed, subject only to such title exceptions substantially similar to those existing upon Landlord's acquisition of the electionBuildings. At closing, the Base Rent due hereunder shall be reduced by the Rent Reduction Amount attributable to the Buildings purchased by Tenant. In the event that Tenant does not exercise its option and Landlord receives an offer to purchase the Option Buildings (or any one or more of such Option Buildings) that is acceptable to Landlord, Landlord shall provide Tenant with written notice ("Notice") of all of Landlord's rightthe material terms and conditions of such offer, title and interest shall provide Tenant with a fifteen (15) day period from receipt of the Notice to agree to purchase the Option Building(s) pursuant to the terms set forth in the Property, including without limitation, Notice. If Tenant does not accept such offer in the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation fifteen (15) day period from receipt of the PropertyNotice, Landlord shall be entitled to sell the Option Buildings pursuant to the terms set forth in the Notice at any time prior to the closing date as set forth in the Notice, or as may be extended by the parties for a period not exceeding ninety (90) days. At the same time as the Tenant's delivery This right of first refusal shall not apply, however, to (i) sales of the Option Exercise Notice (hereinafter defined) Buildings to affiliates of Landlord, Tenant may elect to purchase any (ii) consideration not payable in substantial part (i.e., more than 40%) in cash, or all vacant or undeveloped land that is contiguous to (iii) sales where the Property upon Option Buildings are part of a portfolio of properties where the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninetyOption Buildings constitute seventy-five percent (9575%) or less (in value) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingtotal assets transferred.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Restaurant Lease (Ich Corp /De/)
Purchase Option. (a) Landlord Subject to Section 5.1(b) and (d), the Lessor hereby grants to Tenant the Lessee the exclusive and irrevocable option (the “Purchase Option”) to elect to purchasepurchase the Facility, during as of any date (the sixty-first (61st“Purchase Date”) through following the sixty-fourth (64th) month fifth anniversary of the Term Documentation Date (unless the Lessee has exercised the Remarketing Option), for an amount equal to the Lease Balance plus, without duplication, any other amounts then due and during owing to any Participant or the one hundred and twentieth (120th) month of Administrative Agent under the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the PropertyOperative Documents, including without limitation, any Make-Whole Amounts (collectively the buildings, parking lot, fixtures “Purchase Price”). Such purchase and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used sale shall be effected in connection accordance with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinArticle XV.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") Option shall be ninety-five percent exercisable by notice to the Lessor (95%and concurrent notice to Administrative Agent as set forth in Section 11.2(b) of the fair market value of Participation Agreement) given not less than 30 days prior to the ----- Property as such fair market value is agreed upon by the partiesproposed Purchase Date. If the parties are unable Lessee shall not have exercised the Remarketing Option on or before 180 days prior to agree upon the fair market value of Lease Term Expiration Date, or the Property within ten (10) days after delivery of Tenant's election Facility is not sold pursuant to purchase the Property (the "Option Exercise Notice")Remarketing Option, then the fair market value Purchase Option shall be determined by an ---------------------- appraiser selected by deemed exercised and the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property Purchase Date shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingLease Term Expiration Date.
(c) At On the Closing Purchase Date, the Lessee shall pay to the Lessor (hereinafter defined), Landlord by payment to the Administrative Agent) the Purchase Price as the purchase price for the Facility. The Purchase Price payable to Lessor (by payment to the Administrative Agent) hereunder shall convey be distributed as provided for in Article X of the Property to Tenant by special warranty deed (Participation Agreement and in the "Deed") in form and substance ---- reasonably acceptable to Tenant and LandlordIntercreditor Agreement.
(d) The closing Notwithstanding anything to the contrary set forth herein, the Lessee shall have the right, at any time, to exercise the Purchase Option with respect to the entire Facility (but not less than the entire Facility) within five Business Days following the earlier of its actual knowledge of or receipt of notice of the transaction pursuant occurrence of any Lease Event of Default. Notwithstanding the notice provisions of Section 5.1(b), in the event that the Lessee elects to exercise the Purchase Option within the five Business Day period following the earlier of its actual knowledge of or receipt of notice of the occurrence of a Lease Event of Default, the Lessee’s payment to the Option Exercise Notice Lessor (by payment to the "Closing"Administrative Agent) of the Purchase Price on or prior to the fifth Business Day following such earlier date referred to above shall be at constitute sufficient notice. In the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas event that the Lessee shall not pay to the Lessor (by payment to the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, Administrative Agent) the Purchase Price on or prior to the closing date.
(e) At the Closing, Landlord shall cause the fifth Business Day following items such earlier date referred to be furnished to Tenant:
(1) The Deed above or in the form required hereinaboveevent that the Lessee provides the Lessor with written notice of its intention not to exercise the Purchase Option during such five Business Day period, ▇▇▇▇ executed the Lessee’s ability to exercise the Purchase Option shall terminate for so long as such Lease Event of Default continues. The purchase option described in Section 5.1 will not be available and acknowledged by Landlordshall terminate automatically and without notice if Lessee elects the Remarketing Option or upon the occurrence and during the continuance of a Lease Event of Default arising as a result of an Insolvency Event.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Lease Agreement (Ross Stores Inc)
Purchase Option. (a) Landlord hereby grants Prior to Tenant the Scheduled Commercial Operation Date, PacifiCorp shall have the sole option to elect purchase the Facility and all rights of Seller therein or relating thereto, for the irrevocable firm fixed price of [$ TBD], in accordance with the provisions set forth herein (the “Purchase Option”). PacifiCorp shall indicate its preliminary interest with respect to purchasethe Purchase Option, during if at all, by delivering to Seller a preliminary notice of its interest no less than a hundred and twenty (120) days prior to the sixty-first Scheduled Commercial Operation Date (61st) through the sixty-fourth (64th) month “Preliminary Interest Notice”). If PacifiCorp fails to deliver such Preliminary Interest Notice by such date, PacifiCorp's Purchase Option shall terminate. Upon PacifiCorp’s delivery of the Term Preliminary Interest Notice, Seller, at its sole cost, will provide reasonable access to the Facility, all books and during records, and all other pertinent materials and information necessary for PacifiCorp to perform the one hundred due diligence necessary to confirm its intent to purchase the Facility pursuant to the Purchase Option. All investigation and twentieth (120th) month other due diligence performed by PacifiCorp for the purpose of exercising the Purchase Option will be at its own expense. If PacifiCorp exercises its Purchase Option as provided herein, Seller shall sell, transfer, assign and convey to PacifiCorp all of the Term Facility and all rights of Seller therein or relating thereto, on an “AS IS, WHERE IS” basis, free and clear of all liens, claims, encumbrances, or rights of others arising through Seller, including good and valid title to close the purchase within 60 days Facility and Seller's rights in the Premises. In connection with such sale, transfer, assignment and conveyance, Seller shall (i) assign or otherwise make available, to the extent permitted by Requirements of the electionLaw and not already assigned or otherwise transferred to PacifiCorp, all of LandlordSeller's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures all applicable Required Facility Documents; (ii) cooperate with all reasonable requests of PacifiCorp for purposes of enabling PacifiCorp to obtain any and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used applicable Permits that are or will be required to be obtained by PacifiCorp in connection with the use, occupancy, operation or maintenance of the Facility or the Premises in compliance with Requirements of Law; and (iii) provide PacifiCorp copies of all documents, instruments, plans, maps, specifications, manuals, drawings and other documentary materials relating to the installation, maintenance, operation, construction, design, modification and repair of the Facility, as shall be in Seller's possession and shall be reasonably appropriate or necessary for the final completion and operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinFacility.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Power Purchase Agreement
