Common use of Purchase Procedure Clause in Contracts

Purchase Procedure. If Lessee shall purchase or acquire Lessor's interest in the Leased Property pursuant to any provision of this Lease, including, without limitation, Article 5, 14 or 15 , then Lessee shall accept from Lessor a deed, assignment and/or such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, which shall transfer Lessor's interest in the Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased Property, Lessee shall pay to the order of Lessor the purchase price, if applicable, therefor, together with all Rent then accrued hereunder to and including such date of purchase, by certified check drawn on, or wire transfer of, immediately available funds having same day value, and Lessor shall (a) make the conveyances to Lessee described above, and (b) except as otherwise provided to the contrary herein, pay over or assign to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to such conveyance, including, without limitation, escrow fees, reasonable attorneys' fees, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be imposed by reason of such conveyance and assignment and the delivery of such deed(s) shall be paid by Lessee. In the event of any purchase by Lessee, Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that no such assignment or designation shall relieve Lessee of any obligation to pay all amounts due in order to purchase under this Lease.

Purchase Procedure. If Lessee shall purchase or acquire Lessor's interest in the Leased Property pursuant to any provision of this Lease, including, without limitation, Article 5, 14 or 15 , then Lessee shall accept from Lessor a deed, assignment and/or such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, which shall transfer Lessor's interest in the Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased Property, Lessee shall pay to the order of Lessor the purchase price, if applicable, therefor, together with all Rent then accrued hereunder to and including such date of purchase, by certified check drawn on, or wire transfer of, immediately available funds having same day value, and Lessor shall (a) make the conveyances to Lessee described above, and (b) except as otherwise provided to the contrary herein, pay over or assign to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to such conveyance, including, without limitation, escrow fees, reasonable attorneys' fees, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be imposed by reason of such conveyance and assignment and the delivery of such deed(s) shall be paid by Lessee. In the event that Dow determines to exercise its purchase right contained in Section 15, it shall deliver to Destec prior to the expiration of any purchase by Lessee, Lessee may assign such right or obligation the ten Business Day period referred to in subsection 15(b) above notice of its election to purchase or designate all, but not less than all, of the purchaser; provided, however, that no such assignment or designation shall relieve Lessee of any obligation to pay all amounts due in order shares Dow is entitled to purchase under this LeaseSection 15 (the "Purchase Notice"). The Purchase Notice shall be (i) sent concurrently with payment of the Purchase Price Per Share for each share being purchased and (ii) accompanied by a letter containing representations by Dow that (A) it understands that the Destec shares have not been registered under the Securities Act of 1933, as amended, or any state securities law, in reliance on exemptions therefrom, (B) it has had access to and an opportunity to inspect relevant business, financial and other corporate information and data of Destec sufficient to enable it to evaluate the merits and risks of the purchase of the Destec shares, (C) persons acting on behalf of Destec have made available to it the opportunity to ask questions and receive answers regarding the financial condition, results of operation and business affairs of Destec, (D) it has such knowledge and experience in financial and business matters, particularly with respect to the electric power industry, that it is capable of evaluating the merits and risks of the purchase of the Destec shares, (E) it is purchasing the Destec shares for its own account, for investment purposes and not with a view to, or for offer or sale for Destec in connection with, any distribution thereof, and it is not participating in any such distribution or the underwriting of any such distributions, (F) it understands that the Destec shares must be held until the resale thereof is subsequently registered under applicable securities laws, or an exemption from registration is available, and (G) it agrees that the stock transfer records of Destec will reflect a stop transfer instruction with respect to the shares, and that certificates representing the Destec shares will be stamped or otherwise imprinted with the following legend: THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR UNDER ANY STATE SECURITIES LAW. THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT AND MAY NOT BE SOLD OR OFFERED FOR SALE IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR AN OPINION OF COUNSEL TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.

