Common use of Buy-Back Right Clause in Contracts

Buy-Back Right. (a) If Lender fails to pay any Installment of its Additional Capital Contributions under the First Amendment to the JV Agreement or fails to release any Installment of the Loan of any of the Facilities in accordance with this Agreement, and if such failure to pay continues for a period of 30 days, then Borrower may give a Notice in writing to Lender (hereinafter referred to as “Notice of Breach") If the failure continues for a further 30 days after receipt of such Notice, Borrower shall be entitled to buy back the 8% of the total capital of the Company at the purchase price of EUR 9,600,000.00, which is equilent equal to the Fixed Componenet of the Purchase Price paid to Borrower by Lender under the STA, (hereinafter referred to as the: “Buy Back Payment”). (b) If Borrower decides to exercise the option to buy back the 8% of the total capital of the Company, Borrower shall deliver a notice in writing to Lender inviting Lender to execute a stake transfer agreement and an amendment to the Foundation Agreement (hereinafter referred to as the: “Buy Back Notice”). Together with the Buy Back Notice, Borrower will deliver the forms of the stake transfer agreement and the amendment to the Foundation Agreement. (c) Lender shall be obliged to execute the stake transfer agreement and the amendment to the Foundation Agreement required for registration of 8% of total capital of the Company before the Business Register Agency within 8 days from receiving the Buy Back Notice. The payment term for this Buy-Back Payment shall be for 5 years at annual interest rate of 5%. Borrower shall have a grace period of 1 year and thereafter will pay the Buy-Back Payment in 16 quarterly payments starting from the end of grace period. The grace period shall commence on the day of execution of the stake transfer agreement and amendment to the Foundation Agreement. In case Lender fails to execute these documents, grace period starts from the date of entry of buy-back into the Book of stakes (51% Borrower). Borrower shall pay the interest calculated during the Grace Period on the last business day of the Grace Period. (d) If Lender fails to execute the stake transfer agreement for the 8% of the total capital in the Company and/or the amendment to the Foundation Agreement thereto within 8 days from receiving the Buy Back Notice, the Company is authorized to enter the transfer of the 8% of the total capital in the Book of stakes in favor of Borrower (51% Borrower) and: (i) the annual interest rate under this Agreement shall decrease to 7% per annum, starting from the expiry of 10 days from the date that the advance of the Installment of the Loan should have been made and/or the date that the Installment of Additional Capital Contribution should have been paid; and (ii) the provisions of article 4 points 4.4 second paragraph and 4.26 of the Shareholders Agreement shall be suspended; until Lender has executed both the stake transfer agreement and the amendment to the Foundation Agreement. (e) In case Borrower has exercised its Buy Back right on the basis of any ground, and the Lender breaches its obligations from the First Amendment to the JV Agreement regarding the obligations to pay the Installments of Additional Capital Contribution, and/or Installment of the Loan, and its obligation to execute a stake transfer agreeement of 8% of the total capital and an amendment to the Foundation Agreement upon the buy-back, then until the Lender remedies all the breaches, the annual interest rate under the Loan Agreement shall decrease to 7% per annum, starting from the expiry of 10 days from the date that the advance of the Installment of the Loan should have been made and/or the date that the Installment of Additional Capital Contribution should have been paid and the provisions of Article 4 points 4.4 second paragraph and 4.26 of the Shareholders Agreement shall be suspended starting from the expiry of 30 days from the date of receiving the Default Notice up to the date when the Lender remedies the breaches. The Parties agree that for 30 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, the Board and the Company shall not reach any decisions nor take any actions on the basis of the suspension. After 30 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, but for no more than 90 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, the Board and the Company may reach decisions and/or take actions only under Article 4 point 4.26 (e) and (f) without prior written consent of all Shareholders of the Company until Lender remedies the breaches. After 90 days following the suspension, the Board and the Company may reach any decisions and/or take any actions under Article 4 points 4.4 second paragraph and 4.26 on the basis of the suspension until Lender executes the stake transfer agreement and the amendment to Foundation Agreement or until Lender remedies the breaches. (f) If Borrower fails to pay to Lender the amounts due under the buy-back of 8% of the total capital and such failure continues for 30 days Lender shall deliver a written Notice of breach to Borrower, and if the failure to pay continues for a further 30 days after receipt of such Notice then Borrower’s right of Casting Vote as defined in Article 4 point 4.2 of the Shareholders Agreement shall be suspended until Borrower remedies the breaches. The Parties agree that for 60 days following the suspension of Article 4 point 4.2, the Board shall not reach any decisions on the basis of the suspension. After 60 days following the suspension of Article 4 point 4.2, the Board may reach all decisions on the basis of the suspension until Borrower remedies the breach.

