Common use of Procedure upon Purchase Clause in Contracts

Procedure upon Purchase. (a) If Lessee or its designee shall purchase the Premises pursuant to this Lease, Lessor shall convey or cause to be conveyed title thereto, the state of which shall be at least as good as the state of title which existed in Lessor with respect to its interest in the Premises on the Commencement Date, subject, however, to the condition of the Premises on the date of purchase, all charges, liens, security interests and encumbrances on the Premises and all applicable Legal Requirements, but free of the lien of the Mortgage and of charges, liens, security interests and encumbrances resulting from acts of Lessor which are not either consented to in writing, requested by or joined in by Lessee and Lessee or its designee shall accept such title. Upon the date fixed for any purchase of the Premises hereunder, Lessee shall pay to Lessor the purchase price therefor specified herein together with all Basic Rent, Additional Rent and other sums then due and payable hereunder to and including such date of purchase and Lessor shall deliver to Lessee a special warranty deed to or other conveyance of the interests in the Premises or portion thereof then being sold to Lessee and any other instruments necessary to convey the title thereto described in Section 3.01(a) and to assign any other property then required to be assigned by Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase pursuant to Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee shall pay to Lessor, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased. Lessee shall pay the following closing charges incident to such conveyance and assignment: counsel fees (except for those of Lessor), escrow fees, recording fees, title insurance premiums and all applicable taxes (other than any income or franchise taxes of Lessor or any partner thereof) which may be imposed by reason of such conveyance and assignment and the delivery of said deed or conveyance and other instruments, provided that, after the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.

Procedure upon Purchase. (a) If Lessee or its designee shall purchase Lessor's interest in the Premises pursuant to this Lease, Lessor shall convey or cause to be conveyed title thereto, the state of which shall be at least thereto as good as the state of title which it existed in Lessor with respect to its interest in the Premises on the Commencement Datedate of the commencement of the term hereof, and Lessee or its designee shall accept such title, subject, however, to the condition of the Premises on the date of purchase, (i) all charges, liens, security interests and encumbrances attaching thereto on the Premises or after such date which shall not have been created or suffered by Lessor or which shall be consented to by Lessee and (ii) all applicable Legal Requirementslaws, regulations, ordinances and Permitted Encumbrances, but free of the lien of the Mortgage and of charges, liens, security interests and encumbrances resulting from acts of Lessor which are not either consented taken without the consent of Lessee, and the Mortgage, except that in regard to in writinga purchase pursuant to paragraph 13, requested the purchase price shall be reduced by or joined in (i) the amount of principal and interest, if any, paid by Lessee if Lessee discharges the Mortgage pursuant to paragraph 13, or by (ii) the outstanding principal and interest secured by the Mortgage as of the date of purchase if Lessee or its designee shall accept such title. assumes the indebtedness secured by the Mortgage pursuant to paragraph 13. (b) Upon the date fixed for any purchase of Lessor's interest in the Premises hereunder, Lessee shall pay to Lessor the purchase price therefor specified herein together with all Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder to and including such date of purchase purchase, and Lessor shall deliver to Lessee a special warranty proper deed to or other of conveyance with Special Warranty of the interests Title of Lessor's interest in the Premises or portion thereof then being sold to Lessee and any other instruments necessary to convey the title thereto described in Section 3.01(aparagraph 14(a) and to assign any other property then required to be assigned by Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase pursuant to Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee shall pay to Lessor, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased. Lessee shall pay the following closing all charges incident to such conveyance and assignment: , including counsel fees (except for those of Lessor)fees, escrow fees, recording fees, title insurance premiums and all applicable taxes (other than any income or franchise taxes of Lessor or any partner thereofLessor) which may be imposed by reason of such conveyance and assignment and the delivery of said deed or conveyance and other instruments, provided that, after the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any such purchase of Lessor's entire interest in the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor)thereto, this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion date of purchase.

