Rejectable Offer Sample Clauses

Rejectable Offer. (a) In the event of a Major Casualty or Major Condemnation during the Primary Term and Tenant has given, or is required to give, a notice to Landlord of Tenant's intention to terminate this Lease pursuant to Section 3.2(b) hereof, Tenant shall deliver to Landlord, no later than sixty (60) days after such Major Casualty or Major Condemnation, (i) an irrevocable rejectable written offer (the "REJECTABLE OFFER") to purchase Landlord's interest in the Premises on the Lease Termination Date for a price equal to the "STIPULATED LOSS VALUE" as specified on SCHEDULE E attached hereto and made a part hereof, and (ii) a certificate from the president, the chief financial officer or the treasurer of Tenant (herein, a "RESPONSIBLE OFFICER") which describes the event(s) giving rise to the Major Casualty or Major Condemnation, as the case may be. Within 90 days of the date Landlord receives the items required to be delivered in (i) and (ii) above, Landlord shall deliver written notice of its election to either accept or reject Tenant's Rejectable Offer (with a failure to respond constituting an acceptance of such Rejectable Offer). Any rejection by Landlord of a Rejectable Offer shall comply with and be accomplished in accordance with the provisions of Section 3.5. In the event of an acceptance or deemed acceptance of a Rejectable Offer, on the applicable Lease Termination Date, the Landlord's interest in the Premises shall be conveyed to Tenant or its designee, including but not limited to the delivery to Tenant of all Net Proceeds held by Lender and/or Landlord (and/or their respective designees), as the case may be, and Landlord shall deliver an assignment, without representation, warranty or recourse, to Tenant of all right, title and interest of Landlord or its designees to receive payment of all Compensation together with a release in full of the Indenture by Lender, in exchange for payment by Tenant to Landlord of the applicable Stipulated Loss Value, together with all Basic Rent, Additional Rent and other sums accrued or due and payable under this Lease as of the applicable Lease Termination Date (and, if an Event of Default has occurred and is continuing at the time of the Rejectable Offer or on the Lease Termination Date, together with a Make Whole Premium). (b) Tenant agrees that so long as any portion of the note secured by the Indenture is outstanding, Tenant shall deliver to Lender at the address for Lender as set forth in the Tenant Consent (as defined in...