Buy-Back Right. (a) If Lender Telvent fails to pay any Installment of its Additional Capital Contributions under the this First Amendment to the JV Agreement or fails to release any Installment of the Loan of any of the Facilities in accordance with this the Loan Agreement, and if such failure to pay continues for a period of 30 days, then Borrower DMS GROUP may give a Notice in writing to Lender Telvent (hereinafter referred to as “Notice of Breach"”) If the failure continues for a further 30 days after receipt of such Notice, Borrower DMS GROUP shall be entitled to buy back the 8% of the total capital of the Joint Company at the purchase price of EUR 9,600,000.00, which is equilent equal equivalent to the Fixed Componenet Component of the Purchase Price paid to Borrower DMS GROUP by Lender Telvent under the STA, (hereinafter referred to as the: “Buy Back Payment”). (b) If Borrower DMS GROUP decides to exercise the option to buy back the 8% of the total capital of the Joint Company, Borrower DMS GROUP shall deliver a notice in writing to Lender Telvent inviting Lender Telvent to execute a stake transfer agreement and an amendment to the Foundation Agreement (hereinafter referred to as the: “Buy Back Notice”). Together with the Buy Back Notice, Borrower DMS GROUP will deliver the forms of the stake transfer agreement and the amendment to the Foundation Agreement. (c) Lender Telvent shall be obliged to execute the stake transfer agreement and the amendment to the Foundation Agreement required for registration of 8% of total capital of the Joint Company before the Business Register Agency within 8 days from receiving the Buy Back Notice. The payment term for this Buy-Buy Back Payment shall be for 5 years at annual interest rate of 5%. Borrower DMS GROUP shall have a grace period of 1 year and thereafter will pay the Buy-Buy Back Payment in 16 quarterly payments installments starting from the end of grace period. The grace period shall commence on the day of execution of the stake transfer agreement and amendment to the Foundation Agreement. In case Lender Telvent fails to execute these documents, grace period starts from the date of entry of buy-back into the Book of stakes (51% BorrowerDMS GROUP). Borrower DMS GROUP shall pay the interest calculated during the Grace Period on the last business day of the Grace Period. (d) If Lender Telvent fails to execute the stake transfer agreement for the 8% of the total capital in the Joint Company and/or the amendment to the Foundation Agreement thereto within 8 days from receiving the Buy Back Notice, the Joint Company is authorized to enter the transfer of the 8% of the total capital in the Book of stakes in favor of Borrower DMS GROUP (51% BorrowerDMS GROUP) and: (i) the annual interest rate under this the Loan Agreement shall decrease to 7% per annum, starting from the expiry of 10 days from the date that the advance of the Installment of the Loan should have been made and/or the date that the Installment of Additional Capital Contribution should have been paid; and (ii) the provisions of article 4 points 4.4 second paragraph and 4.26 of the Shareholders Agreement shall be suspended; until Lender Telvent has executed both the stake transfer agreement and the amendment to the Foundation Agreement. (e) In case Borrower DMS GROUP has exercised its Buy Back right Right on the basis of any ground, and the Lender Telvent breaches its obligations from the this First Amendment to the JV Agreement regarding the obligations to pay the Installments of Additional Capital Contribution, and/or Installment of the Loan, and its obligation to execute a stake transfer agreeement of 8% of the total capital and an amendment to the Foundation Agreement upon the buy-back, then until the Lender Telvent remedies all the breaches, the annual interest rate under the Loan Agreement shall decrease to 7% per annum, starting from the expiry of 10 days from the date that the advance of the Installment of the Loan should have been made and/or the date that the Installment of Additional Capital Contribution should have been paid and the provisions of Article 4 points 4.4 second paragraph and 4.26 of the Shareholders Agreement shall be suspended starting from the expiry of 30 days from the date of receiving the Default Notice of Breach up to the date when the Lender Telvent remedies the breaches. The Parties agree that for 30 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, the