Purchase Procedure. (a) If a Lessee shall purchase or acquire Lessor's ’s interest in the a Leased Property pursuant to any provision of this Lease, including, without limitation, Article 5, 14 or 15 , then (i) such Lessee shall accept from Lessor a deed, assignment and/or and Lessor shall convey such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, which shall transfer Lessor's interest in the by a duly executed and acknowledged special (or limited) warranty deed and quit claim bxxx of sale of such a Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon in recordable form, (ii) upon the date fixed for any purchase or acquisition of Lessor's ’s interest in Leased Property hereunder, the Leased Property, Lessee related Lessee(s) shall pay to the order of the Agent (or Lessor if the purchase priceLoans have been paid in full) the Lease Balance or Leased Property Balance, if as applicable, therefor, together with all Rent then accrued hereunder including any amount due pursuant to and including Section 7.5 of the Master Agreement as a result of such date of purchase, purchase by certified check drawn on, or wire transfer of, of immediately available funds having same day valuefunds, (iii) Lessor will execute and Lessor shall (a) make the conveyances to Lessee described above, and (b) except as otherwise provided deliver to the contrary hereinrelated Lessee such other documents, pay over including releases, affidavits, termination agreements and termination statements, as may be legally required or assign as may be reasonably requested by Lessee in order to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to effect such conveyance, includingfree and clear of Lessor Liens and the Liens of the Operative Documents, without limitation(iv) if such Leased Property is subject to a Ground Lease, escrow feesLessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, reasonable attorneys' feesas directed by such Lessee, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that form as may be imposed reasonably requested by reason such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease and, if such Ground Lease is assigned, assume all obligations thereunder and (v) if such Leased Property is subject to IDB Documentation, Lessor will execute and deliver to the related Lessee, and the related Lessee shall accept, an assignment and assumption of such conveyance IDB Documentation to and assignment and the delivery of by such deed(s) shall be paid by Lessee. In the event of any purchase by related Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that no such assignment or designation shall relieve Lessee of pay any obligation to pay all amounts due in order to purchase with respect thereto under this Leasesuch IDB Documentation.

Purchase Procedure. If Lessee shall (a) In the event of the purchase or acquire Lessor's interest in by the Tenant of the Leased Property Premises pursuant to any provision of this Lease, includingthe terms and conditions of this Section 28 shall apply. At a time and place and the date fixed for such purchase in this Lease, without limitationor at such other place, Article 5time or date as the Landlord and the Tenant shall mutually agree: (i) the Tenant shall pay the purchase price to the Landlord by wire transfer of immediately available federal funds, 14 in lawful money of the United States, to an account or 15 accounts designated by the Landlord, then Lessee together with all Basic Rent, Additional Rent, and Non-Rent Monetary Obligations accrued and unpaid as of such date, subject in the case of a purchase of the Leased Premises pursuant to Section 12, to the reduction of the purchase price of the Leased Premises by the Landlord's application to the payment of such purchase price of the amount of any Award paid to and retained by the Landlord or Lender with respect to the Leased Premises; and (ii) the Landlord shall accept from Lessor execute and deliver to the Tenant a deedgrant deed (or other form appropriate for the applicable jurisdiction) in recordable form, assignment and/or and such other instrument or instruments as may be appropriate appropriate, to transfer the Leased Premises to the Tenant free and clear of all material liens (other than Permitted Encumbrances, liens created or suffered through or by or with the consent of Tenant, and any installment of Taxes due and payable after the Commencement Date and this Lease), together with such evidence of the Landlord's authority to sell the Leased Premises to the Tenant, and of the authorization of the sale of the Leased Premises, and the execution and delivery of the deed by the Landlord, and of such other matters as the Tenant may reasonably request, all of which shall be reasonably satisfactory to the Tenant in the form and substance, and a certification of non-foreign status as required by the state Foreign Investment in which Real Property Tax Act and the regulations promulgated thereunder and any similar certificates required by the State. In the case of a purchase of the Leased Property is locatedPremises by the Tenant pursuant to Section 12, which the Landlord shall transfer Lessor's interest in the Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased Property, Lessee shall also pay to the order of Lessor Tenant the Award received by the Landlord and not previously applied to Restoration or paid to the Tenant by the Landlord with respect to the Leased Premises (unless the Tenant shall have received a credit against