Purchase Option. (a) Landlord hereby grants to Tenant the an exclusive option to elect purchase the Demised Premises (the "Purchase Option"), subject to purchasethe terms and conditions of this Section. Tenant may exercise the Purchase Option only by giving Landlord written notice of such exercise, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and delivered to close the purchase within 60 days of the election, all of Landlord's right, title and interest Landlord in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection accordance with the operation notice provisions of the Property. At the same time as the Tenant's this Lease Agreement (a "Purchase Option Notice") and by delivery of the $300,000.00 Deposit in accordance with the Terms of Sale and Purchase (as defined below). Tenant shall have the right to exercise the Purchase Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land during the period beginning on the Effective Date of this Lease Agreement and ending on the date that is contiguous to twelve (12) months after the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property Commencement Date (the "Option Exercise NoticeTerm"), then . If Tenant shall have failed to deliver the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member Purchase Option Notice to Landlord before expiration of the American Institute Option Term, the Purchase Option shall automatically expire and terminate. EXHIBIT "G" attached hereto and made a part hereof sets forth the Terms of Real Estate Appraisers with at least five years of experience appraising property comparable to Sale and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form Terms of Sale and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title CompanyPurchase"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on . If Tenant properly exercises the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company Purchase Option in accordance with this Section, automatically and immediately upon delivery of the Purchase Option Notice to Landlord (and without the requirement that the parties execute any additional documents or take any additional actions) a fully enforceable and legally binding contract containing the terms of Sale and Purchase shall be deemed to have been formed. Landlord and Tenant acknowledge that the Purchase Option has been granted and accepted as a material part of the consideration for entering into this Lease Agreement insuring and that such consideration has been received by both parties and is adequate for all purposes. Unless expired or terminated, any purchaser of the Demised Premises shall in writing delivered to Tenant fully recognize Tenant's title in rights under the amount Purchase Option. Landlord hereby consents to Tenant assigning the Purchase Option only to a third party purchaser, provided that this limited right of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts no way affects the restrictions on assignment set forth in Article 17 as are then in force and pertaining to the Property remaining rights and designated by ▇▇▇▇▇▇, and executed copies of all such contractsobligations under this Lease Agreement.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. The Tenants in Common agree that Behringer or any of its affiliates or their assigns shall have the right, while this Agreement remains in effect, to purchase a Dissenting Tenant in Common's (aas defined below) Landlord hereby grants interest in the Project as set forth in this Section 7.3. A Dissenting Tenant in Common shall mean a Tenant in Common who votes against or fails to Tenant consent to any item that requires the unanimous approval or consent of the Tenants in Common pursuant to the terms of this Agreement when at least 50% of the Tenants in Common have voted or provided consent for such action. In order to execute this option, Behringer or its affiliate shall provide written notice of its election to exercise this option to elect the Dissenting Tenant in Common at any time prior to purchase, during 45 days after the sixty-first (61st) through approval period for such vote or consent has terminated as provided in any request for such vote or consent. In the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the event that Behringer or its affiliates or their assigns exercise this purchase within 60 days of the electionoption, all of Landlordthe Dissenting Tenant in Common's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation its Interest shall transfer to Behringer or its affiliates or their assigns as of the Property. At date the same time as election to exercise the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that option is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon received by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and Dissenting Tenant in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction Common pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇Section 10.8, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance ▇ shall own all right, title and interest to such Interest as of such date; provided, however, that Behringer or its affiliates or their assigns may delay the transfer of the conditions precedent listed Interest for any length of time as specified in its election to exercise the purchase option up and required through the payment date and provided, further, that the transfer, and effective date of such transfer, shall be subject to any consent of the Lender, if required. The purchase price of the Dissenting Tenants in Common interest shall be equal to the Fair Market Value of the Interest (as defined in Section 8 of this Agreement) of the Dissenting Tenant in Common. Such purchase price sale shall be paid by paragraph (e) aboveBehringer or its affiliates or their assigns within 30 days of the determination of the Fair Market Value of the Project, and the obligation to pay the purchase price shall bear interest at the Closing, Tenant shall: -------------
(1) Pay to Landlord short term Applicable Federal Rate from the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord date of transfer through the payment date. The purchaser and the Title Company seller shall begin negotiation of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost Fair Market Value of the Owner's Policy Project within fifteen (15) days after the date of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) written notice from ▇▇▇▇▇▇▇▇'s own attorney's fees; ▇ or assignee and (c) one-half (1/2) shall follow the procedures set forth in Section 8. The allocation of any escrow fee charged by the Title Company. On or before Closing, Tenant costs and liabilities shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by be subject to the Title Company;terms set forth in Section 8.
Appears in 1 contract
Sources: Tenants in Common Agreement (Behringer Harvard Reit I Inc)
Purchase Option. Upon the condition that Tenant (or its permitted assignee) has exercised Tenant's option to renew as provided in Section 1.2 hereof, and provided that Tenant (or its permitted assignee) is not in default hereunder, Tenant (or its permitted assignee) shall have the option to purchase the Property (this "Purchase Option") upon each and all of the following terms:
(a) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) gives to Landlord, Tenant may elect and Landlord actually receives, on a date which is at least six (6) and not more than nine (9) months prior to purchase any or all vacant or undeveloped land that expiration of the Amended Lease term as extended by the exercise of the renewal option. If said notification of the exercise of this Purchase Option is contiguous to the Property upon the same terms not so given and conditions set forth hereinreceived, this Purchase Option shall automatically terminate and be of no further force and effect.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value thereof. The parties agree to meet within thirty (30) days of the ----- Property as such exercise of notice of the exercise of this Purchase Option and attempt to agree upon the fair market value is price, which if agreed upon by shall constitute the partiespurchase price. If the parties are unable to agree upon agree, then each shall appoint an appraiser with not less than five (5) years experience in the valuation of Property, the two appraisers shall appoint a third appraiser. Each appraiser shall separately appraise the Property. The three appraisals shall then be averaged, the appraisal which deviates the most from the average shall be disregarded and the remaining two appraisals and the average of the three appraisals shall then be averaged, the resulting average shall be deemed the fair market value of and shall constitute the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingprice.
(c) At The Property shall be transferred in "As Is" "Where Is" condition free of any liens other than for real estate taxes and installments of special assessments not yet due and payable and any other lien which is the Closing (hereinafter defined), Landlord shall convey obligation of the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordunder this Amended Lease.
(d) The closing date for the sale of the transaction pursuant to the Option Exercise Notice (the "Closing") Hospital Properties shall be at the main office date of Old Republic Titleexpiration of the Amended Lease term as extended by the exercise of the renewal option, 1501 Summit, ------- Fort Worth, Texas (or such other date as the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing dateparties may agree upon.
(e) At the Closing, Landlord Any dispute with respect to this Purchase Option shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company resolved in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the PropertySection 20.22 hereof.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Triple Net Hospital Building Lease (Integrated Healthcare Holdings Inc)
Purchase Option. Lessee will have the right, at its option, to purchase all (abut not less than all) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during Sites then subject to the one hundred and twentieth Lease Supplements (120thon the Expiration Date) month at a price equal to the Lease Balance (the "PURCHASE OPTION"). In order to exercise the Purchase Option, Lessee shall give irrevocable notice thereof to Lessor no later than 365 days prior to the applicable Expiration Date. If Lessee shall have elected to purchase the Sites on the Expiration 8 Master Lease Agreement 10 Date, Lessor shall, upon the payment in full of the Term Property Balance, and all accrued but unpaid Rent and Break Costs, if any, plus all other amounts and Supplemental Rent then due and payable, promptly (i) pay to close the purchase within 60 days Lenders amount equal to their Loan Balances and obtain the release and discharge of the electionLender Mortgage with respect to the Sites, (ii) obtain a reassignment by Agent to Lessor of all of Landlordthe interest, rights and privileges assigned to Agent pursuant to Assignments of Lease and Rents made in connection with the Sites and (iii) transfer by quitclaim deed (or quitclaim ground lease assignment) all of Lessor's right, title and interest in and to the Propertyapplicable Sites to Lessee or its designee, including without recourse or warranty (except as to the absence of Lessor Liens and the Lien of the Mortgages), re-assign to the Construction Agent, any Construction Documents with respect to such Sites previously assigned by the Construction Agent, to Lessor and assign to Lessee or its designee the interests, property, rights and privileges originally assigned by Lessor to the Agent by means of the Assignment of Leases and Rents (other than with respect to the Operative Documents). Lessee, at its option, may assign its right to exercise the Purchase Option by notice thereof to Agent and Lessor; provided that (i) Lessee shall be bound by any exercise of the Purchase Option by the assignee, (ii) such assignee shall be bound by the provisions of this Section 6 applicable to the Purchase Option, and (iii) no such assignment shall release Lessee from its obligations under this Section 6 and, without limitation, Lessee shall remain primarily liable to Lessor for the buildings, parking lot, fixtures and improvements constructed on the land, payment of all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used amounts due under this Section 6 in connection with the operation respect of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereinPurchase Option.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Provided that Guardant Health, Inc. or a Permitted Assignee is then the Tenant the option to elect to purchasehereunder, during the sixty-first occupies at least sixty percent (61st60%) through the sixty-fourth (64th) month of the Term and during Leased Premises or is the one hundred and twentieth (120th) month tenant of the Term entire Property, and is not in monetary or material non-monetary default beyond any notice and cure period expressly set forth in this Lease, then prior to close the entering into a purchase within 60 days of the election, all of and sale agreement with a third party for Landlord's right, title and ’s ground leasehold interest in the PropertyProperty (the “Ground Lessee’s Interest”), including without limitation, Landlord shall deliver a written notice (the buildings, parking lot, fixtures and improvements constructed “Landlord’s Sale Notice”) to Tenant setting forth the material terms upon which Landlord is willing to so sell the Ground Lessee’s Interest to such third party. Tenant shall notify Landlord in writing within ten (10) business days after receipt of the Landlord’s Sale Notice of Tenant’s election to purchase the Ground Lessee’s Interest on the land, all of terms set forth in the Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise ’s Sale Notice (hereinafter defined“Tenant’s Purchase Election Notice”). In the event Tenant delivers Tenant’s Purchase Election Notice within the time period required herein, then the parties shall within an additional period of ten (10) to Landlordbusiness days, Tenant may elect to enter into a purchase any or all vacant or undeveloped land that is contiguous to and sale agreement reflecting the Property upon the same terms and conditions set forth hereinin the Landlord’s Sale Notice and otherwise substantially in the form of Exhibit K attached hereto (the “PSA”).
(b) The total base Failure of Tenant to deliver Tenant’s Purchase Election Notice within the forgoing ten (10) business day period shall be deemed an election by Tenant to not acquire the Ground Lessee’s Interest.
(c) Failure of Tenant to enter into the PSA within the forgoing ten (10) business day period shall be deemed an election by Tenant to not acquire the Ground Lessee’s Interest except solely in the event Landlord failed to negotiate in good faith.
(d) If Tenant elects or is deemed to have elected not to acquire the Ground Lessee’s Interest, then Landlord shall be free to sell the Ground Lessee’s Interest to a third party to a third party on such terms as shall be agreed upon by Landlord and such third party. In the event that Landlord proposes to do so at a net purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five that is less than ninety percent (9590%) of the fair market value purchase price specified in Landlord’s Sale Notice, or Landlord does sell the Ground Lessee’s Interest within 270 days after the date of Landlord’s Sale Notice, Tenant’s rights under Paragraph 17.3 shall be revived and Landlord shall deliver a revised Landlord’s Sale Notice (the ----- Property as “Revised Landlord’s Sale Notice”) offering to sell the Ground Lessee’s Interest to Tenant at such fair market value is agreed upon proposed lower price and Tenant shall have the right to purchase the Ground Lessee’s Interest on the terms set forth in such Revised Landlord’s Sale Notice, by the parties. If the parties are unable notice to agree upon the fair market value of the Property Landlord given within ten (10) business days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date’s receipt thereof.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed Anything in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining Lease to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closingcontrary notwithstanding, Tenant shall pay: (1) not have the right to deliver Tenant's own attorneys' fees; (b) one’s Purchase Election Notice during any period that Tenant is in in monetary or material non-half (1/2) monetary default under any of any escrow fee charged by the Title Company;terms, covenants or conditions of this Lease with respect to which it has received a written notice from Landlord if such default remains uncured, and the time periods provided for herein shall not be tolled or extended during Tenant’s cure thereof, but the foregoing shall not be read to prevent Tenant from curing the applicable default and then delivering Tenant’s Purchase Election Notice once the default is cured if such cure is completed within the applicable cure period, if any, expressly set forth in this Lease, and Tenant’s Purchase Election Notice is delivered within the time periods provided above. 45 99090796v.12
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants to Tenant If during the first or second Company Year a Sunrise Change of Control Event occurs, Sunrise or its successor, as applicable, shall have the option to elect to purchase, during exercisable in such party’s sole discretion, one hundred percent (100%) of CHT’s Interest in the sixty-first Company (61stsuch option, the “Change of Control Purchase Option”). The Change of Control Purchase Option shall be exercisable by Sunrise or its successor, as applicable, delivering prior written notice to CHT within ninety (90) through days following the sixty-fourth date upon which a Sunrise Change of Control Event occurs (64ththe “Change of Control Purchase Option Notice”) month in accordance with the requirements of Section 13.2. If Sunrise or its successor, as applicable, exercises the Change of Control Purchase Option, CHT will be paid a purchase price equal to the sum of (x) the applicable Payment Amount, plus (y) the amount of CHT’s Total Capital Contribution, less (i) all amounts previously distributed to CHT pursuant to and in accordance with Sections 8.1(a)(i) and 8.2(a)(i) hereof, and (ii) provided if Section 8.3(b) hereof has not been deemed to be of no further force and effect pursuant to Section 9.5(a)(iii) or Section 9.5(a)(iv) above, an amount equal to the aggregate sum of all future Quarterly Interest Rate Differential Amounts applicable to each quarter occurring from and after the date of the Term and during the one hundred and twentieth (120th) month closing of such purchase, as such amounts are set forth on Schedule 1.2 as in effect as of the Term and date the closing of such purchase (the “Change of Control Purchase Price”). For purposes of calculating the Change of Control Purchase Price, any amounts paid to close CHT by Sunrise with respect to any claim for breach of obligations, representations or warranties of Sunrise under the purchase within 60 days Transfer Agreement in accordance with the terms thereof, whether in settlement of such claim or pursuant to a judgment issued against Sunrise or the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used Company in connection with such claim or otherwise, shall be credited at closing against the operation Change of Control Purchase Price. For purposes of clarity, the Property. At Change of Control Purchase Option shall apply to CHT’s Interest in the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) Company but not to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth hereininterest in CHT.
