Purchase of Property. (a) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, the Lessee shall have the irrevocable option on any Scheduled Payment Date during the Lease Term to purchase all, but not less than all, of the Property subject to this Master Lease (the "Purchase Option") at a price equal to the aggregate Lease Balance (other than the Make-Whole Amount if such purchase is made on the Expiration Date) on the date of such purchase (the "Purchase Option Price"). The Lessee's exercise of its option pursuant to this Section 18.1(a) shall be subject to the following conditions: (i) the Lessee shall have delivered a Purchase Notice to the Lessor and the Indenture Trustee not less than forty five (45) days prior to such purchase, specifying the date of such purchase; and (ii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) a written notice of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a). (b) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, so long as no Lease Default or Lease Event of Default has occurred and is continuing, the Lessee shall have the irrevocable option on any Scheduled Payment Date occurring after the first anniversary of the Acquisition Date and prior to the final eighteen (18) months of the Lease Term to purchase (i) all, but not less than all, of the Solana Parcel, or (ii) all or any portion of the Undeveloped Parcel (each a "Partial Purchase Option") at a price equal to (x) in the case of the Solana Parcel, the amount established for such parcel in the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date, and (y) in the case of the Undeveloped Parcel, the per acre or per square foot amount established by the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement multiplied by the number of acres or square feet of the Undeveloped Parcel to be acquired by the Lessee, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date (either of the foregoing amounts described in clause (x) or (y) being referred to herein as a "Partial Purchase Option Price"). The Lessee's exercise of any option pursuant to this Section 18.1(b) shall be subject to the following conditions: (i) the Lessee shall have delivered a Purchase Notice to the Lessor and the Indenture Trustee not less than forty five (45) days prior to such purchase, specifying the date of such purchase; (ii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) a written notice of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a); (iii) a Partial Purchase Option with respect to the Undeveloped Parcel may only be exercised one (1) time; (iv) after giving effect to any purchase pursuant to this Section 18.1(b), the remainder of the Land and Improvements thereon subject to this Master Lease shall (A) be a separate lot for tax purposes and properly subdivided pursuant to all Requirements of Law, (B) have adequate and legal access for vehicular and pedestrian ingress and egress and for all necessary utilities, including water, sewer, electricity and gas, and to the extent necessary for the use and enjoyment of such remainder, reciprocal easement agreements (such agreements to be in form and substance satisfactory to the Lessor and the Indenture Trustee), and (C) be otherwise be in compliance with all Requirements of Law; (v) the Fair Market Sales Value of the portion of the Property not subject to a Partial Purchase Option, as determined by an appraisal thereof delivered in connection with the exercise of such option and in form and substance satisfactory to the Lessor and the Indenture Trustee, after giving effect to such purchase, shall not be less than the Lease Balance as reduced by the purchase price of the parcel or parcels being sold; (vi) the RVI Policy shall either by its express terms permit such Partial Purchase Option, or the consent of the RVI Provider to such Partial Purchase Option (and issuance of an endorsement to the RVI Policy satisfactory to the Lessor and the Indenture Trustee in connection therewith) shall have been obtained; and (vii) the Lessee shall have delivered such evidence of compliance with the provisions of clause (iv) above as the Lessor or the Indenture Trustee may reasonably request, in form and substance satisfactory to them, and shall have paid all fees, costs and expenses, including those of the Participants and the Lessor, incurred in connection with any exercise of a Partial Purchase Option. (c) If the Lessee exercises any option pursuant to this Section 18.1 then, upon the Indenture Trustee's receipt of all amounts due in connection therewith, the Lessor shall transfer to the Lessee or its designees all of the Lessor's right, title and interest in and to the Property in accordance with the procedures set forth in Section 21.1(a), such transfer to be effective as of the date specified in the Purchase Notice. The Lessee may designate, in a notice given to the Lessor and the Indenture Trustee not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Master Lease or any other Operative Document, including, without limitation, the obligation to pay to the Lessor the Lease Balance or Partial Purchase Option Price, as the case may be, on the date specified in the Purchase Notice.