the purchase priceprice in respect thereof or, if applicablepayment of the Award has not been made as of the closing of the purchase of the Leased Premises, therefor, together with all Rent then accrued hereunder assigned to and including the Tenant the right to receive the Landlord's portion of the Award relating to the Leased Premises when such date of purchase, by certified check drawn on, or wire transfer of, immediately available funds having same day value, and Lessor shall (a) make the conveyances to Lessee described above, and Award is paid). (b) except as otherwise provided In the case of a purchase pursuant to this Lease under Section 12(b), the contrary herein, Tenant shall pay over or assign to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to such conveyancetransfer, including, without limitation, escrow including all recording fees, reasonable attorneys' fees, recording feescosts and expenses, title insurance premiums premiums, if any, survey costs and all applicable transfer taxes and or other similar taxes required (the "Transaction Costs"). However, in the case of a purchase pursuant to the exercise of Tenant's right of first refusal under Section 27 of this Lease, the Tenant shall pay only those Transaction Costs to be paid by a purchaser under the terms set forth in connection with such conveyance or in order to record Landlord's notice of the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be imposed by reason terms of such conveyance and assignment and the delivery of such deed(sproposed transfer in accordance with Section 27. (c) shall be paid by Lessee. In the event of any purchase by Lessee, Lessee may assign such right or obligation the termination of this Lease with respect to purchase or designate the purchaser; Leased Premises as herein provided, howeverthe obligations and liabilities of the Landlord and the Tenant, that no such assignment as the case may be, whether actual or designation shall relieve Lessee of any obligation to pay all amounts due in order to purchase contingent, under this LeaseLease that arose at or prior to such termination and that are expressly stated herein to survive the termination of this Lease shall survive termination. (d) The Tenant shall execute and deliver to the Landlord an environmental indemnity agreement, in form, scope and substance reasonably acceptable to the Landlord, pursuant to which the Tenant shall agree to be liable for and pay, and shall indemnify, hold harmless and defend Landlord from and against, any Claim arising under environmental Legal Requirements from and after the effective date of the purchase pursuant to this Section 28. 29.

Purchase Procedure. (a) If Lessee shall purchase or acquire Lessor's interest in the a Leased Property pursuant to any provision of this Lease, including, without limitation, Article 5, 14 or 15 , then (i) Lessee shall accept from Lessor a deed, assignment and/or and Lessor shall convey such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, which shall transfer Lessor's interest in the by a duly executed and acknowledged special or limited warranty deed and quit claim xxxx of sale of such Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon in recordable form, (ii) upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased PropertyProperty hereunder, Lessee shall pay to the order of the Agent (or Lessor if the purchase priceLoans have been paid in full) the Lease Balance or Leased Property Balance, if as applicable, therefor, together with all Rent then accrued hereunder plus any amount due pursuant to and including Section 7.5(f) of the Master Agreement as a result of such date of purchase, purchase by certified check drawn on, or wire transfer of, of immediately available funds having same day value, and Lessor shall (a) make the conveyances to Lessee described abovefunds, and (iii) Lessor will execute and deliver to Lessee such other documents, including releases, termination agreements and termination statements, as may be legally required or as may be reasonably requested by Lessee in order to effect such conveyance, free and clear of Lessor Liens and the Liens of the Operative Documents. (b) except Lessee shall, at Lessee's sole cost and expense, obtain all required governmental and regulatory approval and consents and in connection therewith shall make such filings as otherwise provided required by Applicable Law; in the event that Lessor is required by Applicable Law to the contrary hereintake any action in connection with such purchase and sale, Lessee shall pay over or assign to Lessee without recourse or warranty, except as otherwise provided hereinall costs incurred by Lessor in connection therewith. In addition, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges costs incident to such conveyance, including, without limitation, escrow Lessee's attorneys' fees, reasonable Lessor's attorneys' fees, commissions, Lessee's and Lessor's escrow fees, recording fees, title insurance premiums and all applicable documentary transfer or other transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may might be imposed by reason of such conveyance and assignment and the delivery of such deed(s) deed shall be borne entirely by and paid by Lessee. In the event of any purchase by Lessee, Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that no such assignment or designation shall relieve Lessee of any obligation to pay all amounts due in order to purchase under this Lease.

