Common use of Purchase by Tenant Clause in Contracts

Purchase by Tenant. In the event that, in the reasonable determination of Tenant, it shall no longer be economically practical to operate any Property as an "all suites" hotel, and Tenant and Landlord have not agreed on an alternative use for such Property or on the substitution of one or more other properties for such Property as provided in Section 4.1.1(b), Tenant may permanently cease operation of such Property (notwithstanding Section 4.1.1(a)) and concurrently give Landlord irrevocable written Notice (i) of Tenant's election to terminate this Agreement with respect to such Property and simultaneously purchase such Property from Landlord for a purchase price equal to one hundred twenty five percent (125%) of the Adjusted Purchase Price for such Property (the "Buyout Price") and (ii) certifying that Tenant has permanently ceased operating such Property as an "all suites" hotel. Such purchase shall occur on the Business Day designated in such Notice, which shall be a date not later than ninety (90) days after the date of such Notice (the "Purchase Date"). Landlord shall, upon receipt from Tenant of the Buyout Price for such Property, together with full payment of any unpaid Rent and other charges due and payable with respect to any period ending on or before the Purchase Date, and so long as no Default or Event of Default shall have occurred and be continuing at such time, deliver to Tenant an appropriate deed and other instruments, conveying the entire interest of Landlord in and to such Property to Tenant, free and clear of all encumbrances created through the act or omission of Landlord, and such other documents as are customarily and reasonably required of sellers by title companies or purchasers. This Agreement shall thereupon terminate as to such Property. The Buyout Price and all other amounts to be paid to Landlord on the Purchase Date shall be paid in immediately available funds as directed by Landlord. Other than as specifically provided above, such Property shall be conveyed to Tenant on an "as is" basis, and in its then physical condition. The closing of any such sale shall be contingent upon and subject to Tenant's obtaining any required governmental consents and approvals for such transfer, provided that Landlord shall reasonably cooperate with Tenant in obtaining such consents and approvals. All expenses of such conveyance, including, without limitation, all transfer and sales taxes, documentary fees, the fees and expenses of counsel to Landlord and the cost of any title examination or title insurance, shall be for the account of Tenant.