(b) The total base purchase price for closing of the Property (Transfer of CHT’s Interest in accordance with the "Base Change of Control Purchase ------------- Price") Option shall be ninety-five percent in accordance with Section 12.5 below and shall take place on the date that is no earlier than thirty (95%30) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten days and no later than ninety (1090) days after delivery CHT receives the Change of Tenant's election Control Purchase Option Notice (or if such day is not a Business Day, the first Business Day thereafter), unless Sunrise or its successor, as applicable, and CHT mutually agree to purchase the Property an earlier or later closing date (the "“Change of Control Purchase Option Exercise Notice"Closing Date”). At the closing, then CHT shall transfer its Interest free and clear of all Liens and withdraw as Managing Member in consideration of its receipt of the fair market value Change of Control Purchase Price by wire transfer of immediately available funds. The Members shall not invoke the provisions of Section 12.2 or Section 12.3 during any period when the Change of Control Purchase Option has been invoked but closing thereunder has not yet occurred. During the period commencing upon the issuance of the Change of Control Purchase Option Notice and ending on the Change of Control Purchase Option Closing Date, all decisions regarding the management and operations of the Company, whether or not such decisions are Major Decisions, shall be determined by an ---------------------- appraiser selected by decided jointly between the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the ClosingMembers.
(c) At From and after the Closing expiration of the third Company Year (hereinafter definedthe period beginning on the Effective Date and ending upon the expiration of the third Company Year referred to herein as the “Purchase Option Lockout Period”), Landlord subject to Section 9.5(b), Sunrise shall convey have the Property option to Tenant by special warranty deed purchase, exercisable in Sunrise’s sole discretion, one hundred percent (100%) of CHT’s Interest in the Company (such option, the “Sunrise Purchase Option”). The Sunrise Purchase Option shall be exercisable upon not less than ninety (90) days prior written notice to CHT (the "Deed"“Purchase Option Notice”) in form accordance with the requirements of Section 13.2 (which notice may be exercised prior to the expiration of the Purchase Option Lockout Period), provided, however, that the Sunrise Purchase Option shall no longer be exercisable after the seventh Company Year (the “Purchase Option Termination Date”). If Sunrise exercises the Sunrise Purchase Option, CHT will be paid a purchase price equal to the amount necessary to return to CHT a 13% Internal Rate of Return on CHT’s Total Capital Contributions, after taking into account all amounts previously distributed to CHT, provided, however, that if Section 8.3(b) hereof has not been deemed to be of no further force and substance ---- reasonably acceptable effect pursuant to Tenant Section 9.5(a)(iii) or Section 9.5(a)(iv) above, such purchase price shall be reduced by an amount equal to the aggregate sum of all future Quarterly Interest Rate Differential Amounts applicable to each quarter occurring from and Landlordafter the date of the closing of such purchase, as such amounts are set forth on Schedule 1.2 as in effect as of the date the closing of such purchase (the “Option Price”). The Option Price shall be calculated jointly by CHT and Sunrise. In the event the parties fail to agree on the Option Price within five (5) Business Days from the receipt by CHT of the Purchase Option Notice, then the Option Price shall be calculated by an accounting firm jointly agreed upon by the Members (the “Independent Accountant”) and the Members hereby acknowledge that they shall give preference to one of the following accounting firms as the Independent Accountant: Ernst & Young, PricewaterhouseCoopers, KPMG, or Deloitte Touche, within eight (8) Business Days of CHT’s receipt of the Purchase Option Notice, and such accountant shall notify Sunrise and CHT of such amounts in writing upon such calculation. For purposes of calculating the Option Price, as applicable, any amounts paid to CHT by Sunrise with respect to any claim for breach of obligations, representations or warranties of Sunrise under the Transfer Agreement in accordance with the terms thereof, whether in settlement of such claim or pursuant to a judgment issued against Sunrise or the Company in connection with such claim or otherwise, shall be credited at closing against the Option Price. For purposes of clarity, the Sunrise Purchase Option shall apply to CHT’s Interest in the Company but not to any interest in CHT.
(d) The closing of the transaction pursuant Transfer of CHT’s Interest in accordance with the Sunrise Purchase Option shall be in accordance with Section 12.5 below and shall take place not earlier than ninety (90) days after CHT receives the Purchase Option Notice, unless Sunrise and CHT mutually agree to an earlier closing date (the “Purchase Option Closing Date”). At the closing, CHT shall transfer its Interest free and clear of all Liens and withdraw as Managing Member in consideration of its receipt of the Option Exercise Price, as applicable, by wire transfer of immediately available funds. The Members shall not invoke the provisions of Section 12.2 or Section 12.3 during any period when the Sunrise Purchase Option has been invoked but closing thereunder has not yet occurred. During the period commencing upon the issuance of the Purchase Option Notice (and ending on the "Closing") shall be at Purchase Option Closing Date, all decisions regarding the main office management and operations of Old Republic Titlethe Company, 1501 Summit, ------- Fort Worth, Texas (the "Title Company")whether or not such decisions are Major Decisions, shall be held at 10:00 o'clock a.m., ------------- Arlington time, on decided jointly between the closing dateMembers.
(e) At Sunrise or its successor, as applicable, agrees to cooperate with CHT to accommodate CHT in effectuating a like kind exchange (an “Exchange”) under Section 1031 of the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed Code in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance connection with the terms purchase and sale of CHT’s Interest pursuant to a Sunrise Change of Control Event occurring during the twenty-four (24) month period following the Effective Date, provided that: (i) the Change of Control Purchase Option Closing Date shall not be delayed or affected by reason of the Exchange nor shall consummation or accomplishment of an Exchange be a condition precedent or condition subsequent to CHT’s obligations under this Agreement and CHT’s failure or inability to consummate an exchange for any reason or for no reason at all shall not be deemed to excuse or release CHT from its obligations under this Agreement; (ii) CHT shall effect its Exchange through an assignment of this Agreement insuring Tenant's title in the amount Agreement, or its rights under this Agreement, to a qualified intermediary, but such assignment shall not release CHT from any of its obligations to Sunrise (or its successor, as applicable), under this Agreement, (iii) Sunrise, or its successor, as applicable, shall not be required to take an assignment of the Base Purchase Price, containing no liens against purchase agreement for the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying relinquished or replacement property or be required to acquire or hold title to all personalty any real property for purposes of consummating an Exchange desired by CHT; and all intangible property (iv) CHT shall pay any additional costs that would not otherwise have been incurred by Sunrise, or its successor, as applicable, had CHT not consummated the transaction through an Exchange. Sunrise, or its successor, as applicable, shall not by this Agreement or acquiescence to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment an Exchange desired by CHT have its rights under this Agreement affected or diminished in favor of Tenant of all service, employment and management contracts as are then any manner or be responsible for compliance with or be deemed to have warranted to CHT that its Exchange in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company fact complies with Section 1031 of the Landlord's closing representatives' power and authority to consummate the transactionsCode.
(f) Subject Sunrise acknowledges and agrees that in the event that the Company is required to ▇▇▇▇▇▇▇▇'s full performance make any additional payments to the Lender on account of the conditions precedent listed in and required by paragraph (e) aboveoccurrence of a Sunrise Change of Control Event, at the Closingthen Sunrise shall reimburse CHT for its pro rata share, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closingbased on CHT’s Percentage Interest, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged such payments actually paid to the Lender by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;.