Appears in 1 contract
Sources: Master Lease and Deed of Trust (Sabre Holdings Corp)
Purchase of Property. (a) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, the The Lessee shall have the irrevocable option on any Scheduled Payment Date during the Lease Term to purchase acquire all, but not less than all, of the Lessor's interest in and to the Property subject to this Master Lease on (x) any Basic Rent Payment Date or (y) the "Purchase Option") expiration date of the KeyBank Financing Term or of the non-cancelable term of any substitute or replacement financing under any successor Credit Agreement, at a price Purchase Option Price equal to the aggregate Outstanding Lease Balance (of this Lease plus all accrued and unpaid Basic Rent and any Additional Rent due and owing under this Lease and any other than amounts due under the Make-Whole Amount if Credit Agreement and the other Credit Documents, with the amount of such purchase is made on the Expiration Date) on the Outstanding Lease Balance, Basic Rent and Additional Rent to be determined as of such date of such purchase (the "Purchase Option Price")purchase. The Lessee's exercise of its option pursuant to this Section 18.1(aclause (a) shall be subject to the following conditions:
(i) if the purchase date is not the expiration date of the KeyBank Financing Term or of the non-cancelable term of any substitute or replacement financing under any successor Credit Agreement, then the Lessee shall have delivered a Purchase Notice to the Lessor and the Indenture Trustee not less than forty five at least sixty (4560) days prior to such purchase, specifying the date of such purchasepurchase date; and
(ii) if the Purchase Option is exercised by the Lessee following the occurrence of an Event of Default, (A) such exercise by the Lessee of the Purchase Option shall not have delivered (or, if delivered, shall not have failed require the Lessor to rescind) a written notice cease exercising its rights and remedies under this Lease unless and until the Lessee completes the purchase of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a).
(b) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, so long as no Lease Default or Lease Event of Default has occurred and is continuing, the Lessee shall have the irrevocable option on any Scheduled Payment Date occurring after the first anniversary of the Acquisition Date and prior to the final eighteen (18) months of the Lease Term to purchase (i) all, but not less than all, of the Solana Parcel, or (ii) all or any portion of the Undeveloped Parcel (each a "Partial Purchase Option") at a price equal to (x) in the case of the Solana Parcel, the amount established for such parcel in the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date, and (y) in the case of the Undeveloped Parcel, the per acre or per square foot amount established by the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement multiplied by the number of acres or square feet of the Undeveloped Parcel to be acquired by the Lessee, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date (either of the foregoing amounts described in clause (x) or (y) being referred to herein as a "Partial Purchase Option Price"). The Lessee's exercise of any option Property pursuant to this Section 18.1(b) shall be subject to the following conditions:
13.1, and (iB) the Lessee shall have delivered a Purchase Notice to completes the Lessor and the Indenture Trustee not less than forty five (45) days prior to such purchase, specifying the date of such purchase;
(ii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) a written notice purchase of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a);
(iii) a Partial Purchase Option with respect to the Undeveloped Parcel may only be exercised one (1) time;
(iv) after giving effect to any purchase Property pursuant to this Section 18.1(b), 13.1 prior to the remainder earlier of the Land Financing Termination Date and Improvements thereon subject to this Master Lease shall (A) be a separate lot for tax purposes and properly subdivided pursuant to all Requirements of Law, (B) have adequate and legal access for vehicular and pedestrian ingress and egress and for all necessary utilities, including water, sewer, electricity and gas, and to the extent necessary for the use and enjoyment of such remainder, reciprocal easement agreements (such agreements to be in form and substance satisfactory to date the Lessor and the Indenture Trustee), and (C) be otherwise be in compliance with all Requirements of Law;
(v) the Fair Market Sales Value of the portion completes any judicial or non-judicial foreclosure sale of the Property not subject to a Partial or similar action terminating the Lessee's possessory interest in the Property. Any Purchase Option, as determined by an appraisal thereof Notice delivered in connection with the exercise of such option and in form and substance satisfactory to the Lessor and the Indenture Trustee, after giving effect to such purchase, shall not be less than the Lease Balance as reduced by the purchase price of the parcel or parcels being sold;
(vi) the RVI Policy shall either by its express terms permit such Partial Purchase Option, or the consent of the RVI Provider to such Partial Purchase Option (and issuance of an endorsement to the RVI Policy satisfactory to the Lessor and the Indenture Trustee in connection therewith) shall have been obtained; and
(vii) the Lessee shall have delivered such evidence of compliance with the provisions of clause (iv) above as the Lessor or the Indenture Trustee may reasonably request, in form and substance satisfactory to them, and shall have paid all fees, costs and expenses, including those of the Participants and the Lessor, incurred in connection with any exercise of a Partial Purchase Option.