Board and the Joint Company shall not reach any decisions nor take any actions on the basis of the suspension. After 30 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, but for no more than 90 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, the Board and the Joint Company may reach decisions and/or take actions only under Article 4 point 4.26 (e) and (f) without prior written consent of all Shareholders of the Joint Company until Lender Telvent remedies the breaches. After 90 days following the suspension, the Board and the Joint Company may reach any decisions and/or take any actions under Article 4 points 4.4 second paragraph and 4.26 on the basis of the suspension until Lender Telvent executes the stake transfer agreement and the amendment to Foundation Agreement or until Lender Telvent remedies the breaches. (f) If Borrower DMS GROUP fails to pay to Lender Telvent the amounts due under the buy-back of 8% of the total capital and such failure continues for 30 days Lender Telvent shall deliver a written Notice of breach to BorrowerDMS GROUP, and if the failure to pay continues for a further 30 days after receipt of such Notice then BorrowerDMS GROUP’s right of Casting Vote as defined in Article 4 point 4.2 of the Shareholders Agreement shall be suspended until Borrower DMS GROUP remedies the breaches. The Parties agree that for 60 days following the suspension of Article 4 point 4.2, the Board shall not reach any decisions on the basis of the suspension. After 60 days following the suspension of Article 4 point 4.2, the Board may reach all decisions on the basis of the suspension until Borrower DMS GROUP remedies the breach.

Buy-Back Right. (aIn the event that Purchaser defaults in its obligations under Section 4(A) If Lender fails to pay any Installment and/or 4(B) of this Fourth Amendment, Seller may elect in lieu of pursuing its Additional Capital Contributions rights under the First Amendment MHI Guaranty to repurchase the JV Agreement or fails to release any Installment of Hotel Unit, the Loan of any of Personal Property and the Facilities in accordance with this Agreement, and if such failure to pay continues Rental Agreements (the “Buy Back Right”) for a period of 30 days, then Borrower may give a Notice in writing to Lender (hereinafter referred to as “Notice of Breach") If the failure continues for a further 30 days after receipt of such Notice, Borrower shall be entitled to buy back the 8% of the total capital of the Company at the purchase price of EUR 9,600,000.00, which is equilent equal to Six Hundred Thousand and No/100 Dollars ($600,000.00) (the Fixed Componenet of the Purchase Price paid to Borrower by Lender under the STA, (hereinafter referred to as the: “Buy Back PaymentPurchase Price”). (b) If Borrower decides to exercise the option to buy back the 8% of the total capital of the Company, Borrower shall deliver a notice in writing to Lender inviting Lender to execute a stake transfer agreement and an amendment . The closing with respect to the Foundation Agreement Buy Back Right (hereinafter referred to as the: the “Buy Back NoticeOption Closing”). Together with ) shall occur within thirty (30) days after Seller exercises the Buy Back NoticeRight by written notice to Purchaser. Purchaser, Borrower will deliver and its affiliates, as appropriate, shall convey the forms of Hotel Unit, the stake transfer agreement Personal Property and the amendment Rental Agreements free and clear of all liens and encumbrances, subject only to the Foundation Agreement. (c) Lender Permitted Exceptions and such other exceptions to title arising by, through, or under Seller, The Buy Back Purchase Price shall be obliged paid in cash at Closing, subject to execute the stake transfer agreement customary adjustments and prorations and the amendment payment of customary closing costs. Purchaser shall convey the Hotel Unit by special warranty deed, convey the Personal Property by xxxx of sale and execute and deliver customary Seller’s affidavit of no liens and FIRPTA affidavit. Purchaser, or its affiliates, as appropriate, and Seller shall execute an assignment and assumption of Rental Agreements and the service contracts and the Seller elects to assume. At the Foundation Agreement required for registration of 8% of total capital of Closing, Seller shall return the Company before the Business Register Agency within 8 days from receiving the Buy Back Notice. The payment