Transaction Rent. (a) If at any time during the Term there should occur a Transaction, then, at the time or times specified in Sections 3.4(f) and (g) with respect to the applicable Transaction, Lessee shall pay as additional Rental an amount (the “Transaction Rent”) equal to 2.5% of the difference between (i) the gross proceeds received by Lessee or its equity owners as a result of such transaction(s) (the “Gross Proceeds”) and (ii) the actual out-of-pocket costs and expenses incurred by Lessee or its equity owners directly in connection with the Transaction as further defined in Section 3.4(b)(iii) (the “Transaction Costs”).
Transaction Rent. Developer covenants and agrees to pay the City as additional rent, within sixty (60) days after the closing of each and every Transfer (or as noted below in the event of a sale involving Developer financing) other than the Permitted Pre-Possession Transfer, (A) with respect to any Transfer (or portion thereof) that results in any of the Original Developer Investors’ interest in the Project or interest in the Developer being reduced or Transferred, an amount equal to five percent (5%) of the amount by which the applicable Net Sale Proceeds exceeds the portion of the Developer Investment allocated to the portion of the Original Developer Investors’ interest in the Project or interest in the Developer being reduced or Transferred, and (B) with respect to any Transfer (or portion thereof) that does not result in any of the Original Developer Investors’ interest in the Project or direct interest in the Developer being reduced or Transferred, an amount equal to zero and 60/100ths percent (0.60%) of the applicable Net Sale Proceeds with respect to such Transfer (each “Transaction Rent”).
Transaction Rent. (a) Upon the occurrence of (A) a Designated Sale that occurs at any time on or after the first (1st) day of the sixth (6th) Base Rent Year, or (B) a Designated Financing, Tenant shall make a payment (“Transaction Rent”) to Landlord in an amount equal to one and one-quarter percent (1.25%) of the Adjusted Gross Sales Proceeds of the first Designated Sale to occur and thereafter one and one-half percent (1.5%) of the Adjusted Gross Sales Proceeds of any such subsequent Designated Sale or one and one-half percent (1.5%) of the Net Financing Proceeds of such Designated Financing, as applicable. This Section 3.05 relates only to Transaction Rent, and does not, and shall not be construed to, permit any sale or other transaction that is not otherwise permitted under this Lease.
Transaction Rent a. Tenant shall pay to the Authority, as Additional Rent, (“Transaction Rent”) an amount equal to:
Transaction Rent. Tenant shall pay to the Authority, as Additional Rent, a Transaction Rent in amount equal to two percent (2%) of Sale Proceeds, as that term is hereinafter defined, attributable by Tenant to this Lease and the Premises for each Sale, as hereinafter defined, any such amount to be paid simultaneously with the consummation of the applicable Sale (“Transaction Rent”). Not less than ten (10) business days prior to the anticipated closing of a Sale (whether or not Tenant anticipates that the Sale will result in the obligation to pay Transaction Rent to the Authority), Tenant shall deliver a statement in reasonable detail to the Authority setting forth the estimated amount of Transaction Rent anticipated to be due upon the closing of such Sale, and the calculation thereof, based on amounts that are known to Tenant (or Tenant’s good faith estimates thereof) as of the time of such statement. Such statement shall include an itemized estimate of the following: (a) the amount of the gross Sale Proceeds (without any deduction as provided for in the definition of “Sale Proceeds” set forth below); (b) each of the amounts deducted by Tenant from the amount of gross Sale Proceeds in accordance with the definition of “Sale Proceeds” set forth below in calculating the Transaction Rent, together with reasonable supporting documentation therefor; (c) the amount of Sale Proceeds resulting from the transaction; and (d) the amount of Transaction Rent to be due in connection with such Sale. On the day of closing of the applicable Sale, Tenant shall deliver to the Authority an updated version of such statement, certified as correct by a duly authorized officer of Tenant, together with the amount of Transaction Rent (if any) due in connection with such Sale. For purposes of this Section 4.7, the terms set forth below shall be defined as follows:
