Common use of Purchase of the Property Clause in Contracts

Purchase of the Property. If Tenant purchases the Property from Landlord pursuant to any of the terms of this Lease, Landlord shall, except as otherwise expressly provided, upon receipt from Tenant of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of such purchase, deliver to Tenant an ALTA Owner Policy of Title Insurance or such equivalent policy of title insurance as may be available in the State, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the Property to Tenant in the condition set forth in Article XXVI, except that the Property shall be free and clear of all mortgages and encumbrances other than (a) those Tenant has agreed hereunder to pay or discharge, (b) those mortgages which Tenant has agreed in writing to accept and to take title subject to on the date the Property was originally conveyed to Landlord and which are not in default, (c) encumbrances required to be imposed on the Property under Section 8.3, and (d) any other encumbrances permitted to be imposed on the Property under the provisions of Article XXVII which are assumable at no cost or expense to Tenant or to which Tenant may take subject without cost or expense to Tenant. The difference between the applicable purchase price and the total amount of the encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, Landlord shall be obligated to pay to Tenant in cash any negative difference between the applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant, including, without limitation, the cost of the aforementioned title insurance and attorneys' fees incurred by Landlord in connection with such conveyance and release, and documentary transfer and similar taxes, recording fees and expenses of Tenant's counsel, shall be paid by Tenant.

Purchase of the Property. If Tenant purchases the Property from Landlord pursuant to any of the terms of this Lease, Landlord shall, except as otherwise expressly provided, upon receipt from Tenant of the applicable purchase price, together with full payment of any unpaid Rent due and payable with respect to any period ending on or before the date of such purchase, deliver to Tenant an ALTA Owner Policy of Title Insurance or such equivalent policy of title insurance as may be available in the StateState and which is reasonably acceptable to Tenant, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the Property to Tenant in the condition set forth in Article XXVI, except that the Property shall be free and clear of all mortgages and encumbrances other than (a) those Tenant has agreed hereunder to pay or discharge, (b) those mortgages which Tenant has agreed in writing to accept and to take title subject to on the date the Property was originally conveyed to Landlord and which are not in default, (c) encumbrances required to be imposed on the Property under Section 8.3, and (d) any other encumbrances permitted to be imposed on the Property under the provisions of Article XXVII which are assumable at no cost or expense to Tenant or to which Tenant may take subject without cost or expense to Tenant. The difference between the applicable purchase price and the total amount of the encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, that Landlord shall be obligated to pay to Tenant in cash any negative difference between the applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant, including, without limitation, the cost of the aforementioned title insurance and attorneys' fees incurred by Landlord in connection with such conveyance and release, and documentary transfer and similar taxes, recording fees and expenses of Tenant's counsel, shall be paid by Tenant.