term for this Buy-Back Payment MHI Guaranty marked cancelled and Purchaser shall be released from any liabilities to Seller for 5 years at annual interest rate of 5%. Borrower shall have a grace period of 1 year and thereafter will pay the Buy-Back Payment in 16 quarterly payments starting from the end of grace period. The grace period shall commence on the day of execution of the stake transfer agreement and amendment failing to the Foundation Agreement. In case Lender fails to execute these documents, grace period starts from the date of entry of buy-back into the Book of stakes (51% Borrower). Borrower shall pay the interest calculated during the Grace Period on the last business day of the Grace Period. (d) If Lender fails to execute the stake transfer agreement for the 8% of the total capital in the Company and/or the amendment to the Foundation Agreement thereto within 8 days from receiving the Buy Back Notice, the Company is authorized to enter the transfer of the 8% of the total capital in the Book of stakes in favor of Borrower (51% Borrower) and: (i) the annual interest rate under this Agreement shall decrease to 7% per annum, starting from the expiry of 10 days from the date that the advance of the Installment of the Loan should have been made and/or the date that the Installment of Additional Capital Contribution should have been paid; and (ii) comply with the provisions of article 4 points 4.4 second paragraph and 4.26 of the Shareholders Agreement shall be suspended; until Lender has executed both the stake transfer agreement and the amendment to the Foundation Agreement. (e) In case Borrower has exercised its Buy Back right on the basis of any ground, and the Lender breaches its obligations from the First Amendment to the JV Agreement regarding the obligations to pay the Installments of Additional Capital Contribution, and/or Installment of the Loan, and its obligation to execute a stake transfer agreeement of 8% of the total capital and an amendment to the Foundation Agreement upon the buy-back, then until the Lender remedies all the breaches, the annual interest rate under the Loan Agreement shall decrease to 7% per annum, starting from the expiry of 10 days from the date that the advance of the Installment of the Loan should have been made and/or the date that the Installment of Additional Capital Contribution should have been paid and the provisions of Article 4 points 4.4 second paragraph and 4.26 of the Shareholders Agreement shall be suspended starting from the expiry of 30 days from the date of receiving the Default Notice up to the date when the Lender remedies the breaches. The Parties agree that for 30 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, the Board and the Company shall not reach any decisions nor take any actions on the basis of the suspension. After 30 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, but for no more than 90 days following the suspension of Article 4 points 4.4 second paragraph and 4.26, the Board and the Company may reach decisions and/or take actions only under Article 4 point 4.26 (eSections 4(A) and (f4(B) without prior written consent of all Shareholders of this Fourth Amendment. This provision shall survive the Company until Lender remedies Closing and be reflected in the breaches. After 90 days following the suspension, the Board and the Company may reach any decisions and/or take any actions under Article 4 points 4.4 second paragraph and 4.26 on the basis of the suspension until Lender executes the stake transfer agreement and the amendment special warranty deed to Foundation Agreement or until Lender remedies the breachesbe delivered by Seller at Closing. (f) If Borrower fails to pay to Lender the amounts due under the buy-back of 8% of the total capital and such failure continues for 30 days Lender shall deliver a written Notice of breach to Borrower, and if the failure to pay continues for a further 30 days after receipt of such Notice then Borrower’s right of Casting Vote as defined in Article 4 point 4.2 of the Shareholders Agreement shall be suspended until Borrower remedies the breaches. The Parties agree that for 60 days following the suspension of Article 4 point 4.2, the Board shall not reach any decisions on the basis of the suspension. After 60 days following the suspension of Article 4 point 4.2, the Board may reach all decisions on the basis of the suspension until Borrower remedies the breach.