Common use of Buy-Back Option Clause in Contracts

Buy-Back Option. 14.1 Notwithstanding any other provision contained in this Agreement, it is expressly understood and agreed to between the City and the Purchaser, that as additional consideration for the sale of the Property by the City to the Purchaser, the Purchaser shall Commence Construction, in accordance with the Development Permit and Applicable Law, on or before the date that is eighteen (18) months after the Closing Date. 14.2 In further consideration for the sale of the Property to the Purchaser by the City, the Purchaser, as Optionor, grants to the City, as Optionee, an exclusive and irrevocable Option to Purchase the Property together with all buildings, permanent fixtures and improvements from the Purchaser for a purchase price of DOLLARS($ ) (“Buy Back Option”). The difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option shall be forfeited to the City on account of damages and not as a penalty, without prejudice to the City’s right to pursue such other remedies against the Purchaser as the City may have at law or in equity. The Parties each agree that the difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option represents a genuine, reasonable, and proportionate pre-estimate of the damages the City is likely to suffer if the City reacquires the Property under the Buy Back Option. The Buy Back Option granted in this Agreement may be exercised by the City, at its sole discretion, upon the Purchaser failing to Commence Construction within the time limit stipulated in section 14.1. 14.3 The Buy Back Option granted in this Agreement shall be exercisable by the City in the following manner: (a) in the case that the Purchaser fails to Commence Construction in accordance with section 14.1, the City may, at its absolute discretion, at any time within ninety (90) days of the failure of the Purchaser to Commence Construction serve written notice on the Purchaser in the manner provided for in this Agreement, to commence construction within thirty (30) days from the date of the written notice. Upon the expiration of the time limit in such notice and the Purchaser failing to Commence Construction, then for all intents and purposes, the City shall be deemed to have exercised the Buy Back Option and the Purchaser shall sell and transfer the Property back to the City in accordance with this Agreement; (b) the closing date for the Buy Back of the Property (“Buy Back Option Closing Date”) shall be at 12:00 noon thirty (30) days following the date that this Buy Back Option is deemed to be exercised pursuant to subsection 14.3(a); (c) pursuant to subsection 10.2(b), the Purchaser shall, at its expense, deliver or cause to be delivered the Transfer Back to the City within a reasonable period of time prior to the Buy Back Option Closing Date. If the Transfer Back is not available for any reason, the Purchaser shall execute a fresh Transfer of Land in registrable form and deliver it to City within a reasonable time prior to the Buy Back Option Closing Date; (d) the City shall pay to the Purchaser the Buy Back Option purchase price on or before the Buy Back Option Closing Date; (e) any adjustments for taxes or outgoings as defined in section 6.2, shall be paid and adjusted at the Buy Back Option Closing Date; (f) on or before the Buy Back Option Closing Date, the Purchaser shall discharge any mortgages, liens or other encumbrances that the Purchaser has caused to be registered against the title to the Property or that were registered against the title to the Property by a person claiming by, through, from, or under the Purchaser. The City shall take title to the Property subject only to utility rights-of-way and encumbrances registered by the City; (g) the Purchaser shall deliver vacant possession of the Property to the City at 12:00 noon on the Buy Back Option Closing Date; and (h) time shall in all respects be of the essence in the Buy Back Option. 14.4 In the event that the City exercises the Buy Back Option, the Purchaser shall not be entitled to any compensation or damages in respect of buildings, fixtures or other improvements which may be constructed or situated on the Property, and the Purchaser agrees to be liable for and to indemnify each of the City and its Representatives for all costs and expenses suffered, sustained, paid, or incurred by any one or more of the City and its Representatives in relation to removing any or all buildings, fixtures or other improvements constructed or partially constructed on the Property by the Purchaser, its officers, servants, employees, agents, contractors or sub-contractors. The Purchaser agrees to further indemnify each of the City and its Representatives for all costs and expenses suffered, sustained, paid, or incurred by any one or more of the City and its Representatives in respect of returning the Property, as far as practicable, to the same condition as the Property was in prior to the execution of this Agreement.

