Common use of Purchase of Real Property Clause in Contracts

Purchase of Real Property. Landlord does not yet own the Real Property. Pursuant to that certain Purchase and Sale Agreement and Joint Escrow Instructions, dated June 30, 2004, as amended and as same may be further amended (“Purchase Agreement”), Landlord has agreed to buy the Real Property and Stetman and ▇▇▇▇▇▇ Properties has agreed to sell the Real Property to Landlord. Landlord shall use its commercially reasonable efforts to acquire or cause its affiliate to acquire the Real Property in accordance with the Purchase Agreement by January 15, 2005. It is a condition precedent to the effectiveness of the Lease (except for Sections 3.3, 3.4, 7.1, 18.2, 18.6, 18.14 and 18.18 hereof and this Section, which shall be in full force and effect as of the date of the Lease) that Landlord or an affiliate of Landlord shall have acquired the Real Property. If neither Landlord nor Landlord’s affiliate shall have acquired the Real Property by March 15, 2005, then Tenant may and, if such failure to acquire the Real Property is not due to any default or breach by Landlord, Landlord may, terminate this Lease by delivery of written notice to the other party, effective upon such delivery. If an affiliate of Landlord acquires the Real Property, then Landlord shall cause such affiliate to assume all of Landlord’s obligations hereunder before such affiliate acquires the Real Property or any interest therein (other than the right to purchase the Real Property pursuant to the Purchase Agreement). If Landlord or an affiliate of Landlord acquires the Real Property, then: (a) Landlord shall properly deliver written notice thereof to Tenant; (b) Landlord and Tenant shall promptly execute a written acknowledgment that the condition precedent set forth in this Section 18.19 has been satisfied; (c) Landlord and Tenant shall promptly execute and cause to be recorded a memorandum of this Lease (the recordation of the memorandum shall be deemed satisfaction of (b) above); (d) Landlord shall promptly cause any applicable holder of a mortgage or deed of trust which is superior in priority to this Lease to execute and deliver the Non-Disturbance Documents to Tenant in form and substance reasonably acceptable to Tenant; and (e) Landlord shall promptly cause Lawyers Title Company (“Title Company”) to deliver to Tenant an ALTA extended lessee’s policy of title insurance (with the Western Regional exception deleted) insuring Tenant’s leasehold in the Premises under this Lease in a reasonable and customary amount determined by Tenant on or before January 1, 2005, free and clear of all liens and encumbrances other than: (i) any deed of trust or mortgage for which Landlord has delivered Non-Disturbance Documents to Tenant; (ii) this Lease; (iii) any matter shown as Exceptions 1-18, and 20-24 on Schedule “B” of Title Company’s Preliminary Report No. 09000026-900-AP dated October 7, 2004; and (iv) any other items approved in writing by Tenant, which approval shall not be unreasonably withheld, conditioned or delayed.

Purchase of Real Property. Landlord does not yet own Seller for the Real Property. Pursuant consideration and upon and subject to that certain Purchase the terms and Sale Agreement and Joint Escrow Instructions, dated June 30, 2004, as amended and as same may be further amended (“Purchase Agreement”), Landlord has agreed to buy the Real Property and Stetman and ▇▇▇▇▇▇ Properties has agreed conditions hereinafter set forth hereby agrees to sell and convey the Real Property to Landlord. Landlord shall use its commercially reasonable efforts to acquire or cause its affiliate to acquire the Real Property in accordance with the Purchase Agreement by January 15Purchaser, 2005. It is a condition precedent to the effectiveness of the Lease (except for Sections 3.3, 3.4, 7.1, 18.2, 18.6, 18.14 and 18.18 hereof and this Section, which shall be in full force and effect as of the date of the Lease) that Landlord or an affiliate of Landlord shall have acquired the Real Property. If neither Landlord nor Landlord’s affiliate shall have acquired the Real Property by March 15, 2005, then Tenant may and, if such failure to acquire the Real Property is not due to any default or breach by Landlord, Landlord may, terminate this Lease by delivery of written notice to the other party, effective upon such delivery. If an affiliate of Landlord acquires the Real Property, then Landlord shall cause such affiliate to assume all of Landlord’s obligations hereunder before such affiliate acquires the Real Property or any interest therein (other than the right Purchaser hereby agrees to purchase the Real Property pursuant from Seller. At the Closing, the Seller shall deliver to the Purchase Agreement). If Landlord or an affiliate of Landlord acquires Purchaser a General Warranty Deed conveying the Real Property, then: (a) Landlord shall properly deliver written notice thereof Property to Tenant; (b) Landlord and Tenant shall promptly execute a written acknowledgment that the condition precedent set forth in this Section 18.19 has been satisfied; (c) Landlord and Tenant shall promptly execute and cause to be recorded a memorandum of this Lease (the recordation of the memorandum shall be deemed satisfaction of (b) above); (d) Landlord shall promptly cause any applicable holder of a mortgage or deed of trust which is superior in priority to this Lease to execute and deliver the Non-Disturbance Documents to Tenant in form and substance reasonably acceptable to Tenant; and (e) Landlord shall promptly cause Lawyers Title Company (“Title Company”) to deliver to Tenant an ALTA extended lessee’s policy of title insurance (with the Western Regional exception deleted) insuring Tenant’s leasehold in the Premises under this Lease in a reasonable and customary amount determined by Tenant on or before January 1, 2005Purchaser, free and clear of all liens and encumbrances other thanwhatsoever except for the lien, if any, relating to Brunswick County real estate taxes not yet due and payable, and as provided in the Loan Agreement, Promissory Note and Security Agreement of even date herewith. Costs and expenses shall be allocated among Seller and Purchaser in the following manner: (ia) any deed of trust or mortgage Seller shall be solely responsible for which Landlord has delivered Non-Disturbance Documents to Tenantthe following costs and expenses: i. preparing the General Warranty Deed; (ii) this Lease. preparing the Loan Agreement, Promissory Note, Deed of Trust, UCC financing statement and related financing documents; (iii) any matter shown as Exceptions 1. wood-18, and 20-24 on Schedule “B” destroying insects inspection; iv. Phase I environmental study; v. boundary survey of Title Company’s Preliminary Report Nothe Real Property; vi. 09000026-900-AP dated October 7, 2004revenue stamps for the deed; vii. escrow fees; and viii. broker's commission. (b) Purchaser shall be solely responsible for the following costs and expenses; i. insurance premiums from and after the Closing Date; ii. recordation fee for the deed; iii. recordation fee of the financing provided to Purchaser by Seller; iv. title insurance premium; v. title examination fee; and vi. the difference between an ALTA survey and a boundary survey if, pursuant to Paragraph 4.1 hereof, Purchaser has requested Seller to provide an ALTA survey. (c) any other items approved Notwithstanding the provisions of Paragraphs 2(a) and 2(b) hereof, Seller and Purchaser shall each be responsible for its own legal costs and expenses, including, without limitation, legal costs and expenses incurred in writing by Tenantconnection with the preparation and review of this Agreement, which approval shall not the related Bill ▇▇ Sale and Assignment, Loan Agreement, Promissory Note, Deed of Trust, and all documentation relating thereto. (d) Costs and expenses to be unreasonably withheld, conditioned or delayedpro rated between Seller and Purchaser are set forth in Paragraph 15 hereof.