Additional Terms of Purchase. If Tenant elects to purchase the Premises pursuant to any purchase option or right of first offer granted by Landlord to Tenant under the Lease and this Addendum, then the following additional terms and conditions will apply to such purchase:
(a) Landlord shall convey to Tenant at close of escrow by Grant Deed fee simple title to the Premises, free and clear of any taxes, assessments, liens, encumbrances or other exceptions to title, other than such matters as may exist as of the Commencement Date of the Lease or as agreed to by Tenant (the "Permitted Exceptions"). Tenant's obligation to purchase the Premises shall be conditioned upon Tenant's obtaining at close of escrow an ALTA extended coverage owner's policy of title insurance excluding all pre-printed exceptions (the "Title Policy") naming Tenant as the insured in the amount of the Purchase Price and showing fee title to the Premises as vested in Tenant subject only to the Permitted Exceptions. If Tenant is unable to obtain such a Tide Policy, Tenant may elect, in Tenant's sole discretion, to pursue any or all of the following courses: (i) accept the title insurance policy that can be obtained and close the purchase of the Premises, (ii) accept a title insurance policy with one or more exceptions to title which are not Permitted Exceptions, (iii) delay the closing date to allow Landlord to remove any exception which is not a Permitted Exception, in which event Landlord shall use all reasonable efforts to remove such exceptions prior to the extended closing date, or (iv) rescind Tenant's exercise of the purchase option or the right of first offer.
(b) The sale and purchase of the Premises shall be consummated through an escrow established with a reputable title company selected by Tenant (the "Escrow Holder"). Close of escrow shall occur on the date specified by Tenant in its notice of exercise of the purchase option or right of first refusal, which date shall not be earlier than thirty (30) nor more than ninety (90) days after Tenant's notice of exercise. Prior to the scheduled closing date. Landlord and Tenant shall execute and deliver to Escrow Holder all escrow instructions, deeds, assignments, and other documents as may be necessary to close the purchase and sale.
(c) There shall be no proration of any amounts paid by Tenant for insurance, maintenance or utilities. Tenant shall pay all Monthly Base Rent and additional rent and all other obligations that accrue under the Lease prior to the close of...
Additional Terms of Purchase. If Tenant elects its Purchase Option hereunder, then the following additional terms and conditions will apply to such purchase:
Additional Terms of Purchase. (a) Except as provided herein, each Warrant shall entitle the holder to purchase one Warrant Share at an exercise price of $2.25 per share, at any time on or before the second anniversary of the closing date. Notwithstanding the foregoing, the Warrants may be exercised only if the Company obtains shareholder approval to increase its authorized shares of Common Stock (in the manner described in the Company's recent proxy statement), failing which approval the Warrants shall not be exercisable. Subject to the specific terms described herein, the Warrants shall be evidenced by a Warrant Agreement in form similar to that delivered to the purchasers in the Company's July 24, 1998 private placement, except that the Warrant Agreement shall contain customary anti-dilution provisions for stock splits, reverse stock splits and stock dividends and shall contain a net cashless exercise provision permitting the holder to pay the exercise price using shares of Common Stock otherwise issuable upon exercise of the Warrants evidenced by the Warrant Agreement.
(b) The Company agrees to use its best efforts to register the Shares and the Warrant Shares for resale under the Securities Act by the holders thereof on or before the first anniversary of the closing date. If the Company files a Form S-3 registration statement under the Securities Act covering the resale of other shares of Common Stock of the Company on or after the date of the increase in the Company's authorized shares, then the Company shall include in such registration statement the Shares and the Warrant Shares for resale by the holders thereof.
(c) Investor agrees to enter into a "lock-up agreement" pursuant to which Investor will be prohibited from selling any Shares or Warrant Shares prior to the first anniversary of the closing date.
Additional Terms of Purchase. In addition to Vendor’s obligations set forth above, if CDF at any time repossesses or otherwise comes into possession of any Merchandise from any Dealer who received the Merchandise from a third party and not directly from Vendor, Vendor shall purchase such Merchandise from CDF on demand, in accordance with the terms set forth above in Section 3: provided, however.
(a) CDF will first request such third party to purchase such Merchandise from CDF; and (b) if such third party fails to immediately purchase such Merchandise from CDF, Vendor shall immediately purchase such Merchandise and pay CDF a purchase price therefor in an amount equal to the total unpaid balance (being principal and finance charges) owed to CDF with respect to such Merchandise and all costs and expenses (including, without limitation, reasonable attorneys’fees) paid or Incurred by CDF in connection with its repossession of such Merchandise, but in no event will Vendor’s liability with respect to any item of such Merchandise exceed Vendor’s invoice price for such item.