Buy-Back Option. 14.1 Notwithstanding any other provision contained in this Agreement, it is expressly understood and agreed to between the City Town and the Purchaser, that as additional consideration for the sale of the Property by the City Town to the Purchaser, the Purchaser shall Commence Construction, in accordance with the Development Permit and Applicable Law, on or before the date that is eighteen (18) months after the Closing Date. . 14.2 In further consideration for the sale of the Property to the Purchaser by the CityTown, the Purchaser, as Optionor, grants to the CityTown, as Optionee, an exclusive and irrevocable Option to Purchase the Property together with all buildings, permanent fixtures and improvements from the Purchaser for a purchase price of DOLLARS($ ) (“Buy Back Option”). The difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option shall be forfeited to the City Town on account of damages and not as a penalty, without prejudice to the CityTown’s right to pursue such other remedies against the Purchaser as the City Town may have at law or in equity. The Parties each agree that the difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option represents a genuine, reasonable, and proportionate pre-estimate of the damages the City Town is likely to suffer if the City Town reacquires the Property under the Buy Back Option. The Buy Back Option granted in this Agreement may be exercised by the CityTown, at its sole discretion, upon the Purchaser failing to Commence Construction within the time limit stipulated in section 14.1. 14.3 The Buy Back Option granted in this Agreement shall be exercisable by the City Town in the following manner: (a) in the case that the Purchaser fails to Commence Construction in accordance with section 14.1, the City Town may, at its absolute discretion, at any time within ninety (90) days of the failure of the Purchaser to Commence Construction serve written notice on the Purchaser in the manner provided for in this Agreement, to commence construction within thirty (30) days from the date of the written notice. Upon the expiration of the time limit in such notice and the Purchaser failing to Commence Construction, then for all intents and purposes, the City Town shall be deemed to have exercised the Buy Back Option and the Purchaser shall sell and transfer the Property back to the City Town in accordance with this Agreement; (b) the closing date for the Buy Back of the Property (“Buy Back Option Closing Date”) shall be at 12:00 noon thirty (30) days following the date that this Buy Back Option is deemed to be exercised pursuant to subsection 14.3(a); (c) pursuant to subsection 10.2(b), the Purchaser shall, at its expense, deliver or cause to be delivered the Transfer Back to the City Town within a reasonable period of time prior to the Buy Back Option Closing Date. If the Transfer Back is not available for any reason, the Purchaser shall execute a fresh Transfer of Land in registrable form and deliver it to City Town within a reasonable time prior to the Buy Back Option Closing Date; (d) the City Town shall pay to the Purchaser the Buy Back Option purchase price on or before the Buy Back Option Closing Date; (e) any adjustments for taxes or outgoings as defined in section 6.2, shall be paid and adjusted at the Buy Back Option Closing Date; (f) on or before the Buy Back Option Closing Date, the Purchaser shall discharge any mortgages, liens or other encumbrances that the Purchaser has caused to be registered against the title to the Property or that were registered against the title to the Property by a person claiming by, through, from, or under the Purchaser. The City Town shall take title to the Property subject only to utility rights-of-way and encumbrances registered by the CityTown; (g) the Purchaser shall deliver vacant possession of the Property to the City Town at 12:00 noon on the Buy Back Option Closing Date; and (h) time shall in all respects be of the essence in the Buy Back Option. 14.4 In the event that the City exercises the Buy Back Option, the Purchaser shall not be entitled to any compensation or damages in respect of buildings, fixtures or other improvements which may be constructed or situated on the Property, and the Purchaser agrees to be liable for and to indemnify each of the City and its Representatives for all costs and expenses suffered, sustained, paid, or incurred by any one or more of the City and its Representatives in relation to removing any or all buildings, fixtures or other improvements constructed or partially constructed on the Property by the Purchaser, its officers, servants, employees, agents, contractors or sub-contractors. The Purchaser agrees to further indemnify each of the City and its Representatives for all costs and expenses suffered, sustained, paid, or incurred by any one or more of the City and its Representatives in respect of returning the Property, as far as practicable, to the same condition as the Property was in prior to the execution of this Agreement.