Procedure upon Purchase. (a) If Lessee or its designee shall purchase Lessor's Interest in the Premises pursuant to this Lease, Lessor shall convey or cause to be conveyed title thereto, the state of which shall be at least thereto as good as the state of title which it existed in Lessor with respect to its interest in the Premises on the Commencement Datedate of the commencement of the term hereof, and Lessee or its designee shall accept such title, subject, however, to the condition of the Premises on the date of purchase, (i) all charges, liens, security interests and encumbrances attaching thereto on the Premises and or after such date which shall not have been created or suffered by Lessor or which shall be consented to by Lessee; (ii) all applicable Legal Requirementslaws, regulations, ordinances and Permitted Encumbrances; and (iii) impositions which are obligations of Lessee under this Lease; but free of the lien of the Mortgage and of charges, liens, security interests and encumbrances resulting from acts of Lessor which are not either consented to in writingtaken without the consent of Lessee, requested by or joined in and free of the Mortgage, unless the same is assumed by Lessee and Lessee or its designee shall accept such titlepursuant to Paragraph 15(e). Upon 30 (b) On the date fixed for any purchase of Lessor's Interest in the Premises hereunder, Lessee shall pay to Lessor the purchase price therefor specified herein together with all Basic Rent, Additional Rent and other sums then due and payable hereunder to and including such date of purchase purchase, and Lessor shall deliver to Lessee a special warranty proper deed to or other of conveyance of the interests with covenant against grantor's acts, conveying Lessor's Interest in the Premises or portion thereof then being sold to Lessee Lessee, and any other instruments necessary to convey the title thereto described in Section 3.01(a) Paragraph 16(a), and to assign any other property then required to be assigned by Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase pursuant to Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee shall pay to Lessor, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased. Lessee shall pay the following closing all charges incident to such conveyance and assignment: counsel , including reasonable and necessary fees (except for those of Lessor)'s counsel, escrow fees, recording fees, title insurance premiums and all applicable taxes (other than any income or franchise taxes of Lessor or any partner thereofLessor) which may be imposed by reason of such conveyance and assignment and the delivery of said deed or conveyance and other instruments, provided that, after the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any such purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor)thereto, this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion date of purchase.

Procedure upon Purchase. (a) If Lessee In the event of the purchase of the Premises or any part thereof by Tenant pursuant to any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee shall purchase the Premises pursuant to this Lease, Lessor shall convey or cause to be conveyed any better title thereto, the state of which shall be at least as good as the state of title which thereof than existed in Lessor with respect to its interest in the Premises on the Commencement Datedate of the commencement of this Lease (as such title may have been altered in accordance with the provisions hereof), and Tenant shall accept such title, subject, however, to the condition of the Premises on the date of purchaseall liens, all encumbrances, charges, liensexceptions and restrictions on, security interests and encumbrances on against or relating to the Premises and to all applicable Legal Requirementslaws, regulations and ordinances, but free of the lien of the Landlord’s Mortgage (if not assumed) and free of liens, encumbrances, charges, liens, security interests exceptions and encumbrances resulting restrictions which have been created by or resulted from acts of Lessor which Landlord after the commencement of this Lease, to the extent the same are not either consented to in writing, requested by or joined in by Lessee and Lessee or its designee shall accept such title. permitted hereunder. (b) Upon the date fixed for any such purchase of the Premises hereunderpursuant to any provision of this Lease, Lessee Tenant shall pay to Lessor Landlord at its address set forth above, or at any other place designated by Landlord, the purchase price therefor specified herein together with all Basic Rentherein, Additional Rent and other sums then due and payable hereunder to and including such date of purchase and Lessor Landlord shall deliver to Lessee Tenant (i) a special warranty grant deed to or other conveyance of the interests in which describes the Premises or portion thereof then being sold to Lessee Tenant and any other instruments necessary to convey conveys and transfers the title thereto which is described in Section 3.01(aparagraph 18(a), together with (ii) and such other instruments as shall be necessary to assign transfer to Tenant or its designee any other property then required to be assigned sold by Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase Landlord pursuant to Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee this Lease. Tenant shall pay to Lessorall charges incident, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased. Lessee shall pay the following closing charges incident to such conveyance and assignment: transfer, including its own counsel fees (except for those of Lessor), escrow fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes of Lessor levied upon or any partner thereofassessed against Landlord) which may be incurred or imposed by reason of such conveyance and assignment transfer and by reason of the delivery of said deed or conveyance and other instruments, provided that, after instruments (the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor“Tenant Closing Costs”), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.

Procedure upon Purchase. (a) If Lessee In the event of the purchase of the Premises or any part thereof by Tenant pursuant to any provision of this Lease, Landlord need not transfer and convey to Tenant or its designee shall purchase the Premises pursuant to this Lease, Lessor shall convey or cause to be conveyed any better title thereto, the state of which shall be at least as good as the state of title which thereof than existed in Lessor with respect to its interest in the Premises on the Commencement Datedate of the commencement of this Lease (as such title may have been altered in accordance with the provisions hereof), and Tenant shall accept such title, subject, however, to the condition of the Premises on the date of purchaseall liens, all encumbrances, charges, liensexceptions and restrictions on, security interests and encumbrances on against or relating to the Premises and to all applicable Legal Requirementslaws, regulations and ordinances, but free of the lien of the Landlord’s Mortgage (if not assumed) and free of liens, encumbrances, charges, liens, security interests exceptions and encumbrances resulting restrictions which have been created by or resulted from acts of Lessor which Landlord after the commencement of this Lease, to the extent the same are not either consented to in writing, requested by or joined in by Lessee and Lessee or its designee shall accept such title. permitted hereunder. (b) Upon the date fixed for any such purchase of the Premises hereunderpursuant to any provision of this Lease, Lessee Tenant shall pay to Lessor Landlord at its address set forth above, or at any other place designated by Landlord, the purchase price therefor specified herein together with all Basic Rentherein, Additional Rent and other sums then due and payable hereunder to and including such date of purchase and Lessor Landlord shall deliver to Lessee Tenant (i) a special warranty deed to or other conveyance of the interests in which describes the Premises or portion thereof then being sold to Lessee Tenant and any other instruments necessary to convey conveys and transfers the title thereto which is described in Section 3.01(aparagraph 18(a), together with (ii) and such other instruments as shall be necessary to assign transfer to Tenant or its designee any other property then required to be assigned sold by Lessor pursuant hereto. In the event that Lessee has exercised its option to purchase Landlord pursuant to Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee this Lease. Tenant shall pay to Lessor, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased. Lessee shall pay the following closing all charges incident to such conveyance and assignment: transfer, including its own counsel fees (except for those of Lessor), escrow fees, one-half of the escrow fees and recording fees, the entire amount of title insurance premiums and all applicable federal, state and local taxes (other than any income or franchise taxes of Lessor levied upon or any partner thereofassessed against Landlord) which may be incurred or imposed by reason of such conveyance and assignment transfer and by reason of the delivery of said deed or conveyance and other instruments, provided that, after instruments (the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor“Tenant Closing Costs”), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.

