Common use of Purchase Procedures Clause in Contracts

Purchase Procedures. In the event of the purchase of Landlord’s interest in the Premises by Tenant pursuant to any provision of this Lease, the terms and conditions set forth below shall apply. (a) On the closing date fixed for the purchase of Landlord’s interest in the Premises: (i) Tenant shall pay to Landlord, in lawful money of the United States, by wire transfer of immediately available funds, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate, the purchase price; and (ii) (ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Premises subject to, (A) Permitted Encumbrances (except free of the lien of any Mortgage if the purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.

Purchase Procedures. In If the event of Holders have the right to require the purchase of Landlord’s interest in the Premises by Tenant Securities pursuant to any provision of this LeaseSection 12.01, the terms Company shall purchase such Securities for cash at a Purchase Price equal to 100% of the Accreted Principal Amount thereof, plus accrued and conditions set forth below unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date (the "Purchase Price") (provided that if the Purchase Date is an Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Liquidated Damages, shall apply.be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) On delivery to the closing Paying Agent by the Holder of a written notice of purchase (a "Purchase Notice") at any time from the opening of business on the date fixed for that is 21 Business Days prior to a Purchase Date until the purchase close of Landlord’s interest in the Premisesbusiness on such Purchase Date stating: (i) Tenant shall pay to Landlordif a certificated Security has been issued, in lawful money the certificate number of the United StatesSecurity which the Holder will deliver to be purchased or if not, by wire transfer such information as may be required under applicable procedures of immediately available fundsthe Depositary, (ii) the portion of the Original Principal Amount of the Security which the Holder will deliver to be purchased, at Landlord’s address hereinabove stated which portion must be $1,000 or at any other place in an integral multiple thereof, and (iii) that such Security shall be purchased as of the United States which Landlord may designate, the purchase priceapplicable Purchase Date pursuant to this Article 12; and (iib) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (iitogether with all necessary endorsements) Landlord at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall execute and deliver be so paid pursuant to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which this Article only if the Security so delivered to the Paying Agent shall transfer Landlord’s interest conform in all respects to the description thereof in the Premises subject torelated Purchase Notice. The Company shall purchase from the Holder thereof, (A) Permitted Encumbrances (except free pursuant to this Article, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article shall be consummated by the payment of the lien Purchase Price to be received by the Holder in cash promptly following the later of any Mortgage if the purchase is under Purchase Date and the time of delivery of the Security as set forth in Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any12.04. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.

Purchase Procedures. In If the event of Holders have the right to require the purchase of Landlord’s interest in the Premises by Tenant Securities pursuant to any provision of this LeaseSection 15.01, the terms Issuer shall purchase such Securities for cash at a Purchase Price equal to 100% of the Principal Amount thereof, plus accrued and conditions set forth below unpaid interest (including Contingent Interest and Liquidated Damages, if any) to, but excluding, the Purchase Date (the "PURCHASE PRICE") (provided that if the Purchase Date is any day during the period from the close of business on any Regular Record Date immediately preceding any Interest Payment Date to the close of business on such Interest Payment Date, any accrued and unpaid interest, Contingent Interest or Liquidated Damages, shall apply.be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Security for purchase), at the option of the Holder thereof, upon: (a) On delivery to the closing Paying Agent by the Holder of a written notice of purchase (a "PURCHASE NOTICE") at any time from the opening of business on the date fixed for that is 21 Business Days prior to a Purchase Date until the purchase close of Landlord’s interest in the Premisesbusiness on such Purchase Date stating: (i) Tenant shall pay to Landlordif a certificated Security has been issued, in lawful money the certificate number of the United StatesSecurity which the Holder will deliver to be purchased or if not, by wire transfer such information as may be required under applicable procedures of immediately available fundsthe Depositary, (ii) the portion of the Principal Amount of the Security which the Holder will deliver to be purchased, at Landlord’s address hereinabove stated which portion must be $1,000 or at any other place in an integral multiple thereof, and (iii) that such Security shall be purchased as of the United States which Landlord may designate, the purchase priceapplicable Purchase Date pursuant to this Article 15; and (iib) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (iitogether with all necessary endorsements) Landlord at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall execute and deliver be so paid pursuant to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which this Article only if the Security so delivered to the Paying Agent shall transfer Landlord’s interest conform in all respects to the description thereof in the Premises subject torelated Purchase Notice. The Issuer shall purchase from the Holder thereof, (A) Permitted Encumbrances (except free pursuant to this Article, a portion of a Security if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Issuer contemplated pursuant to the provisions of this Article shall be consummated by the payment of the lien Purchase Price to be received by the Holder in cash promptly following the later of any Mortgage if the purchase is under Purchase Date and the time of delivery of the Security as set forth in Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any15.04. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.