(c) If the Lessee exercises any option pursuant to this Section 18.1 then, upon the Indenture Trustee's receipt of all amounts due in connection therewith, the Lessor shall transfer to the Lessee or its designees all acquisition of the Lessor's right, title and fee interest in and to the Property in accordance with the procedures set forth in Section 21.1(a)pursuant to this clause (a) shall be irrevocable upon delivery thereof. Provided that no Default, such transfer to Event of Default, Acceleration Event or Unmatured Acceleration Event shall have occurred and be effective as of the date specified in the Purchase Notice. The Lessee may designatecontinuing, in a notice given to the Lessor and shall act in good faith to accommodate any refinancing activities undertaken by the Indenture Trustee not less than ten Lessee which are scheduled to take effect within ninety (1090) Business Days days prior to the closing of such purchase (time being expiration date of the essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Master Lease or any other Operative Document, including, without limitation, the obligation to pay to the Lessor the Lease Balance or Partial Purchase Option Price, as the case may be, on the date specified in the Purchase NoticeKeyBank Financing Term.
Appears in 1 contract
Purchase of Property. (a) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, the The Lessee shall have the irrevocable option on any Scheduled Payment Date during the Lease Term to purchase acquire all, but not less than all, of the Lessor's interest in and to the Property subject on (x) any Basic Rent Payment Date or (y) the Maturity Date, at a Purchase Option Price equal to the Outstanding Lease Balance of this Master Lease (plus all accrued and unpaid Basic Rent and any Supplemental Rent due and owing under the "Purchase Option") at a price equal Participation Agreement and the other Operative Documents, with the amount of such Outstanding Lease Balance, Basic Rent and Supplemental Master Lease Rent to the aggregate Lease Balance (other than the Make-Whole Amount if be determined as of such purchase is made on the Expiration Date) on the date of such purchase (the "Purchase Option Price")purchase. The Lessee's exercise of its option pursuant to this Section 18.1(aclause (a) shall be subject to the following conditions:
(i) if the purchase date is not the Maturity Date, then the Lessee shall have delivered a Purchase Notice to the Lessor and the Indenture Trustee not less than forty five at least sixty (4560) days prior to such purchasepurchase date;
(ii) if the Lessee has not delivered to the Lessor a Remarketing Notice pursuant to Section 18.3(a) hereof three hundred and sixty-four (364) days prior to the Maturity Date, specifying then a Purchase Notice designating the Maturity Date as the purchase date of such purchaseshall be deemed delivered; and
(iiiii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) a written notice of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a).
(b) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, so long as no Lease Default or Lease Event of Default has shall have occurred and is be continuing, the Lessee shall have the irrevocable option on any Scheduled Payment Date occurring after the first anniversary unless such Lease Default or Lease Event of the Acquisition Date and Default can be reasonably expected to be cured prior to the final eighteen (18) months of the Lease Term to purchase (i) all, but not less than all, of the Solana Parcel, or (ii) all or any portion of the Undeveloped Parcel (each a "Partial Purchase Option") at a price equal to (x) in the case of the Solana Parcel, the amount established for such parcel in the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date, and (y) in the case of the Undeveloped Parcel, the per acre or per square foot amount established by the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement multiplied by the number of acres or square feet of the Undeveloped Parcel to be acquired by the Lessee, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date (either of the foregoing amounts described in clause (x) or (y) being referred to herein as a "Partial Purchase Option Price")date. The Lessee's exercise of any option pursuant to this Section 18.1(b) shall be subject to the following conditions:
(i) the Lessee shall have delivered a Any Purchase Notice to the Lessor and the Indenture Trustee not less than forty five (45) days prior to such purchase, specifying the date of such purchase;
(ii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) a written notice of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a);
(iii) a Partial Purchase Option with respect to the Undeveloped Parcel may only be exercised one (1) time;
(iv) after giving effect to any purchase pursuant to this Section 18.1(b), the remainder of the Land and Improvements thereon subject to this Master Lease shall (A) be a separate lot for tax purposes and properly subdivided pursuant to all Requirements of Law, (B) have adequate and legal access for vehicular and pedestrian ingress and egress and for all necessary utilities, including water, sewer, electricity and gas, and to the extent necessary for the use and enjoyment of such remainder, reciprocal easement agreements (such agreements to be in form and substance satisfactory to the Lessor and the Indenture Trustee), and (C) be otherwise be in compliance with all Requirements of Law;
(v) the Fair Market Sales Value of the portion of the Property not subject to a Partial Purchase Option, as determined by an appraisal thereof delivered in connection with the exercise of such option and in form and substance satisfactory to the Lessor and the Indenture Trustee, after giving effect to such purchase, shall not be less than the Lease Balance as reduced by the purchase price of the parcel or parcels being sold;
(vi) the RVI Policy shall either by its express terms permit such Partial Purchase Option, or the consent of the RVI Provider to such Partial Purchase Option (and issuance of an endorsement to the RVI Policy satisfactory to the Lessor and the Indenture Trustee in connection therewith) shall have been obtained; and
(vii) the Lessee shall have delivered such evidence of compliance with the provisions of clause (iv) above as the Lessor or the Indenture Trustee may reasonably request, in form and substance satisfactory to them, and shall have paid all fees, costs and expenses, including those of the Participants and the Lessor, incurred in connection with any exercise of a Partial Purchase Option.