Buy-Back Option. 14.1 13.1 Notwithstanding any other provision contained in this AgreementContract, it is expressly understood and agreed to between the City and the Purchaser, that as additional consideration for the sale of the Property by the City to the Purchaser, the Purchaser shall Commence Construction, in accordance with the Development Permit and Applicable Law, on or before the date that is eighteen within twenty- four (1824) months after the Closing Date, the Purchaser shall commence construction of a l development on the Property with a main floor area of not less than square metres and or more additional stories in accordance with the development permit referenced in subsection 2.1(b) (the “Purchaser's Development”). For the purposes of this Contract, the term “commence construction” or any variation thereof shall mean that the Purchaser shall have completed construction of all footings and foundations required for the construction of the Purchaser’s Development. [Note: Section 13.1 may be revised in accordance with the details of the Purchaser’s proposed development.] 14.2 13.2 In further consideration for the sale of the Property to the Purchaser by the City, the Purchaser, as Optionor, grants to the City, as Optionee, an exclusive and irrevocable Option to Purchase the Property together with all buildings, permanent fixtures and improvements from the Purchaser for a purchase price of DOLLARS($ [90% of the Purchase Price] DOLLARS ($ .00) (“Buy Back Option”). The difference between the original Purchase Price for the Property and the purchase price Purchase Price contained in this Buy Back Option shall be forfeited to the City on account of damages and not as a penalty, without prejudice to the City’s right to pursue such other remedies against the Purchaser as the City may have at law or in equity. The Parties each agree that the difference between the original Purchase Price for the Property and the purchase price contained in this Buy Back Option represents a genuine, reasonable, and proportionate pre-estimate of the damages the City is likely to suffer if the City reacquires the Property under the Buy Back Optionlaw. The Buy Back Option herein granted in this Agreement may be exercised by the City, at its sole discretion, upon the Purchaser failing to Commence Construction commence construction of the Purchaser’s Development on the Property within the time limit stipulated in section 14.113.1. Prior to closing, the Purchaser shall execute a Transfer of Land back to the City to be held in trust by the Purchaser’s solicitor and released to the City upon demand in the event that the Purchaser fails to pay the City the balance of the Purchase Price or in the event that the City exercises the Buy Back Option. 14.3 13.3 The Buy Back Option herein granted in this Agreement shall be exercisable by the City in the following manner: (a) in In the case that the Purchaser fails to Commence Construction commence construction in accordance with section 14.113.1, the City may, at its absolute discretion, at any time within ninety (90) days of the failure of the Purchaser to Commence Construction commence construction serve written notice on the Purchaser in the manner provided for in this AgreementContract, to commence construction within thirty (30) days from the date of the written notice. Upon the expiration of the time limit in such notice and the Purchaser failing to Commence Constructioncommence construction on the Property in the manner provided for in section 13.1, then for all intents and purposes, the City shall be deemed to have exercised the Buy Back Option and the Purchaser shall sell and transfer the Property back to the City in accordance with this AgreementContract; (b) the closing date The Closing Date for the Buy Back of the Property (“Buy Back Option Closing Date”) shall be at 12:00 noon thirty (30) days following the date that this Buy Back Option is deemed to be exercised pursuant to subsection 14.3(a13.3(a); (c) pursuant to subsection 10.2(b), the Purchaser shall, at its expense, deliver or cause to be delivered the Transfer Back to the City within a reasonable period of time prior to the Buy Back Option Closing Date. If the Transfer Back is not available for any reason, the Purchaser shall execute a fresh A Transfer of Land in registrable form shall be prepared at the expense of the Purchaser and deliver it delivered to the City within a reasonable time prior to the Buy Back Option Closing Date; (d) the City The Purchase Price and any adjustments for taxes or outgoings as defined in section 5.2, shall pay to the Purchaser the Buy Back Option purchase price be paid and adjusted at 12:00 noon on or before the Buy Back Option Closing Date; (e) any adjustments for taxes or outgoings as defined in section 6.2, shall be paid and adjusted at the Buy Back Option Closing Date; (f) on On or before the Buy Back Option Closing Date, the Purchaser shall discharge any mortgages, liens or other encumbrances that the Purchaser has caused to be registered against the title to the Property or that were registered against the title to the Property by a person claiming by, through, from, or under the PurchaserProperty. The City shall take title to the Property subject only to utility rights-of-way and encumbrances registered by the City; (gf) the Purchaser shall deliver vacant Vacant possession of the Property to the City shall be given at 12:00 noon on the Buy Back Option Closing Date; and (hg) time Time shall in all respects be of the essence in the Buy Back Option. 14.4 13.4 In the event that the City exercises the Buy Back Option, the Purchaser shall not be entitled to any compensation or damages in respect of buildings, fixtures or other improvements which may be constructed or situated on the Property, and the Purchaser agrees to be liable for and covenants to indemnify each of the City and its Representatives for all costs and expenses suffered, sustained, paid, or incurred by any one or more of the City and its Representatives in relation to removing any or all buildings, fixtures or other improvements constructed or partially constructed on the Property by the Purchaser, its officers, servants, employees, agents, contractors or sub-contractors. The Purchaser agrees to further indemnify each of the City and its Representatives for all costs and expenses suffered, sustained, paid, or incurred by any one or more of the City and its Representatives in respect of returning the Property, as far as is practicable, to the same condition as the Property was in prior to the execution of this AgreementContract.