Purchase Procedure. If Lessee In the event that any Designated Purchaser(s) shall purchase or acquire Lessorthe Company's interest in the any Leased Property pursuant to any provision the exercise of this Leasethe Purchase Option, including, without limitation, Article 5, 14 or 15 , then Lessee (i) such Designated Purchaser(s) shall accept from Lessor a deed, assignment and/or the Company and the Company shall convey such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is locatedby a duly executed and acknowledged special warranty deed in recordable form and quitclaim bill of sale, which shall transfer Lessor's interest in the Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon (ii) upon the date fixed for any purchase or acquisition of Lessorthe Company's interest in the such Leased PropertyProperty hereunder, Lessee such Designated Purchaser(s) shall pay to the order of the Company the Xxxxhase Price, as adjusted to give effect to any deemed payments as provided for in Section 2.3, hereof by wire transfer of federal funds and (iii) the Company will execute and deliver to such Designated Purchaser(s) such other documents as may be legally required in order to effect such conveyance, and such other documents as may be required by the escrow agent in order to close escrow and issue to such Designated Purchaser(s) an ALTA owner's title policy subject only to (A) the exceptions set forth on Schedule B of the Title Policy, (B) such exceptions created or caused by the Lessor or the purchase price, if applicable, therefor, together with all Rent then accrued hereunder to and including such date of purchase, by certified check drawn onDesignated Purchaser(s), or wire transfer ofotherwise resulting from any act or failure to act by the Lessor or the Designated Purchaser(s), immediately available funds having same day valueor consented to by Designated Purchaser(s), (C) taxes and Lessor shall assessments not yet due and payable, (aD) make such other exceptions which do not materially adversely affect Designated Purchaser(s)'s use of such Leased Property or the conveyances marketability of title to Lessee described above, and (b) except as otherwise provided to the contrary herein, pay over or assign to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the such Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in (E) such exceptions which are the Leased Property being purchased or acquired. All charges incident to such conveyance, including, without limitation, escrow fees, reasonable attorneys' fees, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be imposed by reason of such conveyance and assignment and the delivery of such deed(s) shall be paid by Lessee. In the event result of any purchase act or omission by Lessee, Lessee may assign such right or obligation to purchase or designate the purchaserDesignated Purchaser(s); provided, however, that no such assignment or designation if any Event of Default (as defined in the Indenture) shall relieve Lessee have occurred at the time of notice of the exercise of any obligation Purchase Option or at any time thereafter, the Company may convey the Leased Property to pay all amounts due in order to purchase under the Designated Purchaser(s) by quitclaim deed and quitclaim bill of sale and without compliance with the foregoing requirements of this Leaseclause (iii).

Purchase Procedure. (a) If a Lessee shall purchase or acquire Lessor's interest in the a Leased Property pursuant to any provision of this Lease, including, without limitation, Article 5, 14 or 15 , then (i) such Lessee shall accept from Lessor a deed, assignment and/or and Lessor shall convey such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, which shall transfer Lessor's interest in the by a duly executed and acknowledged special (or limited) warranty deed and quit claim xxxx of sale of such a Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon in recordable form, (ii) upon the date fixed for any purchase or acquisition of Lessor's interest in Leased Property hereunder, the Leased Property, Lessee related Lessee(s) shall pay to the order of the Agent (or Lessor if the purchase priceLoans have been paid in full) the Lease Balance or Leased Property Balance, if as applicable, therefor, together with all Rent then accrued hereunder including any amount due pursuant to and including Section 7.5 of the Master Agreement as a result of such date of purchase, purchase by certified check drawn on, or wire transfer of, of immediately available funds having same day valuefunds, (iii) Lessor will execute and Lessor shall (a) make the conveyances to Lessee described above, and (b) except as otherwise provided deliver to the contrary hereinrelated Lessee such other documents, pay over including releases, affidavits, termination agreements and termination statements, as may be legally required or assign as may be reasonably requested by Lessee in order to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to effect such conveyance, includingfree and clear of Lessor Liens and the Liens of the Operative Documents, without limitation(iv) if such Leased Property is subject to a Ground Lease, escrow feesLessor will execute and deliver to the related Lessee an assignment or termination of such Ground Lease, reasonable attorneys' feesas directed by such Lessee, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that form as may be imposed reasonably requested by reason such Lessee, and such Lessee shall pay any amounts due with respect thereto under such Ground Lease and, if such Ground Lease is assigned, assume all obligations thereunder and (v) if such Leased Property is subject to IDB Documentation, Lessor will execute and deliver to the related Lessee, and the related Lessee shall accept, an assignment and assumption of such conveyance IDB Documentation to and assignment and the delivery of by such deed(s) shall be paid by Lessee. In the event of any purchase by related Lessee, in such form as may be reasonably requested by such Lessee, and such Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that no such assignment or designation shall relieve Lessee of pay any obligation to pay all amounts due in order to purchase with respect thereto under this Leasesuch IDB Documentation.