Appears in 1 contract
Sources: Limited Liability Company Agreement (CNL Healthcare Trust, Inc.)
Purchase Option. The Employee's Shares are subject to repurchase as provided below in subsections (a) Landlord hereby grants to Tenant through (g) below:
(a) If the Employee's active service with the Company or a Subsidiary is terminated by the Employee other than for Good Reason (such termination of active service shall be treated as occurring on the Notice Date) or by the Company for Cause, the Company and/or its designee(s) shall have the option to elect (the "Purchase Option") to purchase, during and if the sixty-first Purchase Option is exercised, the Grantor (61stas defined below) through shall sell to the sixty-fourth Company and/or its assignee(s), all or any portion (64that the Company's option) month of the Term and during Shares held by the one hundred and twentieth Grantor (120th) month of the Term and such Shares collectively being referred to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein"Purchasable Shares").
(b) The total base Company shall give notice in writing to the Grantor of the exercise of the Purchase Option within one (1) year after the Date of the Termination (as defined in the Employment Agreement) of the Employee's service. Such notice shall state the number of Purchasable Shares to be purchased by the Company and the determination of the purchase price of such Purchasable Shares. If no notice is given within the time limit specified above, the Purchase Option shall be deemed to have terminated.
(c) The purchase price to be paid for the Purchasable Shares purchased pursuant to the Purchase Option shall be the Book Value (as defined below) per share as of the date of the notice of exercise of the Purchase Option times the number of Shares being purchased. The purchase price for the Property (the "Base Purchase ------------- Price") Purchasable Shares shall be ninety-five percent (95%) paid in cash or by wire transfer of immediately available funds. The closing of such purchase shall take place at the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property Company's principal executive offices within ten (10) days after delivery the purchase price has been determined. At such closing, the Grantor shall deliver to the purchaser(s) the certificates or instruments evidencing the Purchasable Shares being purchased, duly endorsed (or accompanied by duly executed stock powers) and otherwise in good form for delivery, against payment of Tenant's election the purchase price by check of the purchaser(s). In the event that, notwithstanding the foregoing, the Grantor shall have failed to purchase obtain the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected release of any pledge or other encumbrance on any Purchasable Shares by the parties who is a member scheduled closing date, at the option of the American Institute of Real Estate Appraisers purchaser(s) the closing shall nevertheless occur on such scheduled closing date, with at least five years of experience appraising property comparable the cash purchase price being reduced to the extent of, and in paid to the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties holder of, all unpaid indebtedness for which such Purchasable Shares are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlordthen pledged or encumbered.
(d) The closing To ensure the enforceability of the transaction pursuant to Company's rights hereunder, each certificate or instrument representing Shares shall bear a conspicuous legend in substantially the Option Exercise Notice (the following form: "ClosingTHE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO AN OPTION TO REPURCHASE PROVIDED UNDER THE PROVISIONS OF THE COMPANY'S 2005 LONG TERM INCENTIVE PLAN AND A STOCK OPTION AGREEMENT ENTERED INTO PURSUANT THERETO. A COPY OF SUCH LONG TERM INCENTIVE PLAN AND STOCK OPTION AGREEMENT ARE AVAILABLE UPON WRITTEN REQUEST TO THE COMPANY AT ITS PRINCIPAL EXECUTIVE OFFICES.") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At The Company's rights under this Section 12 shall terminate upon the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlordconsummation of an Initial Public Offering.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. 38.1. At any time during the three (3) year period commencing on the Commencement Date and ending on the third (3rd) anniversary thereof (the "PURCHASE OPTION PERIOD"), Tenant shall have the right (the "PURCHASE OPTION") to elect to purchase Landlord's fee and leasehold interests in the Premises for a purchase price equal to an amount that would enable Landlord to receive a return of its initial $10,000,000 investment, plus all other sums advanced hereunder or any transaction costs in connection with Landlord's investment in the Land and Improvements (including all acquisition costs) less the net amount of insurance proceeds and condemnation awards, plus a twelve percent (12%) cumulatively compounded (compounded annually) return on all such investments and costs advanced by Landlord (all such investments and costs, together with such compounded returns, the "PURCHASE PRICE"). If Tenant wishes to exercise such right, Tenant shall deliver to Landlord written notice (a "PURCHASE NOTICE") prior to the last day of the Purchase Option Period electing to exercise such Purchase Option in accordance with this Article 39; provided, however, Tenant shall not have the right to deliver a Purchase Notice if an Event and a Default shall be continuing hereunder. Notwithstanding the foregoing, following the expiration of the Purchase Option Period, Tenant shall be permitted to exercise the Purchase Option, provided, however, that in addition to the Purchase Price, Tenant shall pay to Landlord in addition to the Purchase Price, the Prepayment Premium.
38.2. Any notice by which Tenant shall elect to purchase Landlord's interest in the Premises shall specify a closing date, which shall be a business day not less than sixty (60) days nor more than ninety (90) days after the date of such notice and as to which time shall be of the essence as to Tenant's obligation to close the transaction contemplated hereunder. Any such conveyance shall be (i) with respect to the Fullerton Premises, by assignment and assumption of Lease in form required by Landlord , the City of Fullerton and any other Senior Interests and (ii) with respect to the Santa Ana ▇▇▇mises by grant deed, without covenant, and shall be subject to all exceptions to title then affecting the Premises except for monetary financing liens placed upon Landlord's interest in the Premises. The conveyance shall be completely "AS IS, WHERE IS, WITH ALL FAULTS," and Landlord shall make no representation or warranty in connection with such conveyance (including, for purposes of this clause, that it is the understanding of the parties that Tenant, and not Landlord, shall deliver any Title Affidavit required by Tenant's title insurance company. If Landlord shall timely tender to Tenant such a deed, and if Tenant shall thereupon fail to accept such deed and pay the Purchase Price to Landlord (together with any accrued Rent payable with respect to any period prior to the date of closing), then (a) Landlord hereby grants to Tenant the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") Rent otherwise payable hereunder shall be ninetyincreased to be one-five hundred fifty percent (95150%) of the fair market value of the ----- Property as such fair market value is agreed upon by the partiesthen current Base Rent.
38.3. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value Tenant shall be determined responsible for any transfer taxes (as well as for any title charges or other miscellaneous closing expenses) payable in connection with any conveyance by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable Lessor to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable Lessee pursuant to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingthis Article 39.
(c) At the Closing (hereinafter defined), 38.4. Upon conveyance by Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before ClosingArticle 39, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by accept the Title Company;Premises in its then "as is" condition, and Landlord shall not be
Appears in 1 contract
Sources: Lease Agreement (Sports Club Co Inc)
Purchase Option. (a) Landlord hereby grants Without limitation of the Lessee's purchase obligation pursuant to Tenant SECTIONS 20.2 or 20.3, unless the Lessee shall have given notice of its intention to exercise the Remarketing Option and the Lessor shall have entered into a binding contract to sell the Property, at all times during the Term, including any extensions or renewals permitted hereunder, the Lessee shall have the option (exercisable by giving the Lessor irrevocable written notice (each, a "PURCHASE NOTICE") of the Lessee's election to elect exercise such option) to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and or to close the purchase within 60 days of the electiondesignate a third party to purchase, all of Landlordthe Property (the "PURCHASE OPTION"), on the date specified in such Purchase Notice, which date shall be a Payment Date. The purchase price in respect of the Property (the "PURCHASE OPTION PRICE") shall be equal to the Asset Termination Value plus in each case all other amounts owing in respect of Rent (including Supplemental Rent) theretofore accruing (offsetting against such amount the aggregate amount of the Cash Collateral and the Securities Collateral, if any). The Lessee shall deliver the Purchase Notice to the Lessor not less than thirty (30) days prior to the purchase date. If the Lessee exercises its Purchase Option, pursuant to this SECTION 20.1 (the "PURCHASE OPTION"), the Lessor shall transfer to the Lessee all of the Lessor's right, title and interest in and to all of the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation as of the Property. At date specified in the same time as the Tenant's delivery Purchase Notice upon receipt of the Purchase Option Exercise Notice Price and (hereinafter definedwithout duplication) to Landlordall Rent and all other amounts then due and payable under this Lease and any other Operative Document, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the PropertySECTION 19.1(a).
