Common use of Third Party Sale Option Clause in Contracts

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property on the applicable Election Date (all as specified in the Election Notice), in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for the Property recently prepared (no more than thirty (30) days old prior to the date of delivery) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Date shall pay to Lessor an amount equal to the Termination Value for the Property. Upon receipt of such payment, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to the Property in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of all, but not less than all, the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property Properties, which has been recently prepared (no more than thirty (30) days old prior to the date of delivery) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Expiration Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and to all the Property Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Date (all as specified in the Election Notice), in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “"Sale Date”". (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property Properties recently prepared (no more than thirty ninety (3090) days old prior to the date of delivery) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties, at Lessee's sole cost and expense, in accordance with Section 19.119.1 and 20.2, without duplication.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property Properties recently prepared or updated (no more than thirty (30) days old prior to the date of deliverySale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Expiration Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor such investigations as deemed necessary by Lessor, including without limitation, a Phase I environmental site assessment for each of the Property Properties recently prepared (no more than thirty (30) days old prior to the date of deliveryold) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) by the date sixty (60) days prior to the Sale Expiration Date or in the event that such environmental site assessment (or if remediation has been undertaken to address any Environmental Violation or potential Environmental Violation, an additional environmental site assessment prepared on the same basis as referenced above in this paragraph) shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one two hundred eighty forty (180240) days prior to the Sale Datedate of delivery, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property Properties recently prepared (no more than thirty (30) days old prior to the date of deliverydelivery of such report) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor within the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases of its Available Commitment and its Available Holder Commitment, respectively, to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Expiration Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, . Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment assessments for each of the Property Properties recently prepared (no more than thirty (30) days old prior to the date of deliverySale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced environmental site assessments shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the Lenders and the Holders with respect to the foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment assessments by the date sixty (60) days prior to the Sale Expiration Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion)) other than the Pre-Existing Environmental Conditions, then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1. 21.1 [INTENTIONALLY OMITTED].

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property recently prepared (no more than Properties in accordance with the then most recent edition of the ASTM Protocols for Commercial Real Estate Transactions, which shall be dated within thirty (30) days old prior to from the date of delivery) delivery to Lessor, and prepared by an independent recognized professional environmental consultant reasonably acceptable to Lessor. Lessor (at the direction of the Agent) shall elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in formthe Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, scope amounts funded by the Lenders and content reasonably satisfactory the Holders with respect to Lessorthe foregoing shall be added to the Property Cost of each applicable Property; provided, further, amounts funded by Lessee with respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Expiration Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, Provided that (i) no Lease Default or Lease Event of Default shall -------- have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may ------------ Notwithstanding any prior election by the Lessee, if at any time during the Marketing Period, any Lease Default or Lease Event of Default occurs, Lessee shall be hereafter referred deemed to as have irrevocably exercised the “Sale Date”Purchase Option. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) 60 days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property recently Properties, prepared (no more than thirty (30) within 30 days old prior to the date of delivery) by an independent recognized professional reasonably acceptable its delivery to Lessor by the Environmental Consultant and in form, scope and content reasonably satisfactory to LessorLessor and the Majority Holders acting in good faith. In Lessor (at the event that Lessor direction of the Agent) shall not have received such elect whether the costs incurred respecting the above-referenced Phase I environmental site assessment shall be paid by either (i) sales proceeds from the Properties or (ii) Lessee; provided, amounts funded by Lessee with -------- respect to the foregoing shall be a part of (and limited by) the Maximum Residual Guarantee Amount. If Lessor does not receive an environmental site assessment for any Property by the date sixty (60) 60 days prior to the Sale Expiration Date or in if the event that such environmental assessment shall reveal for any Property reveals the existence of any material violation of Environmental Laws, other material Environmental Violation that is not remediated (at Lessee's sole expense) by the Expiration Date, or the potential for any material Environmental Violation (with materiality determined in each case as determined by Lessor and the Majority Holders in its reasonable their good faith discretion), then Lessee on the Sale Expiration Date shall pay to Lessor an amount equal to the Termination Value for that Property and any and all other amounts due and owing under the Operative Agreements with respect to that Property. Upon receipt of such payment, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to the that Property in accordance with Section 19.1.. ------------

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Expiration Date (all as specified in the Election Notice), ) in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “Sale Date”. (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Expiration Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment assessments for each of the Property Properties recently prepared (no more than thirty (30) days old prior to the date of deliverySale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. In Lessor (at the event that Lessor direction of the Agent) shall not have received such elect whether the costs incurred respecting the above-referenced environmental site assessment assessments shall be paid by either (i) sales proceeds from the Properties, (ii) Lessor (but only the extent amounts are available therefor with respect to the Available Commitments and the Available Holder Commitments or each Lender and each Holder approves the necessary increases in the Available Commitments and the Available Holder Commitments to fund such costs) or (iii) Lessee; provided, amounts funded by the date sixty (60) days prior Lenders and the Holders with respect to the Sale Date or in the event that such environmental assessment foregoing shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Date shall pay to Lessor an amount equal to the Termination Value for the Property. Upon receipt of such payment, Lessor shall transfer to Lessee all of Lessor’s right, title and interest in and be added to the Property in accordance Cost of each applicable Property; provided, further, amounts funded by Lessee with Section 19.1.respect to

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties (including Lessor's leasehold interests in all Properties subject to Head Leases) on the applicable Election Date (all as specified in the Election Notice), in accordance with the provisions of Section 22.1 hereof. Such Election Date on which a sale is required may be hereafter referred to as the “"Sale Date”". (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property Properties recently prepared (no more than thirty (30) days old prior to the date of deliverySale Date) by an independent recognized professional reasonably acceptable to Lessor and in form, scope and content reasonably satisfactory to Lessor. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties (including Lessor's leasehold interests in all Properties subject to Head Leases) and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1.

Third Party Sale Option. (a) Provided, that (i) no Default or Event of Default shall have -------- occurred and be continuing and (ii) the Election Notice has been appropriately given specifying the Sale Option, Lessee shall undertake to cause a sale of the Property Properties on the applicable Election Date (all as specified in the Election Notice), in accordance with the provisions of Section 22.1 hereof22.1. Such Election Date on which a sale is required may be hereafter referred to as the “"Sale Date”." --------- (b) In the event Lessee exercises the Sale Option then, as soon as practicable and in all events not less than sixty (60) days and not more than one hundred eighty (180) days prior to the Sale Date, Lessee at its expense shall cause to be delivered to Lessor a Phase I environmental site assessment for each of the Property Properties recently prepared (no more than thirty (30) days old prior to the date of deliverySale Date) by an independent recognized professional reasonably acceptable to Lessor Lessor, prepared in accordance with standard industry practice and in form, scope and content reasonably satisfactory to Lessor. In the event that Lessor shall not have received such environmental site assessment by the date sixty (60) days prior to the Sale Date or in the event that such environmental assessment shall reveal the existence of any material violation of Environmental Laws, other material Environmental Violation or potential material Environmental Violation (with materiality determined in each case by Lessor in its reasonable discretion), then Lessee on the Sale Date shall pay to Lessor an amount equal to the Termination Value for all the PropertyProperties and any and all other amounts due and owing hereunder. Upon receipt of such paymentpayment and all other amounts due under the Operative Agreements, Lessor shall transfer to Lessee all of Lessor’s 's right, title and interest in and to all the Property Properties in accordance with Section 19.1.