Purchase Procedure. If Lessee 2.2.1. In any case of a purchase of Newco Exchangeable Shares under this Article 2, other than a purchase on December 29, 2005, Wendy's shall purchase or acquire Lessor's interest in the Leased Property pursuant to any provision of this Lease, including, without limitation, Article 5, 14 or 15 , then Lessee shall accept from Lessor a deed, assignment and/or such other instrument or instruments as may be appropriate and in the form required by the state in which the Leased Property is located, which shall transfer Lessor's interest in the Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased Property, Lessee shall pay to the order of Lessor the purchase priceat least 30 days (or, if applicableimpracticable, thereforsuch lesser time period as is practicable) before the Purchase Date send or cause to be sent to Seller a notice in writing of the Purchase. Such notice shall set out the formula for determining the Purchase Price and the Purchase Date. Thirty days prior to December 29, together with all Rent then accrued hereunder 2005, Wendy's shall send or cause to be sent to Seller and including such date of purchaseNewco a notice in writing setting forth whether Wendy's has elected, by certified check drawn onin its sole discretion, or wire transfer of, immediately available funds having same day value, and Lessor shall to (a) make purchase the conveyances then outstanding Newco Exchangeable Shares on the Purchase Date pursuant to Lessee described above, and this Article 2 or (b) except as otherwise provided cause Newco to redeem such Newco Exchangeable Shares on the contrary herein, pay over or assign Purchase Date pursuant to Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to Article 7 of the interest Articles of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to such conveyance, including, without limitation, escrow fees, reasonable attorneys' fees, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be imposed by reason Incorporation of such conveyance and assignment and the delivery of such deed(s) shall be paid by LesseeNewco. In the event of any purchase by Lessee, Lessee may assign such right or obligation Wendy's shall have elected to purchase or designate such Newco Exchangeable Shares pursuant to this Article 2, such notice shall set out the purchaser; providedformula for determining the Purchase Price. In the event Wendy's shall have elected to cause Newco to redeem such Newco Exchangeable Shares, howeversuch notice shall contain instructions for Newco to take all steps necessary to redeem the Newco Exchangeable Shares on the Purchase Date and Newco shall, that no unless prohibited by law, redeem such assignment or designation Newco Exchangeable Shares in accordance with such instructions and the provisions of Article 7 of Newco's Articles of Incorporation. If Newco is prohibited by law from so redeeming such Newco Exchangeable Shares, it shall relieve Lessee of any obligation forthwith notify Wendy's in writing thereof and Wendy's shall purchase the then outstanding Newco Exchangeable Shares on the Purchase Date pursuant to pay all amounts due in order to purchase under this LeaseArticle 2.