Purchase of the Property. 34.2.1 The purchase price shall be $8,039,000. If Tenant purchases exercises the Purchase Option in the First Exercise Period, Tenant shall have elected to purchase the entire Property and Tenant shall be entitled to a purchase price reduction of $200,000 if such Closing occurs before expiration of the sixty-sixth (66th) month of the Lease Term. If Tenant exercises the Purchase Option in the Second Exercise Period, the Seller shall sell and the Buyer shall purchase the Property from excluding approximately one and one-half acres of land with frontage on W▇▇▇▇ Avenue as mutually agreed upon by Landlord pursuant and Tenant which shall be retained by Landlord (the “Retained Land”), provided, however, Landlord shall not be entitled to select any portion of the terms land where the existing parking lot is currently located as the Retained Land unless Landlord reasonably agrees to construct a replacement parking lot for Tenant reasonably acceptable to Tenant and the replacement parking lot is completed before the construction on the Retained Land. Seller shall not be allowed primary access for ingress and egress over the balance of this Lease, Landlord the Property purchased by Buyer for the benefit of the Retained Land. Buyer and Seller shall, except as otherwise expressly providedhowever, be allowed to create any easements required by city regulations or requirements in subdividing the Property to allow the other party secondary access over such other party’s land for fire trucks or other purposes. Upon the mutual execution of a purchase and sale agreement, which Landlord shall deliver to Buyer promptly upon receipt from Tenant of Tenant’s Purchase Option Notice, escrow shall be opened upon the mutual execution and delivery to escrow of the applicable purchase priceand sale agreement. Escrow will be opened and title shall be ordered with First American Title Company, together Los Angeles, as title company and escrow holder (“Escrow Holder”). The Deposit shall be held by Escrow Holder in an interest-bearing account insured by the federal government in an institution as directed by Landlord. If the purchase and sale of the Property is consummated as contemplated hereunder, the Deposit plus all interest accrued thereon shall be paid to Seller and credited against the Purchase Price. If the purchase and sale of the Property is not consummated because of any reason except for a default under this Agreement on the part of Seller, then the Deposit plus all interest accrued thereon shall be immediately refunded to Seller. If the purchase and sale of the Property is not consummated because of a default by Seller under the purchase and sale agreement, then the Deposit plus all interest accrued thereon shall be paid to and retained by Buyer. Buyer shall deposit the balance of the Purchase Price in cash with full Escrow Holder before Close of Escrow in accordance with the requirements of the Escrow Holder. Seller and Buyer shall negotiate in good faith to execute a purchase and sale agreement within a timely manner, as time is of the essence, on the terms and conditions set forth herein. 34.2.2 Title to the Property will be conveyed to Buyer by special warranty deed on close of escrow subject to matters of title approved by Buyer. Title shall be conveyed subject to no monetary liens except for the payment of non-delinquent real property taxes. Title insurance shall be provided by First American Title Company, Los Angeles. Seller shall pay the premium for the title policy of a standard coverage owner’s policy, and Buyer shall pay any unpaid Rent due and payable additional title insurance costs associated with respect to any period ending on or before the date of such purchase, deliver to Tenant Buyer obtaining an ALTA Owner Policy or other extended coverage owner’s policy (including an updated ALTA survey of Title Insurance or such equivalent the Property, any lender’s policy of title insurance as may be available in the State, together with such endorsements, reinsurance agreements and direct access agreements as Tenant may reasonably request, together with an appropriate special warranty deed or other conveyance conveying marketable fee simple title in and to the Property to Tenant in the condition set forth in Article XXVI, except that the Property shall be free and clear of all mortgages and encumbrances other than (a) those Tenant has agreed hereunder to pay or discharge, (b) those mortgages which Tenant has agreed in writing to accept and to take title subject to on the date the Property was originally conveyed to Landlord and which are not in default, (c) encumbrances required to be imposed on the Property under Section 8.3insurance, and (d) any other encumbrances permitted to be imposed on the Property under the provisions of Article XXVII which are assumable at no cost or expense to Tenant or to which Tenant may take subject without cost or expense to Tenant. The difference between the applicable purchase price and the total amount of the encumbrances assumed or taken subject to, if a positive number, shall be paid in cash to Landlord or as Landlord may direct, in federal or other immediately available funds, unless otherwise mutually agreed by Landlord and Tenant; provided, Landlord shall be obligated to pay to Tenant in cash any negative difference between the applicable purchase price and the total amount of the encumbrances so assumed or taken subject to by Tenant. All reasonable expenses of conveying the Property to Tenant, including, without limitation, the cost of the aforementioned any title endorsements that Seller elects to obtain). 34.2.3 All other closing costs, transfer taxes, title insurance and attorneys' fees incurred by Landlord in connection with such conveyance and release, and documentary transfer and similar taxespolicy costs, recording fees and expenses of Tenant's counsel, the like shall be paid shared equally by TenantBuyer and Seller. 34.2.4 Buyer shall have twenty-one (21) days following receipt of a preliminary title report and underlying documents (including, to the extent easily obtainable, any easement plot plans) (“Contingency Date”) to approve the condition of title for the Property. If Buyer notifies Seller in writing by the Contingency Date that one or more items are disapproved, Seller will have the right to (i) cure any unacceptable item prior to the Closing, or (ii) elect to immediately terminate the escrow and the purchase and sale agreement. If Seller is unable or unwilling to cure any disapproved exception to title or if escrow is terminated as provided in this paragraph, then Buyer shall have the right to terminate the purchase and sale agreement and any Deposit made by Buyer as of that date, less Buyer’s escrow costs, will be returned to Buyer, provided Buyer is not in default under the Lease Agreement. Alternatively, Buyer may elect to waive the objection to title and proceed to closing. Buyer shall have up to thirty days (30) days following the Contingency Date (the “Financing Contingency Date”) to obtain financing for the Property in an amount not to exceed 85% of the purchase price (“Financing Contingency”). Buyer shall give written notice to Seller before expiration of the Financing Contingency Date if Buyer has failed to satisfy the Financing Contingency. Buyer’s failure to timely give notice to Seller of Buyer’s failure to satisfy the Financing Contingency shall be deemed Buyer’s satisfaction or waiver the Financing Contingency and the purchase and sale transaction shall proceed towards Closing. 34.2.5 Buyer is purchasing property “AS IS” and will have until the Contingency Date to investigate and approve or disapprove the Property for Buyer’s intended use, which investigation will include, but not be limited to economic feasibility, zoning, building condition, availability of utilities, permits, soils, geology and environmental conditions, certificate of occupancy or final inspection card, a copy of Seller’s current title insurance policy, and other governmental approvals and reports (“Contingent Items”). The investigation of the Property will be conducted at Buyer’s sole expense. Buyer may request prior to Buyer’s exercise of the Purchase Option but Seller shall not be obligated to provide to Buyer until after Seller’s receipt of Buyer’s Purchase Option Notice, and to the extent in Seller’s possession, the following: one (1) set of copies of documents relating to the Property, including any maintenance records, prior soils and engineering reports, Certificate of Occupancy, final inspection card, and property improvement plans to the extent any such documents are in Seller’s possession. If Seller delivers any such reports or Property information, it shall be without any representation or warranty by Seller as to accuracy or completeness. Buyer shall indemnify Seller and its contractors agents from and against all claims, actions, losses, liabilities, damages, costs and expenses (including, but not limited to, attorneys’ fees and costs) incurred, suffered by, or claimed against the Seller, etc. or any of them, by reason of any reliance on any information contained in the reports delivered to Buyer prior to the Effective Date, damage to the Property or injury to persons caused by Buyer and/or its agents, representatives or consultants in investigating the Property. The foregoing provisions shall survive the Closing or any termination of the purchase and sale agreement. 34.2.6 The parties shall represent and warrant that neither party has incurred any obligations for each real estate broker’s commissions, finder’s fees or any similar fees in connection with the transaction contemplated by the sale of the Property except for a commission, if any, due pursuant to a separate commission agreement. If any person asserts a claim for commission or finder’s fee based upon any contact or dealings with Buyer or Seller, the party through whom that person makes his claim will indemnify, hold harmless and defend that other party from such claim and all expenses, including reasonable attorneys’ fees, incurred by the other party in defending the claim.