Additional Terms of Purchase. In addition to Vendor's obligations set forth above, if DFS at any time repossesses or otherwise comes into possession of any new and unused condition Merchandise and any merchandise subject to wear and tear incidental to display and or demonstration if DFS financed such merchandise under vendors approved demonstration program with DFS as outlined in the Terms Letter between DFS and vender attached hereto as exhibit "A" from any Dealer who received the Merchandise from a third party and not directly from Vendor, Vendor shall purchase such Merchandise from DFS on demand, in accordance with the terms set forth above in Section 3; provided, however: (a) DFS will first request such third party to purchase such Merchandise from DFS; and (b) if such third party fails to immediately purchase such Merchandise from DFS, Vendor shall immediately purchase such Merchandise and pay DFS a purchase price therefor in an amount equal to the total unpaid balance (being principal and finance charges which have accrued to the date of vendors payment to DFS) owed to DFS with respect to such Merchandise and all costs and expenses (including, without limitation, reasonable attorneys' fees) directly paid or incurred by DFS in connection with its repossession of such Merchandise, but in no event will Vendor's liability with respect to any item of such Merchandise exceed Vendor's invoice price for such item.
Additional Terms of Purchase. In addition to ACSI’s obligations set forth above, if CDF at any time repossesses or otherwise comes into possession of any Inventory from a Dealer who received the Inventory from a third party and not directly from ACSI, ACSI shall purchase such Inventory from CDF on demand, in accordance with the terms set forth above in Section 3; provided, however, that with respect to any Inventory (excluding Purchased Accounts and the inventory related to such accounts): (a) CDF will first request such third party to purchase such Inventory from CDF; and (b) if such third party fails to immediately purchase such Inventory from CDF, ACSI shall immediately purchase such Inventory and pay CDF a purchase price therefor in an amount equal to the total unpaid principal balance owed to CDF with respect to such Inventory and all costs and expenses (including, without limitation, reasonable attorneys’ fees) paid or incurred by CDF in connection with its repossession of such Inventory.
Additional Terms of Purchase. The parties hereto agree to the following additional terms and conditions of purchase.
(a) The "Effective Date" of the sale of the TPI Stock for all financial reporting and tax purposes shall be deemed to be the close of business on the last day of the calendar month ended immediately preceding the date of closing.
(b) After the Effective Date the parties shall, and shall cause their respective directors and officers to, cooperate fully with each other in the preparation of all financial statements and tax returns and shall provide, or cause to be provided to each other, any records and other information requested by such parties in connection therewith.
(c) Each of the Purchasers, jointly and severally, agree to indemnify and hold harmless the Company and its directors, officers, stockholders, employees, affiliates, agents and assigns from and against any and all costs, damages, disbursements, expenses, liabilities, losses, deficiencies, penalties, or settlements of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, interest, penalties, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution, and defense of claims and amounts paid in settlements that may be imposed on or otherwise incurred by any of the foregoing indemnified persons, that are based upon or arise from (i) any inaccuracy in or breach or non-performance of any of the representations, warranties, covenants, or agreements made by any of the Purchasers in or pursuant to this Agreement, (ii) all liabilities of TPI as of the Effective Date that were in any way related to the operations and activities of TPI prior to the Effective Date, whether known or unknown, contingent or fixed, except for those liabilities listed on Exhibit A attached hereto; and (iii) the operations and activities of TPI from and after the Effective Date.
(d) The Company agrees to indemnify and hold harmless the each of the Purchasers and their respective affiliates, agents and assigns from and against any and all costs, damages, disbursements, expenses, liabilities, losses, deficiencies, penalties, or settlements of any kind or nature, whether foreseeable or unforeseeable, including, but not limited to, interest, penalties, legal, accounting and other professional fees and expenses incurred in the investigation, collection, prosecution, and defense of claims and amounts paid in settlements that may be imposed on or otherwise incu...
Additional Terms of Purchase. In addition to Vendor's obligations set forth above, if CDF at any time repossesses or otherwise comes into possession of any Merchandise from any Dealer who received the Merchandise from a third party and not directly from Vendor, Vendor shall purchase such Merchandise from CDF on demand, in accordance with the terms set forth above in SECTION 3; and (b) if such third party fails to immediately purchase such Merchandise from CDF, Vendor shall immediately purchase such Merchandise and pay CDF a purchase price therefore in an amount equal to the total unpaid balance (being principal and finance charges) owed to CDF with respect to such Merchandise and all costs and expenses (including, without limitation, reasonable attorneys' fees) paid or incurred by CDF in connection with its repossession of such Merchandise, but in no event will Vendor's liability with respect to any item of such Merchandise exceed Vendor's invoice price for such item.
Additional Terms of Purchase. In addition to Vendor's obligations set forth above, if DFS at any time repossesses or otherwise comes into possession of any Merchandise from any Dealer who received the Merchandise from a third party and not directly from Vendor, Vendor shall purchase such Merchandise from DFS on demand, in accordance with the terms set forth above in Section 3; provided, however; (a) DFS will first request such third party to purchase such Merchandise from DFS; and (b) if such third party fails to immediately purchase such Merchandise from DFS, Vendor shall immediately purchase such Merchandise and pay DFS a purchase price therefor in an amount equal to the total unpaid balance (being principal and finance charges) owed to DFS with respect to such Merchandise and all costs and expenses (including, without limitation, reasonable attorneys' fees) paid or incurred by DFS in connection with its repossession of such Merchandise, but in no event will Vendor's liability with respect to any item of such Merchandise exceed Vendors invoice price for such item.
Additional Terms of Purchase