Purchase Procedure. (i) If the Lessee shall have exercised its option pursuant to Section 22(a)(i), and does not elect to purchase the Beneficial Interest in accordance with Section 11.2 of the Participation Agreement, the Lessee shall purchase or acquire the Lessor's interest in the Leased Property pursuant to any provision Facility (which for this purpose shall include, without limitation, all rights of this the Lessor under the Option and Estate For Years Agreement and the Three Party Agreement and the Ground Lease, if applicable) on the EBO Date at a purchase price equal to the sum of (A) the EBO Price, plus (B) all Supplemental Rent (including, without limitation, Article 5the Make-Whole Amount, 14 or 15 if any, then Lessee shall accept from Lessor a deeddue on the Facility Notes) due and owing on the EBO Date, assignment and/or such other instrument or instruments as may be appropriate plus (C) all Basic Rent payable in arrears and in due and owing on the form required by EBO Date (it being understood that the state in which the Leased Property is located, which shall transfer Lessor's interest in the Leased Property without representation or warranty except as to the absence of Lessor's Liens and Owner Participant's Liens. Upon the date fixed for any purchase or acquisition of Lessor's interest in the Leased Property, Lessee shall pay when due any Basic Rent due and payable on a Rent Payment Date which occurs on or after the date it exercises its option pursuant to Section 22(a)(i) but prior to the order EBO Date), plus (D) without duplication of Lessor any amounts included within clauses (A), (B) and (C) above, all accrued and unpaid interest on the purchase price, if applicable, therefor, Facility Notes together with all Rent then accrued other amounts due under the Indenture and the other Transaction Documents as of the EBO Date. The Lessee shall pay the purchase price specified in the preceding sentence to the Indenture Trustee (so long as the Indenture has not been satisfied and discharged) or thereafter to the Lessor on the EBO Date. Upon payment in full of all amounts described in clauses (A), (B), (C) and (D) of the preceding sentence, (x) the Lease Term shall end, (y) the obligations of the Lessee hereunder (other than any obligations expressed herein as surviving termination of this Lease) shall terminate as of the date of such payment and (z) the Lessor shall Transfer to the Lessee all right, title and interest of the Lessor in, to and including such date of purchase, by certified check drawn on, or wire transfer of, immediately available funds having same day value, and Lessor shall (a) make under the conveyances to Lessee described above, and (b) except as otherwise provided Facility. Anything herein to the contrary hereinnotwithstanding, pay over or assign to if the Lessee without recourse or warranty, except as otherwise provided herein, all property insurance proceeds relating to the interest of Lessor in the Leased Property and all rights thereto and Lessor's interest in all condemnation awards and payments with respect to a Taking relating to Lessor's interest in the Leased Property being purchased or acquired. All charges incident to such conveyance, including, without limitation, escrow fees, reasonable attorneys' fees, recording fees, title insurance premiums and all applicable transfer taxes and other taxes required to be paid in connection with such conveyance or in order to record the transfer documents (but not any income tax, capital gains tax, minimum tax or similar taxes imposed upon Lessor) that may be imposed by reason of such conveyance and assignment and the delivery of such deed(s) shall be paid by Lessee. In the event of any purchase by Lessee, Lessee may assign such right or obligation to purchase or designate the purchaser; provided, however, that no such assignment or designation shall relieve Lessee of any obligation fail to pay all amounts due under and pursuant to this Section 22(d)(i), no purchase shall be consummated, this Lease shall continue in order full force and effect and it shall be deemed that Lessee has rescinded its election pursuant to Section 22(a)(i). If the Lessee shall elect to purchase the Beneficial Interest in accordance with Section 11.2(a) of the Participation Agreement, the Lessee shall comply with the provisions thereof on or prior to the EBO Date, and shall pay to the Lessor on the EBO Date (A) the EBO Price, less the aggregate principal amount of the Facility Notes so assumed, plus (B) all Supplemental Rent due and owing on the EBO Date to the Lessor and the Owner Participant, plus (C) all Basic Rent payable in arrears and due and owing on the EBO Date (it being understood that the Lessee shall pay when due any Basic Rent due and payable on a Rent Payment Date which occurs on or after the date it exercises its option pursuant to Section 22(a)(i) but prior to the EBO Date). Upon payment in full of all amounts described in clauses (A), (B) and C of the preceding sentence, the Lessor shall Transfer to the Lessee all right, title and interest of the Lessor in, to and under the Facility. Any payment obligations of the Lessee under this LeaseSection 22(d)(i) shall be Supplemental Rent.