(c) If the Lessee exercises any option pursuant to this Section 18.1 then, upon the Indenture Trustee's receipt of all amounts due in connection therewith, the Lessor shall transfer to the Lessee or its designees all acquisition of the Lessor's right, title and fee interest in and to the Property in accordance with the procedures set forth in Section 21.1(a)pursuant to this clause (a) shall be irrevocable upon delivery thereof. Provided that no Lease Default, such transfer to Lease Event of Default, Acceleration Event or Unmatured Acceleration Event shall have occurred and be effective as of the date specified in the Purchase Notice. The Lessee may designatecontinuing, in a notice given to the Lessor and shall act in good faith to accommodate any refinancing activities undertaken by the Indenture Trustee not less than ten Lessee which are scheduled to take effect within ninety (1090) Business Days days prior to the closing of such purchase (time being of the essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Master Lease or any other Operative Document, including, without limitation, the obligation to pay to the Lessor the Lease Balance or Partial Purchase Option Price, as the case may be, on the date specified in the Purchase NoticeMaturity Date.
Appears in 1 contract
Sources: Master Lease and Deed of Trust (Electronic Arts Inc)
Purchase of Property. (a) Subject to the conditions contained herein, The Sale and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, the Lessee shall have the irrevocable option on any Scheduled Payment Date during the Lease Term to purchase all, but not less than all, of the Property subject to this Master Lease Purchase Agreement (the "Purchase Option"“SPA”) at a price equal to the aggregate Lease Balance (other than the Make-Whole Amount if such purchase is made on the Expiration Date) on the date of such purchase (the "Purchase Option Price"). The Lessee's exercise of its option pursuant to this Section 18.1(a) shall be subject to the following conditionsconditional upon:
(i) KSI obtaining the Lessee shall have delivered a Purchase Notice requisite consent from the developer to the Lessor sale pursuant to the principle agreement entered into between KSI and the Indenture Trustee not less than forty five (45) days prior to such purchase, specifying the date of such purchase; and
(ii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) a written notice of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a).
(b) Subject to the conditions contained herein, and without limitation of the Lessee's purchase obligation pursuant to Section 18.2 or 18.3, so long as no Lease Default or Lease Event of Default has occurred and is continuing, the Lessee shall have the irrevocable option on any Scheduled Payment Date occurring after the first anniversary of the Acquisition Date and prior to the final eighteen (18) months of the Lease Term to purchase (i) all, but not less than all, of the Solana Parcel, or (ii) all or any portion of the Undeveloped Parcel (each a "Partial Purchase Option") at a price equal to (x) in the case of the Solana Parcel, the amount established for such parcel in the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date, and (y) in the case of the Undeveloped Parcel, the per acre or per square foot amount established by the Appraisal delivered on the Acquisition Date pursuant to Section 6.1(d) of the Participation Agreement multiplied by the number of acres or square feet of the Undeveloped Parcel to be acquired by the Lessee, plus all Basic Rent due and payable on such Scheduled Payment Date, the Make-Whole Amount, if any, and all other amounts due and payable to the Lessor, the Purchasers and the Indenture Trustee as of such Scheduled Payment Date (either of the foregoing amounts described in clause (x) or (y) being referred to herein as a "Partial Purchase Option Price"). The Lessee's exercise of any option pursuant to this Section 18.1(b) shall be subject to the following conditions:
(i) the Lessee shall have delivered a Purchase Notice to the Lessor and the Indenture Trustee not less than forty five (45) days prior to such purchase, specifying the date of such purchasedeveloper;
(ii) the Lessee shall not have delivered (or, if delivered, shall not have failed to rescind) execution of a written notice Deed of Assignment of the Lessee's exercise of the Remarketing Option pursuant to Section 20.1(a)Property between ASSB and KSI;
(iii) a Partial Purchase Option with respect the execution and completion of the Agreement for Sale of Equipments to the Undeveloped Parcel may only be exercised one (1) time;entered between ASSB and KSI; and
(iv) after giving effect the execution of guarantee and indemnity by KSI to undertake and guarantee to pay the premium, penalty and all other charges to be imposed by Lands and Surveys Department and/or any purchase pursuant to this Section 18.1(b), the remainder of the Land and Improvements thereon subject to this Master Lease shall (A) be a separate lot for tax purposes and properly subdivided pursuant to all Requirements of Law, (B) have adequate and legal access for vehicular and pedestrian ingress and egress and for all necessary utilities, including water, sewer, electricity and gas, and to the extent necessary other relevant authorities for the use extension and enjoyment of such remainder, reciprocal easement agreements (such agreements to be consent mentioned in form and substance satisfactory to the Lessor and the Indenture Trustee), and (C) be otherwise be in compliance with all Requirements of Law;SPA.
