Common use of Asset Purchase Option Clause in Contracts

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital Reserve, plus (ii) an amount (calculated as a yearly return) equal to 27.5% of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained in the Transaction Documents, the provisions of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) of the Option Agreement.

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital Reserve, plus (ii) an amount (calculated as a yearly return) equal to 27.5% of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price Price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained in the Transaction Documents, the provisions of this Section 1.03 1.03(a) shall be subject in all respects to the terms and conditions of Section 7(c) of the Option Agreement.

Asset Purchase Option. (a) The Lessee and the each Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the each Member at the closing of the asset purchase). The Lessee (and the each Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital ReserveReserve (assuming full funding thereof as of the date hereof, which will equal $750,000), plus (ii) an annual amount (calculated as a yearly return) equal to 27.525% of the Working Capital Reserve actually funded through Fundings(assuming full funding thereof as of the date hereof, which will equal $750,000), compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member Members to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member Members under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained in the Transaction Documents, the provisions of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) of the Option Agreement.

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital Reserve, plus (ii) an amount (calculated as a yearly return) equal to 27.5% of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained in the Transaction Documents, the provisions of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) of the Option Agreement.

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital ReserveReserve (including amounts funded with borrowings by the Member under the Senior Credit Documents), plus (ii) an amount (calculated as a yearly return) equal to 27.5% the Current Yield, calculated pro-rata, of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option AgreementAgreement through the closing date of the asset purchase. To avoid any doubt, BCC All Senior Loan Obligations shall receive a credit against be paid in full from the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after Price on the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision The right of BCC to exercise the contrary contained Asset Purchase Option is subject in the Transaction Documents, every case to full compliance with the provisions of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) 10 of the Option Agreement.Agreement and Article 18

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into due under the Promissory Note and the other Loan Documents including the Working Capital Reserve, plus (ii) an amount (calculated as a yearly returnwhich, when combined with all Option Payments made pursuant to Section 2(b) equal to 27.5% of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing dateOption Agreement equals $250,000, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding Lessee and Member agree that if the Asset Purchase Option is exercised, at the time of the closing of the Asset Purchase Option, any provision to amounts due under the contrary contained Promissory Note, and all other sums due Lender in the Transaction Documentsconnection therewith, the provisions of this Section 1.03 shall be subject in all respects paid to Lender from the terms and conditions of Section 7(c) of the Option AgreementPurchase Price.

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTIONAsset Purchase Option") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of the Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by the Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICEAsset Purchase Price" as used herein shall mean (i) all amounts actually funded into the Working Capital ReserveReserve pursuant to the Senior Note (together with any accrued and unpaid interest and other charges then due as of the date of determination), plus (ii) an amount (calculated as a yearly return) equal to 27.5% of the Guarantied Portion of the Working Capital Reserve, calculated as though the Working Capital Reserve actually were fully funded through Fundingsas of the date hereof, compounded annually on an annual basis through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained in the Transaction Documents, the provisions of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) of the Option Agreement.other

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital Reserve, plus (ii) an amount (calculated as a yearly return) equal to 27.525% of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained herein, in no event shall BCC be permitted to exercise the Transaction Documents, Asset Purchase Option unless (i) BCC is otherwise current on all Option Payments due and owing under the provisions Option Agreement at the time of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) exercise of the Asset Purchase Option Agreement.and (ii) BCC obtains the consent of Lessor to release

Asset Purchase Option. (a) The Lessee and the Member hereby grant to BCC an option (the "ASSET PURCHASE OPTION") to purchase all of the assets of the Lessee (including the option to take an assignment of the Lease) for the Asset Purchase Price. The Asset Purchase Option may be exercised by BCC by providing written notice to the Lessee at any time during the term of the Lease. The closing of the purchase of the assets of the Lessee shall take place within 30 days after BCC exercises the Asset Purchase Option at such location in Pennsylvania as BCC may designate. At the closing of the asset purchase, the Lessee shall transfer, assign and convey to BCC (or its designee) all assets of Lessee, free and clear of all Liens and restrictions of any kind or nature, except for Liens or restrictions in favor of the Lessor pursuant to the Lease Documents or in favor of BCC pursuant to the Transaction Documents (provided, however, Liens in favor of BCC securing Advances or other Obligations shall be paid in full by Lessee and the Member at the closing of the asset purchase). The Lessee (and the Member if requested by BCC) shall execute and deliver at the closing of the asset purchase an assignment of lease (assigning the Lease to the purchaser), a bill xx sale conveying all other assets of the Lessee and such other documents and instruments as BCC may reasonably request, all in form and substance reasonably satisfactory to BCC. The "ASSET PURCHASE PRICE" as used herein shall mean (i) all amounts actually funded into the Working Capital ReserveReserve (including advances for interest due under the Senior Note), plus (ii) an amount (calculated as a yearly return) equal to 27.5% of the Working Capital Reserve actually funded through Fundings, compounded annually through the closing date, plus (iii) the aggregate amount of all Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date (exclusive of the Management Fee), minus (iv) any payments made to the Member under the Option Agreement. To avoid any doubt, BCC shall receive a credit against the Asset Purchase price Price for any payments made to the Member under the Option Agreement paid as Current Yield in advance to the extent that such advance Option Payments are attributable to Current Yield accruing after the closing date. All Advances and all other Obligations due and payable by Lessee or the Member to BCC or a BCC Affiliate through the closing date of the asset purchase shall be payable from the Asset Purchase Price to BCC or the BCC Affiliate, as appropriate. Notwithstanding any provision to the contrary contained in the Transaction Documents, the provisions of this Section 1.03 shall be subject in all respects to the terms and conditions of Section 7(c) of the Option Agreement and Section 6.04 of this Agreement.