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. (a) Landlord hereby grants Without limitation of the Lessee's purchase --------------- obligation pursuant to Tenant Sections 20.2 or 20.3, unless the Lessee shall have given ------------- ---- notice of its intention to exercise the Remarketing Option and the Lessor shall have entered into a binding contract to sell the Property, the Lessee shall have the option (exercisable by giving the Lessor irrevocable written notice (each, a "Purchase Notice") of the Lessee's election to elect exercise such option) to --------------- purchase, or to designate a third party to purchase, during (i) all of the sixty-first Property (61stthe "Purchase Option") or (ii) that portion of the Land Interest equal to --------------- approximately eight acres and identified on Exhibit D (the "Partial Purchase ---------------- Option") provided that Lessee shall have delivered to Lessor with the Purchase ------ Notice a satisfactory appraisal of the Fair Market Sales Value of the rest of the Property as of the purchase date and the Expiration Date, reflecting that (i) the Fair Market Sales Value of the Property is not less than the remaining unpaid Asset Termination Value as of such date and (ii) the Fair Market Sales Value of the Property as built in accordance with the Plans and Specifications on the Outside Completion Date and as of the Expiration Date shall not be less than the aggregate Asset Termination Value on such dates. The purchase price in respect of the entire Property (the "Purchase Option Price") shall be equal to --------------------- the Asset Termination Value or, with respect to such portion of the Property (the "Partial Purchase Option Price"), a price of $13.50 per square foot, plus interest at the rate of 10% per annum from the Closing Date through the sixty-fourth (64th) month closing on that portion of the Term and during Property subject to the one hundred and twentieth Partial Purchase Option, all as specified in the Assignment Agreement, plus in each case all other amounts owing in respect of Rent (120thincluding Supplemental Rent) month theretofore accruing (offsetting against such amount the aggregate amount or such proportionate amount of the Term and Cash Collateral, if any). The Lessee shall deliver the Purchase Notice to close the Lessor not less than thirty (30) days prior to the purchase within 60 days date. If the Lessee exercises its Purchase Option or Partial Purchase Option, pursuant to this Section 20.1, the Lessor shall transfer,free and clear of Lessor Liens ------------ and Liens under the electionOperative Documents, to the Lessee or the Lessee's designee, all of Landlordthe Lessor's right, title and interest in and to all or the applicable portion of the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation as of the Property. At date specified in the same time Purchase Notice upon receipt of the Purchase Option Price or Partial Purchase Option Price, as the Tenant's delivery of the Option Exercise Notice case may be, and (hereinafter definedwithout duplication) to Landlordall Rent and all other amounts then due and payable under this Lease and any other Operative Document, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company in accordance with Section 19.l(a). In the terms event of this Agreement insuring Tenant's title an exercise of the Partial Purchase --------------- Option, Lessee or the third party acquiring such property shall grant any easements reasonably determined to be necessary by Lessor for the benefit of the remaining Property and the parties will enter into such amendments to the Operative Documents, and Lessee shall cause any such amendments to be filed, all as reasonably required by Lessor so as to preserve the Participants' interests in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the retained Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) above, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Purchase Option. THIS CERTIFIES THAT, in consideration of $100 duly paid by or on behalf of The PrinceRidge Group LLC (a) Landlord hereby grants “Initial Holder”), as registered owner of this Purchase Option, to Tenant BGS Acquisition Corp. (“Company”), Holder is entitled, at any time or from time to time upon the option to elect to purchase, during the sixty-first (61st) through the sixty-fourth (64th) month later of the Term consummation of a Business Combination (as defined below) or [________], [_____]1 (“Commencement Date”), and during the one at or before 5:00 p.m., New York City local time, on [________], [_____]2 (“Expiration Date”), but not thereafter, to subscribe for, purchase and receive, in whole or in part, up to three hundred and twentieth forty thousand (120th340,000) month of the Term and to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitation, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice units (hereinafter defined) to Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous to the Property upon the same terms and conditions set forth herein.
(b) The total base purchase price for the Property (the "Base Purchase ------------- Price") shall be ninety-five percent (95%“Units”) of the fair market value Company, each Unit consisting of one ordinary share, no par value, of the ----- Property Company (“Ordinary Shares”), and one warrant (“Warrant(s)”) to purchase one Ordinary Share expiring five years from the effective date of the Registration Statement (as such fair market value defined below) (the “Effective Date”). Each Warrant is agreed upon identical to the warrants included in the Units being registered for sale to the public (“Public Warrants”) by way of the partiesRegistration Statement except the expiration date of the Warrants. If the parties Expiration Date is a day on which banking institutions are unable authorized by law to agree upon the fair market value of the Property within ten (10) days after delivery of Tenant's election to purchase the Property (the "Option Exercise Notice")close, then the fair market value shall this Purchase Option may be determined by an ---------------------- appraiser selected by the parties who is a member of the American Institute of Real Estate Appraisers with at least five years of experience appraising property comparable to and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding exercised on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select next succeeding day which is not such a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closing.