Purchase Procedures. In 2.1 SSSA shall from time to time notify the event Sightholder or Accredited Buyer (as the case may be) of the dates and venues of Sights and any changes thereto. The dates and frequency of Sights in one Sight Location may vary from time to time from the dates of Sights in other Sight Locations. 2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of Landlord’s interest such Sight or such other date as is notified by SSSA from time to time. 2.3 No less than two (2) business days prior to the commencement of the relevant Sight, SSSA shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Premises Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by Tenant pursuant the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any provision of this LeaseBoxes not applied for. 2.4 SSSA will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the terms and conditions set forth below venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall applybe entitled to offer to purchase (at the price notified by SSSA) all or any of the Boxes made available for inspection at that Sight. Acceptance by SSSA of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (aas the case may be) On the closing date fixed for the may decide not to offer to purchase of Landlord’s interest in the Premises: (i) Tenant shall pay to Landlord, in lawful money any or all of the United States, Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by wire transfer of immediately available funds, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate, the purchase price; and SSSA from time to time (ii) (ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Premises subject to, (A) Permitted Encumbrances (except free of the lien of any Mortgage if the purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except well as for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.other

Purchase Procedures. In the event The Issuer shall purchase such Debentures for cash at a Purchase Price equal to 100% of the purchase of Landlord’s principal amount thereof, plus accrued and unpaid interest in the Premises by Tenant pursuant to any provision of this Lease(including Additional Interest, if any) to, but excluding, the terms Purchase Date (the "PURCHASE PRICE") (provided that if the Purchase Date is an Interest Payment Date, any accrued and conditions set forth below unpaid interest or Additional Interest, shall apply.be paid to the Holder of record as of the applicable Regular Record Date, rather than to the Holder presenting the Debenture for purchase), at the option of the Holder thereof, upon: (a) On delivery to the closing Paying Agent by the Holder of a written notice of purchase (a "PURCHASE NOTICE") at any time from the opening of business on the date fixed for that is 20 Business Days prior to a Purchase Date until the purchase close of Landlord’s interest in business on the PremisesBusiness Day immediately preceding such Purchase Date stating: (i) Tenant shall pay to Landlordif a certificated Debenture has been issued, in lawful money the certificate number of the United StatesDebenture which the Holder will deliver to be purchased or if not, by wire transfer such information as may be required under applicable procedures of immediately available fundsthe Depositary, (ii) the portion of the principal amount of the Debenture which the Holder will deliver to be purchased, at Landlord’s address hereinabove stated which portion must be $1,000 or at any other place in an integral multiple thereof, and (iii) that such Debenture shall be purchased as of the United States which Landlord may designate, applicable Purchase Date pursuant to the purchase priceprovisions of the Debentures and this Article 6; and (iib) delivery of such Debenture to the Paying Agent (iior effectuate a book-entry transfer of such Debenture in accordance with the Depositary's procedures) Landlord prior to, on or after the Purchase Date (together with all necessary endorsements) at the offices of the Paying Agent, such delivery or book-entry transfer being a condition to receipt by the Holder of the Purchase Price therefor; provided, however, that such Purchase Price shall execute and deliver be so paid pursuant to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which this Article 6 only if the Debenture so delivered to the Paying Agent shall transfer Landlord’s interest conform in all respects to the description thereof in the Premises subject torelated Purchase Notice. The Issuer shall purchase from the Holder thereof, (A) Permitted Encumbrances (except free pursuant to this Article 6, a portion of a Debenture if the principal amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Fourth Supplemental Indenture that apply to the purchase of all of a Debenture also apply to the purchase of such portion of such Debenture. Any purchase by the Issuer contemplated pursuant to the provisions of this Article 6 shall be consummated by the payment of the lien Purchase Price to be received by the Holder in cash promptly following the later of any Mortgage if the purchase is under Purchase Date and the time of delivery, or book-entry transfer of the Debenture as set forth in Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any6.04. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.