(vb) KSI shall procure the Fair Market Sales Value of the portion of the Property not subject to a Partial Purchase Option, as determined by an appraisal thereof delivered in connection with the exercise of such option and in form and substance satisfactory to the Lessor and the Indenture Trustee, after giving effect to such purchase, shall not be less than the Lease Balance as reduced by the purchase price of the parcel or parcels being sold;
(vi) the RVI Policy shall either by its express terms permit such Partial Purchase Option, or the requisite consent of the RVI Provider sale and the execution of the Deed of Assignment from the developer within sixty (60) days from the date of SPA and execute the Agreement for Sale of Equipments simultaneously with SPA failing which ASSB shall have the right to such Partial Purchase Option terminate SPA subject to any extension of time to be mutually agreed between the parties in writing. Upon the said termination, KSI shall return the deposit of RM913,200 (and issuance of an endorsement “the Deposit”) to ASSB together with any other monies paid by ASSB pursuant to the RVI Policy satisfactory SPA (if any) whether the same have been demanded or not within fourteen (14) days from the date of the said termination failing which interest at the rate of Eight per centum (8%) per annum shall be payable on the sums due from the due date to the Lessor and the Indenture Trustee in connection therewith) shall have been obtained; and
(vii) the Lessee shall have delivered such evidence actual date of compliance with the provisions of clause (iv) above as the Lessor or the Indenture Trustee may reasonably request, in form and substance satisfactory to them, and shall have paid all fees, costs and expenses, including those of the Participants and the Lessor, incurred in connection with any exercise of a Partial Purchase Optionpayment.
(c) If KSI upon the Lessee exercises said termination shall also return the Deposit and any option other monies (if any) paid by ASSB to KSI pursuant to this Section 18.1 thenthe Agreement for Sale of Equipment whether the same have been demanded or not within fourteen (14) days from the date of the said termination failing which interest at the rate of Eight per centum (8%) per annum shall be payable on the sums due from the due date to the actual date of payment. Thereafter, SPA and the Agreement for Sale of Equipment shall be deemed to be terminated neither party shall have any further claim against the other;
(d) ASSB may apply for a loan to secure the purchase of the Property;
(e) The purchase consideration shall be payable by ASSB to KSI in the following manner:
(i) The sum of RM913,200 being part of deposit and part payment of the purchase consideration upon the Indenture Trustee's execution of SPA.
(ii) The sum of RM8,218,800 shall be paid by ASSB to KSI within three (3) months from the date of receipt of all amounts due in connection therewith, consent for the Lessor shall transfer to the Lessee or its designees all sale of the Lessor's right, title and interest in and to Property from the Property in accordance with the procedures set forth in Section 21.1(a), such transfer to be effective as of the date specified in the Purchase Notice. The Lessee may designate, in a notice given to the Lessor and the Indenture Trustee not less than ten (10) Business Days prior to the closing of such purchase (time being of the essence), the transferee or transferees to whom the conveyance shall be made (if other than to the Lessee), in which case such conveyance shall (subject to the terms and conditions set forth herein) be made to such designee; provided, however, that such designation of a transferee or transferees shall not cause the Lessee to be released, fully or partially, from any of its obligations under this Master Lease or any other Operative Document, including, without limitation, the obligation to pay to the Lessor the Lease Balance or Partial Purchase Option Price, as the case may be, on the date specified in the Purchase Noticedeveloper.
Appears in 1 contract
Sources: Sale and Purchase Agreement