(c) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid Owner's Policy of Title Insurance covering the Property issued by the Title Company day in accordance with the terms herein. During the period ending on the Expiration Date, the Company agrees not to take any action that would terminate the Purchase Option. This Purchase Option is initially exercisable at $15.00 per Unit so purchased; provided, however, that upon the occurrence of this Agreement insuring Tenant's title in the amount any of the Base events specified in Section 6 hereof, the rights granted by this Purchase PriceOption, containing no liens against including the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant Exercise Price per Unit and the Title Company number of the Landlord's closing representatives' power Units (and authority number of Ordinary Shares and Warrants) to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) abovebe received upon such exercise, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the Tenant's and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactions.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, be adjusted as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Companytherein specified. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;The term “
Appears in 1 contract
Purchase Option. (a) Landlord In consideration of Lessee's payment of Prepaid Rent on the Execution Date pursuant to Section 1.6 of the Lease, and its other covenants and agreements in the Lease, subject to the terms and conditions specified herein and provided no Event of Default has occurred and is continuing, Lessor hereby grants to Tenant Lessee the option (the "Purchase Option") to elect to purchasepurchase the Premises, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term and during the one hundred and twentieth (120th) month of the Term and to close the purchase within 60 days of the electionincluding, all of Landlord's right, title and interest in the Property, including without limitation, the buildingsReal Estate and Improvements, parking lotfor an amount (the "Purchase Price") equal to Lessor's cost of the Real Estate and the Cost of Construction of the Improvements (as defined below), fixtures and improvements constructed not to exceed the sum of $6,755,000, less:
(i) the unapplied balance, if any, of the Security Deposit retained by Lessor on the landClosing Date;
(ii) an amount equal to the aggregate amount of principal reduction which occurs during the period commencing on the Commencement Date and ending on the Closing Date which amount shall be calculated on the basis of the actual amount of principal amortized and paid by Lessor under the terms of Lessor's purchase money, all construction and permanent financing of Landlord's equipmentthe Real Estate and/or the Cost of the Improvements, machineryexcluding optional prepayments of principal, furnitureif any, inventory and other personal property located upon and used any penalty or premium in connection with such prepayments, paid by Lessor under the operation terms of such financing; and
(iii) if the Closing Date occurs on or before thirty (30) days after the Commencement Date, the pro rata unearned portion of the Property. At Prepaid Rent paid on the same time as the Tenant's delivery Execution Date pursuant to Section 1.6 of the Option Exercise Notice Lease. As used herein, the term "Cost of Construction of the Improvements" shall include all of the costs set forth in the Construction Budget (hereinafter definedthe "Construction Budget"), dated October 22, 1996, attached hereto as Exhibit C, which are based on the Construction Specifications (the "Construction Specifications") attached hereto as Exhibit D, including, without limitation, hard costs, soft costs and general and administrative items. To the extent that any of the hard costs, soft costs and general and administrative costs prove to Landlordbe less than as projected in the Construction Budget for any reason then the Cost of Construction of the Improvements shall be reduced to reflect the actual cost amounts incurred. To the extent that any of the hard costs, Tenant may elect soft costs and general and administrative costs prove to purchase be more than as projected in the Construction Budget, the Cost of Construction of the Improvements shall not increase unless the increased costs result from or arise out of a request from Lessee to change the Construction Specifications. Lessee agrees that any or all vacant or undeveloped land that is contiguous changes to the Property upon Construction Specifications must be submitted by Lessee to Lessor in writing and approved by Lessor. Unless Lessee specifically requests Lessor to increase the same terms size of the building site, Lessor agrees that the cost of Real Estate shall not increase. In no event shall general overhead and conditions administrative costs set forth hereinin the Construction Budget exceed the sum of $250,000.00. Lessor warrants and represents to Lessee that there will be no offsite utility improvement costs included in the Cost of Construction of the Improvements.
(b) The total base purchase price for To the Property extent that the Cost of Construction of the Improvements is less than the sum of $6,755,000, Lessor agrees to use its best faith efforts to recalculate the Base Rent due hereunder in an equitable manner to reflect the actual Cost of Construction of the Improvements.
(c) Subject to the terms of Section 6.2(d)(i) below governing the Closing Date, to exercise the Purchase Option, the Lessee must provide the Lessor with written notice of its exercise at any time within eleven (11) months from the Commencement Date (the "Base Notice"). Failure to exercise the Purchase ------------- PriceOption other than as, when and in complete conformity with the terms specified herein shall render the Purchase Option null, void and of no force and effect. Without limiting the foregoing, it is expressly understood and agreed that failure of the Lessee to provide the Notice when required hereunder will cause the Purchase Option to terminate without any further act or deed of either party.
(d) Within 30 days following delivery by the Lessee of the Notice, the Lessor and the Lessee shall execute and deliver a contract of sale or other similar document pertaining to the purchase of the Premises by the Lessee (the ") Contract"), in form and substance reasonably satisfactory to each party and their respective counsel. Each party agrees to use its best good faith efforts in the negotiation and preparation of the Contract, and it is agreed that the Contract shall be ninety-five percent usual and customary in commercial/industrial real estate transactions in New Mexico; provided that, in any event, the Contract shall provide that:
(95%i) the closing date (the "Closing" or the "Closing Date") of the fair market value purchase of the ----- Property as such fair market value is agreed upon Real Estate and Improvements shall be specified by Lessee in the Notice provided, however, in no event shall the Closing occur more than 120 days following the date of delivery of the Notice to Lessor or more than one (1) year from the Commencement Date;
(ii) at the Closing, the Lessor shall deliver, or cause to be delivered, to the Lessee at the Lessor's sole cost, each of the following items:
(A) a warranty deed, duly executed and acknowledged by the parties. If Lessor, in form and substance reasonably satisfactory to the parties are unable Lessee, conveying good, marketable fee simple title in the Premises, free and clear of any and all liens and encumbrances except the lien for current taxes not yet due and payable, subject only to agree upon easements, reservations, patents, and other matters appearing of record on the fair market value date of the Lease, the terms of the Lease, and any other reasonable and specified permitted exceptions;
(B) if the Lessor is not a "foreign person" as defined in the Federal Foreign Investment in Real Property within ten Tax Act of 1980 and the Tax Reform Act of 1984, as amended, a certificate so stating in a form complying with such laws;
(10C) days after delivery an owner's policy of Tenant's election title insurance with respect to purchase the Property Premises issued by a title company licensed to do business in the State of New Mexico and reasonably acceptable to the Lessee; and
(D) such other documents reasonably required by the "Option Exercise Notice")Lessee for the better conveyance and sale of the Premises.
(iii) at the Closing, the Lessee shall pay the Purchase Price for the Premises in immediately available funds, and deliver such other documents reasonably required by the Lessor for the better conveyance and sale of the Premises; and
(iv) general real estate taxes for the then current year relating to the fair market value Premises shall be determined by an ---------------------- appraiser selected by the parties who is a member prorated as of the American Institute date of Real Estate Appraisers with at least five years of experience appraising property comparable to Closing and in the geographic area of the Property. Such appraiser's determination of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid adjusted in cash at the Closing.
(c) At . If the Closing (hereinafter defined)shall occur before the tax rate is fixed for the then current year, Landlord the apportionment of taxes shall convey be upon the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and Landlord.
(d) The closing basis of the transaction pursuant tax rate for the next preceding year applied to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing datelatest assessed valuation.
(e) At In the Closing, Landlord shall cause event that the following items Lessee states in the Notice that all or a portion of the Purchase Price is to be furnished to Tenant:
(1) The Deed in funded through the form required hereinaboveissuance and sale by the County of Dona Ana, New Mexico, of industrial development revenue bonds ▇▇ s▇▇▇▇ executed lar securities (the "Bonds") under the provisions of Sections 4-59-1 to 4-59-16 New Mexico Statutes Annotated, 1978 Compilation, as amended (the "Act"), the Lessor agrees, at the sole cost and acknowledged by Landlord.
(2) A fully paid Owner's Policy expense of Title Insurance covering the Property issued Lessee, to reasonably cooperate with the Lessee and the County in the obtaining of the financing from the County under the Act, including without limitation permitting legal title to the Premises to be conveyed to the County as contemplated by the Title Company in accordance with the terms of this Agreement insuring Tenant's title in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest in the Property.
(3) A duly executed and acknowledged ▇▇▇▇ of sale conveying title to all personalty and all intangible property to ▇▇▇▇▇▇.
(4) A duly executed and acknowledged assignment in favor of Tenant of all service, employment and management contracts as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contracts.
(5) Evidence reasonably satisfactory to Tenant and the Title Company of the Landlord's closing representatives' power and authority to consummate the transactionsAct.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed Except as provided in and required by paragraph (ed) above, at neither the Closing, Tenant shall: -------------
(1) Pay to Landlord Purchase Option nor the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company rights of the Tenant's Lessee under the Contract may be assigned by the Lessee to any person, and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate any such attempt shall render, unless the transactions.
(g) On or before ClosingLessor otherwise elects in its sole discretion, Landlord shall pay: (1) the cost Purchase Option and/or the rights of the Owner's Policy Lessee under the Contract null, void and of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; no force and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;effect.