Procedure upon Purchase. (a) If Lessee or its designee shall purchase the Premises pursuant to Section 6.02 of this Lease, Lessor shall convey or cause to be conveyed title theretothereto by special warranty deed, and subject only to this Lease, the state lien of any taxes, exceptions subject to which shall be at least as good as the state of title which existed in Lessor with respect to its interest in the Premises on the Commencement Datewere conveyed to Lessor, subjectexceptions created or consented to or existing by reason of any action or inaction by Lessee and all Legal Requirements, however, to the condition except Lessor shall satisfy any mortgage or deed of the Premises on the date of purchase, all charges, liens, security interests and encumbrances trust imposed on the Premises and all applicable Legal Requirements, but free of the lien of the Mortgage and of charges, liens, security interests and encumbrances resulting from acts of Lessor which are not either consented to in writing, requested by or joined in by Lessee and Lessee or its designee shall accept such title. Lessor. (b) Upon the date fixed for any purchase of the Premises hereunderpursuant to Section 6.02 of this Lease, Lessee shall pay to Lessor the purchase price therefor specified herein in immediately available funds, together with all Basic Rent, Additional Rent additional rent and other sums then due and payable hereunder to and including such date of purchase purchase, and Lessor there shall deliver be delivered to Lessee a special warranty deed to deed, or its equivalent, or other conveyance of the interests in the Premises or portion thereof then being sold to Lessee and any other instruments reasonably necessary to convey evidence the conveyance of title thereto described in Section 3.01(a6.01(a) and to assign any other property then required to be assigned by Lessor pursuant hereto. In . (c) There shall be no adjustments at the event that Lessee has exercised its option to closing of a purchase pursuant to this Section 3.05 and on the date fixed for purchase there has been no determination of the Fair Market Value of the interests in the Premises being purchased pursuant to Section 3.05, Lessee shall pay to Lessor, promptly upon such determination, the amount of the purchase price so determined plus interest thereon at the rate of 9.5% per annum, provided that after the Bond Date, interest shall be a rate per annum equal to the greater of (i) the rate then applicable on any notes secured by a mortgage on the Premises (or in the event that multiple mortgage notes are then outstanding that bear different rates of interest, the weighted average of such rates), and (ii) the then current Base Rate (as defined in Section 1.04) (or the maximum amount which is not prohibited by applicable law, whichever is less) from the date of purchase to the date of payment shall be a lien against the interest in the Premises being purchased. The deed or conveyance shall recite that the interests in the Premises being purchased are deemed impressed with a trust for the payment of the purchase price to be determined in accordance with the provisions of this Lease and upon the payment of such purchase price there shall be executed and delivered to Lessee, in recordable form, a cancellation of such right created by such deed or conveyance with respect to the interests in the Premises being purchased6.01. Lessee shall pay the following closing all charges incident to such conveyance and assignment: , including, without limitation, reasonable counsel fees (except for those of Lessor)fees, escrow fees, recording fees, title insurance premiums and all applicable transfer taxes (other than not including any income income, capital gain or franchise taxes of Lessor or any partner thereofLessor) which may be imposed by reason of such conveyance and assignment and the delivery of said deed or conveyance and other instruments, provided that, after the Bond Date, in connection with a purchase of the Premises by Lessee pursuant to Section 3.05, Lessor and Lessee shall allocate between themselves payment of transfer taxes in the manner customary at the time for sales of office buildings in Pittsburgh. Upon the completion of any purchase of the entire Premises (but not of any lesser interest than the entire Premises) but not prior thereto (whether or not any delay or failure in the completion of such purchase shall be the fault of Lessor), this Lease shall terminate, except with respect to obligations and liabilities of Lessee hereunder, actual or contingent, which have arisen on or prior to such completion of purchase and, after the Bond Date, except with respect to obligations and liabilities of Lessor hereunder, actual or contingent, which have arisen on or prior to such completion of purchase.