Purchase Procedures. In 4.1 As an aid to Suppliers in planning its manufacture of Door Visors, Purchaser shall provide Suppliers with good faith estimates of purchases anticipated to be made by Purchaser during a specified future period of Lime as agreed between Purchaser and Suppliers, which estimates shall be set forth in each purchase order issued by Purchaser to Suppliers pursuant to Section 4.2, provided that such estimates shall not be binding on Purchaser. 4.2 Unless otherwise agreed in writing, for the event purpose of ordering Door Visors , Purchaser shall issue a purchase order to Suppliers containing (i) a firm order for Door Visors for a specified period as agreed between Purchaser and Suppliers and (ii) a requested delivery date for such Door Visors. Each purchase order shall be sent by telex or facsimile, at 20 days before the requested date of delivery of Door Visors by Suppliers to Purchaser, and two copies of each such purchase order duly signed by Purchaser shall be immediately mailed by Purchaser to Suppliers. 4.3 Suppliers shall notify Purchaser, by telex or facsimile, within five(5) business days from the date of the purchase order, whether or not Suppliers accept such purchase order and one copy of Landlord’s interest each purchase order shall be duly counter-signed and immediately returned by Supplier to Purchaser. Suppliers shall accept any purchase order if the quantities of the Door Visors specified in such purchase order do not grossly exceed the estimated quantities of the Door Visors specified in the Premises purchase order last issued by Tenant Purchaser to Suppliers pursuant to Section 4.2. 4.4 Each individual purchase agreement for the Door Visors shall become effective between Purchaser and Suppliers upon the acceptance by telex or facsimile by Suppliers, in accordance with Section 4.3. of a purchase order issued by Purchaser pursuant to Section 4.2. 4.5 If, at any provision time during the term of this LeaseAgreement, Suppliers are unable to manufacture and supply the full amount of the total quantity of Door Visors specified in the applicable purchase order issued by Purchaser and accepted by Suppliers, then, Suppliers will promptly advise Purchaser of the situation and steps, if any, which Suppliers propose to take to correct the deficiencies. Purchaser shall discuss with Suppliers and determine the quantity which will be supplied to Purchaser, the terms delivery schedule, and conditions set forth below the manner and means of delivery to Purchaser. giving due consideration to such situation, the Suppliers' proposal on the steps to be taken and the results of such, discussion. Purchaser and Suppliers shall applybe bound by such determination of Purchaser. (a) On the closing date fixed for the purchase of Landlord’s interest in the Premises: (i) Tenant shall pay to Landlord, in lawful money of the United States, by wire transfer of immediately available funds, at Landlord’s address hereinabove stated or at any other place in the United States which Landlord may designate4.6 Notwithstanding Section 4.5, the amount of all additional costs and any loss or damage incurred by Purchaser resulting from Suppliers' failure to deliver Door Visors in accordance with the applicable purchase price; and (ii) (ii) Landlord order issued by Purchaser and accepted by Suppliers, shall execute be borne by Suppliers and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Premises subject to, (A) Permitted Encumbrances (except free of the lien of any Mortgage if the purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a any loss or damage, promptly paid by Suppliers to Purchaser upon demand. 4.7 The details of purchase procedures for Door Visors including manners of Landlord’s interest packing, packaging and loading of Door Visors, and the quantities of Door Visors of which each quantity of Door Visors to be ordered by Purchaser hereunder shall be in multiples shall be set forth in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if anyPurchase Procedures Manual. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.