Appears in 1 contract
Sources: Standard Industrial/Commercial Single Tenant Lease Net (Farah Inc)
Purchase Option. (a) Tenant is hereby granted the right, exercisable by written notice to Landlord hereby grants to Tenant the option to elect to purchaseat any time after March 1, during the sixty-first (61st) through the sixty-fourth (64th) month of the Term 2005 and during the one hundred and twentieth (120th) month term of this Agreement, to purchase the Term and Commercial Building Parcel. Upon such exercise of Tenant's option, as to close the purchase within 60 days of the election, all of Landlord's right, title and interest in the Property, including without limitationCommercial Building Parcel, the buildings, parking lot, fixtures and improvements constructed on the land, all of Landlord's equipment, machinery, furniture, inventory and other personal property located upon and used in connection with the operation of the Property. At the same time as the Tenant's delivery of the Option Exercise Notice (hereinafter defined) Lease shall also be deemed to be a real estate sale contract between Landlord, Tenant may elect to purchase any or all vacant or undeveloped land that is contiguous as Seller, and Tenant, as Buyer, on and subject to the Property upon the same following terms and conditions set forth hereinconditions:
(A) The purchase price (the "Purchase Price") for the Commercial Building Parcel shall be Four Million Six Hundred Eighty Five Thousand One Hundred and No/100 Dollars ($4,685,100.00).
(bB) The total base purchase price for the Property closing date (the "Base Purchase ------------- PriceClosing Date") shall be ninety-five percent specified in Tenant's written notice exercising its purchase option with such Closing Date to be within ninety (95%) of the fair market value of the ----- Property as such fair market value is agreed upon by the parties. If the parties are unable to agree upon the fair market value of the Property within ten (1090) days after delivery notice.
(C) Landlord shall deliver to Tenant, not later than thirty (30) days after the exercise of Tenant's election purchase option hereunder, a survey of the Commercial Building Parcel conducted not more than ninety (90) days prior to purchase the Property (the "Option Exercise Notice"), then the fair market value shall be determined Closing Date by an ---------------------- appraiser selected a surveyor licensed by the parties who is State of Kansas, such survey to be sufficient in form to cause the deletion from the title policy referred to in paragraph (D) below of any exceptions concerning matters which would be disclosed by a member survey of the American Institute Commercial Building Parcel or easements or claims of Real Estate Appraisers with at least five years easements not shown by the public records. Said survey shall also show the location of experience appraising property comparable all easements, rights-of-way and other matters disclosed by the title commitment referred to in paragraph (D) below. If such survey reveals any encroachments, overlaps or other matters which are not acceptable to Tenant, then, unless Tenant shall waive such objections, Tenant shall revoke its exercise of its option hereunder and in the geographic area continue its occupancy of the Property. Such appraiser's determination Commercial Building Parcel upon and subject to all of the fair market value of the Property shall be binding on the parties. If the parties are unable to agree upon the selection of an appraiser, each party shall select a qualified appraiser terms and the two selected appraisers shall select a qualified third appraiser who will determine the fair market value of the Property. The Purchase Price shall be paid in cash at the Closingprovisions hereof.
(cD) At the Closing (hereinafter defined), Landlord shall convey the Property to Tenant by special warranty deed (the "Deed") in form and substance ---- reasonably acceptable to Tenant and furnish Tenant, at Landlord.
(d) The closing of the transaction pursuant to the Option Exercise Notice (the "Closing") shall be at the main office of Old Republic Title's expense, 1501 Summit, ------- Fort Worth, Texas (the "Title Company"), shall be held at 10:00 o'clock a.m., ------------- Arlington time, on the closing date.
(e) At the Closing, Landlord shall cause the following items to be furnished to Tenant:
(1) The Deed in the form required hereinabove, ▇▇▇▇ executed and acknowledged by Landlord.
(2) A fully paid an Owner's Policy of Title Insurance covering the Property issued by the Title Company Insurance, in accordance with the terms of this Agreement insuring form reasonably acceptable to Tenant's title , in the amount of the Base Purchase Price, containing no liens against the Landlord's fee interest issued by a title insurance company approved by Tenant and authorized to insure titles in the PropertyState of Kansas, insuring a merchantable fee simple title in Tenant as of the Closing Date. Landlord shall, not later than twenty (20) days after the exercise of Tenant's purchase option hereunder, deliver to Tenant a commitment for such title policy. If such commitment contains any matters which are not acceptable to Tenant, Tenant shall, within twenty (20) days after receipt of such commitment, notify Landlord in writing of such objections. Landlord hereby covenants and agrees to use its reasonable efforts to correct such objections (but shall not be required to commence any litigation against any third parties); provided, however, that if Landlord is unable to correct such objections within thirty (30) days after receipt of written notice of objection from Tenant, then, unless Tenant shall elect to waive such objections, Tenant shall revoke its exercise of its option hereunder and continue its occupancy of the Leased Premises upon and subject to all of the terms and provisions hereof. Landlord covenants and agrees to execute and deliver to the title company a seller's affidavit in such reasonable form as the title company may require.
(3E) A duly executed The risk of loss shall be upon Landlord prior to the Closing Date. In the event that prior to the Closing Date any of the improvements on the Commercial Building Parcel are destroyed or damaged by fire or other casualty, Tenant may, at its option, enforce its rights under this option and acknowledged ▇▇▇▇ accept an assignment of sale conveying title the insurance proceeds payable as a result of such casualty, or, in the event Tenant elects not to proceed with the purchase of the Commercial Building Parcel pursuant to its rights under this option, Tenant shall revoke its exercise of its option hereunder and continue its occupancy of the Commercial Building Parcel upon and subject to all personalty of the terms and all intangible property to ▇▇▇▇▇▇provisions hereof.
(4F) A duly Landlord shall convey the Commercial Building Parcel on the Closing Date to Tenant by a general warranty deed, properly executed and acknowledged assignment in favor of Tenant conveying the Commercial Building Parcel free and clear of all serviceliens and encumbrances whatsoever, employment and management contracts except as are then in force and pertaining to the Property and designated by ▇▇▇▇▇▇, and executed copies of all such contractshereinabove provided.
(5G) Evidence reasonably satisfactory to Tenant and In the Title Company of the Landlord's closing representatives' power and authority to consummate the transactions.
(f) Subject to ▇▇▇▇▇▇▇▇'s full performance of the conditions precedent listed in and required by paragraph (e) aboveevent that, at the Closing, Tenant shall: -------------
(1) Pay to Landlord the Base Purchase Price in cash.
(2) Furnish evidence reasonably satisfactory to Landlord and the Title Company of the after Tenant's exercise of its option hereunder, either party shall default in its agreements set forth in this Section 7, the non-defaulting party shall have all rights and ▇▇▇▇▇▇'s closing representatives' power and authority to consummate the transactionsremedies available at law, in equity or hereunder.
(g) On or before Closing, Landlord shall pay: (1) the cost of the Owner's Policy of Title Insurance required hereby, excluding the additional charges for modification or deletion of standard exceptions, as hereinabove provided; (b) ▇▇▇▇▇▇▇▇'s own attorney's fees; and (c) one-half (1/2) of any escrow fee charged by the Title Company. On or before Closing, Tenant shall pay: (1) Tenant's own attorneys' fees; (b) one-half (1/2) of any escrow fee charged by the Title Company;
Appears in 1 contract
Sources: Fifth Modification Agreement (Layne Christensen Co)