Purchase Procedures. In 2.1 GSS shall from time to time notify the event Sightholder or Accredited Buyer (as the case may be) of the dates and venues of Sights and any changes thereto. The dates and frequency of Sights in one Sight Location may vary from time to time from the dates of Sights in other Sight Locations. 2.2 A Sightholder or Accredited Buyer (as the case may be) shall submit a request for the Boxes which it wishes to purchase at a Sight not less than fourteen (14) days before the first day of Landlord’s interest such Sight or such other date as is notified by GSS from time to time. 2.3 No less than two (2) business days prior to the commencement of the relevant Sight, GSS shall notify the Sightholder or Accredited Buyer (as the case may be) as to whether or not any or all of the Boxes specified in the Premises Sightholder or Accredited Buyer’s (as the case may be) Box request are available. For the avoidance of doubt, such notification shall only include those Boxes applied for by Tenant pursuant the Sightholder or Accredited Buyer (as the case may be) under Condition 2.2 and shall not require the Sightholder or Accredited Buyer (as the case may be) to offer to purchase any provision of this LeaseBoxes not applied for. 2.4 GSS will determine, and notify the Sightholder or Accredited Buyer (as the case may be) of, the terms and conditions set forth below venue of the Sight at which the Boxes notified to the Sightholder or Accredited Buyer (as the case may be) as available under Condition 2.3 will be available for inspection by the Sightholder or Accredited Buyer (as the case may be). At that Sight, the Sightholder or Accredited Buyer (as the case may be) shall applybe entitled to offer to purchase (at the price notified by GSS) all or any of the Boxes made available for inspection at that Sight. Acceptance by GSS of the Sightholder or Accredited Buyer’s (as the case may be) offer shall create a binding Contract. 2.5 The Sightholder or Accredited Buyer (aas the case may be) On may decide not to offer to purchase any or all of the closing date fixed Boxes made available for inspection. For Boxes containing Diamonds of above a size notified in writing by GSS from time to time (as well as for other Boxes as notified to the Sightholder or Accredited Buyer (as the case may be) from time to time), the Sightholder or Accredited Buyer (as the case may be) may reject up to a certain percentage of Diamonds by carat weight of the Box as determined in writing from time to time by GSS. The rejections will take place on the terms, and subject to conditions, as separately notified in writing from time to time by GSS. 2.6 A Sightholder or Accredited Buyer (as the case may be) shall be responsible for: 2.6.1 complying with all labelling, marking, packaging, Box description and other applicable legal requirements in the territory to which the Boxes are to be delivered; and 2.6.2 obtaining any necessary licences and paying all applicable duties, taxes, levies, penalties and other charges or fees of any kind in respect of the delivery of the Boxes and their resale by the Sightholder or Accredited Buyer (as the case may be); and 2.6.3 obtaining all necessary authorisations in terms of the Precious and Semi-Precious Stones (Protection) Act Cap 66:03 (as amended and/or replaced from time to time) for the purchase of Landlord’s interest in the Premises: (i) Tenant shall pay to Landlord, in lawful money of the United States, by wire transfer of immediately available funds, at Landlord’s address hereinabove stated rough or at any other place in the United States which Landlord may designate, the purchase price; and (ii) (ii) Landlord shall execute and deliver to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which shall transfer Landlord’s interest in the Premises subject to, (A) Permitted Encumbrances (except free of the lien of any Mortgage if the purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching to the Premises after the Effective Date which shall not have been created or caused by Landlord, and (C) all Applicable Laws then in effect. In the case of a purchase of Landlord’s interest in the Premises by Tenant pursuant to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if any. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.uncut diamonds,

Purchase Procedures. In The Company shall purchase such Securities at a Purchase Price equal to the event Accreted Principal Amount for such series of the purchase Securities, plus accrued and unpaid interest for such series of Landlord’s interest in the Premises by Tenant pursuant to any provision of this LeaseSecurities (including Contingent Interest) to, but excluding, the terms and conditions set forth below shall apply.Purchase Date (the "PURCHASE PRICE") upon: (a) On delivery to the closing date fixed for Paying Agent by the Holder of a written notice of purchase of Landlord’s interest (which shall be in substantially the form included in Exhibit A-1 hereto and which may be delivered by letter, overnight courier, hand delivery, facsimile transmission or in any other written form and, in the Premises: case of Global Securities, may be delivered electronically or by other means in accordance with the Depositary's customary procedures) of the exercise of such rights (ia "PURCHASE NOTICE") Tenant shall to any Paying Agent at any time prior to the close of business on the Business Day immediately preceding the Purchase Date for such series of Securities; PROVIDED that, if a Holder of any Security fails to indicate in such Purchase Notice its election to withdraw such Purchase Notice or receive Cash in the event that the Company elects, pursuant to Section 12.03, to pay to Landlordthe Purchase Price, in lawful money whole or in part, in shares of Common Stock but such portion of the United StatesPurchase Price shall ultimately be paid to such Holder entirely in Cash because any of the conditions to payment of the Purchase Price in shares of Common Stock is not satisfied prior to 5:00 p.m., by wire transfer of New York City time, on the Business Day immediately available fundspreceding the Purchase Date, at Landlord’s address hereinabove stated or at any other place as set forth in the United States which Landlord may designateSection 12.03, the purchase pricesuch Holder shall be deemed to have elected to receive Cash; and (iib) delivery of such Security to the Paying Agent prior to, on or after the Purchase Date (iitogether with all necessary endorsements) Landlord at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the Purchase Price therefor; PROVIDED, HOWEVER, that such Purchase Price shall execute and deliver be so paid pursuant to Tenant a limited warranty deed, assignment and/or such other instrument or instruments as may be appropriate, which this Article only if the Security so delivered to the Paying Agent shall transfer Landlord’s interest conform in all respects to the description thereof in the Premises subject torelated Purchase Notice. The Company shall purchase from the Holder thereof, (A) Permitted Encumbrances (except free pursuant to this Article, a portion of a Security if the Original Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that apply to the purchase of all of a Security also apply to the purchase of such portion of such Security. Any purchase by the Company contemplated pursuant to the provisions of this Article shall be consummated by the payment of the lien Purchase Price to be received by the Holder promptly following the later of the Purchase Date and the time of delivery of the Security as set forth in Section 12.05. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 12.02 shall have the right to withdraw such Purchase Notice at any time prior to the close of business on the Business Day immediately preceding the Purchase Date by delivery of a written notice of withdrawal to the Paying Agent in accordance with Section 12.04. The Paying Agent shall promptly notify the Company of the receipt by it of any Mortgage if the purchase is under Section 13), (B) all liens, encumbrances, charges, exceptions and restrictions attaching Purchase Notice or written notice of withdrawal thereof. Anything herein to the Premises after the Effective Date which shall not have been created or caused by Landlordcontrary notwithstanding, and (C) all Applicable Laws then in effect. In the case of a Global Securities, any Purchase Notice may be delivered or withdrawn and such Securities may be surrendered or delivered for purchase in accordance with the applicable procedures of Landlord’s interest the Depositary as in the Premises by Tenant pursuant effect from time to Section 13, Landlord shall also pay to Tenant the net condemnation award, when received, if anytime. (b) Tenant shall pay all costs, charges and expenses of Landlord and Mortgagee incident to such transfer, including, without limitation, all recording fees, attorneys’ fees and expenses, transfer taxes, title insurance premiums and federal, state and local taxes, except for any net income taxes. (c) Tenant shall pay all Fixed Rent and Additional Rent due and payable up to an including the date Tenant purchases Landlord’s interest in the Premises. (d) If Tenant elects to acquire the Premises by assuming Landlord’s Mortgage, it must first obtain the Mortgagee’s consent, and if so approved, then it must pay for Mortgagee’s assumption and transactional costs.