Buy Out Right. (a) Subject to the terms of this Section 8.3, the Second Priority Representative, on behalf of the Second Priority Creditors, shall have the right at any time, but not the obligation, to deliver a notice to the First Priority Representative (a “Buy Out Notice”) to acquire all right, title and interest of the First Priority Creditors in and to First Priority Obligations. Without limiting the foregoing, First Priority Representative shall give the Second Priority Representative, on behalf of the Second Priority Creditors written notice with regard to the earliest of the following: (i) within five (5) Business Days of its becoming aware that the First Priority Obligations Payment Date will occur on a date other than the sixth anniversary of the Closing Date, (ii) five (5) Business Days prior to the First Priority Representative’s acceleration of the First Priority Obligations or any material portion thereof, provided, that if the First Priority Representative determines in good faith that the interests of the First Priority Secured Parties are at risk of being prejudiced if it does not effect such acceleration prior to the expiration of such five (5) Business Day period, it may effect such acceleration and shall send notice of such acceleration to the Second Priority Representative no later than contemporaneously with such acceleration, and (iii) five (5) Business Days prior to the First Priority Representative’s initiating proceedings to foreclose upon all or a material portion of the First Priority Collateral. The Second Priority Representative, on behalf of the Second Priority Creditors, shall have the right at any time (whether or not any notice described in the preceding sentence has been delivered or the time for such delivery has elapsed) to deliver a Buy Out Notice as provided for above in this Section 8.3(a). The First Priority Representative shall agree to forbear from accelerating the maturity of the First Priority Obligations or from exercising any Enforcement Action to realize upon any Lien of the First Priority Collateral if the First Priority Representative receives, on or before the fifth day following the date the acceleration notice is given, a Buy-Out Notice from the Second Priority Representative, on behalf of the Second Priority Creditors.
(b) Upon receipt of a Buy Out Notice, the First Priority Representative shall promptly give notice to the Second Priority Representative (a “Payoff Letter”) of (i) the aggregate amount of First Priority...
Buy Out Right. At any time during the ninety (90) day period beginning twenty four (24) months after the Effective Date (the "Buy-Out Period"), AOL shall have the right to terminate this Agreement by providing ICP written notice (the "Buy-Out Right"
Buy Out Right. Upon the occurrence of an Event of Default (but in the case of a Contribution Xxxxxxx, only if and after the Elective Funding Members fail to deliver Elective Notices in accordance with Section 4.2(e)(i)), any Non-Defaulting Member may (but shall not be obligated to), by delivery of written notice to the Defaulting Member and the other Members, purchase, at any time for so long as such Event of Default is continuing, all of the Defaulting Member’s Membership Interest by written notice to the other Members. In the event that more than one Non-Defaulting Member elects to purchase such Membership Interest, the Non-Defaulting Members so electing to purchase shall be entitled to purchase a portion of such Membership Interest in proportion to their respective Percentage Interests. The purchase price for the defaulting Member’s Membership Interest shall be (i) if the Event of Default occurred prior to the In-Service Date, an amount equal to seventy-five percent (75%) of the amount of all Capital Contributions made by the Defaulting Member as at the date of such Event of Default or (ii) if the Event of Default occurred following the In-Service Date, an amount equal to seventy-five percent (75%) of the Fair Market Value of such Membership Interest as at the date of such Event of Default. If such purchase right is exercised, the closing shall occur within sixty (60) days following the first delivery of a notice to the Defaulting Member pursuant to this Section 4.3(d) or the determination of the Fair Market Value of such Membership Interest, as applicable, at such time and place as the relevant Members may agree. At the closing, the Non-Defaulting Member(s) shall pay for the Membership Interest by wire transfer of immediately available funds to one or more accounts of the Defaulting Member designated by the Defaulting Member in writing, and the Membership Interest so purchased shall be conveyed by the Defaulting Member free and clear of all Liens (except those created under or pursuant to this Agreement). Each Member agrees to execute and deliver all related documentation and take such other action in support of the transfer of the Defaulting Member’s Membership Interest as shall be requested by the Non-Defaulting Members in order to carry out the terms and provision of this Section 4.3(d). The right of the Non-Defaulting Members to purchase the Defaulting Member’s Membership Interest shall be in addition to such other rights and remedies hereunder or that may exist ...
Buy Out Right. Upon the occurrence of an event of default of the type described in Section 6.2 above, the non-defaulting Member (in lieu of electing to dissolve the Company) may elect, within sixty (60) days of the date of the event of default, to purchase the defaulting Member's interest in the Company for a price equal to the "Fair Market Value" of the interest, less a twenty percent (20%) discount. The "Fair Market Value" means the fair market value which will be computed as set forth in the attached Exhibit "B". If prior to the date which is the fifth anniversary of the Commencement Date ("the Fifth Anniversary") a non-defaulting Member elects to purchase the defaulting Member's interest, the defaulting Member's obligations with respect to Section 10.3.
Buy Out Right. At any time prior to the Sharing Termination Date, the Company, in its sole discretion, may repurchase each Investor’s Royalty Right by paying such Investor a cash amount equal to the amount such Investor would have earned (in cash and Xtra Shares) under Section 1.1.1 above, assuming that XFat Net Revenues during the Sharing Period were $100,000,000, less what was actually previously paid to such Investor.
Buy Out Right. In the event that Joint Entity elects to dissolve and wind up its operations, Joint Entity shall provide NutraCea with written notification of such election within 10 days of such election. During the 45 day period following NutraCea’s receipt of such written notice, NutraCea shall have the right to buy out Joint Entity’s rights under this Lease for an amount equal (the “Buy-Out Price”) to [*]. If NutraCea elects to buy out the Lease hereunder, NutraCea shall provide Joint Entity with a binding written notice of such election, which written notice shall also state NutraCea’s estimate of the Buy-Out Price. Joint Entity shall notify NutraCea within 15 days of its receipt of NutraCea’s estimate of the foregoing election whether it agrees with the Buy-Out Price. If Joint Entity does not agree with the Buy-Out Price, the Buy-Out Price shall be determined by an independent appraiser located in the United States and having an established reputation and selected by the mutual written consent of NutraCea and Joint Entity, which determination will be binding upon the parties absent fraud. The parties shall, within 15 days after the determination of Buy-Out Price consummate the termination of the Lease and the payment of the Buy-Out Price.
Buy Out Right. Upon a final determination that (x) a material breach occurred, (y) such material breach was not cured and (z) such material breach has caused or is reasonably likely to cause a material adverse effect on the business or prospects of the Collaboration, the non-breaching Party, at its option and in its sole discretion, may exercise a right to buy-out the entire interest held by the other Party in the Collaboration at fair market value (“FMV”) by providing written notice thereof to the breaching Party within [*] of such final determination.
Buy Out Right. 5.1 The Corporation may, by giving Holder not less than 10 Business Days’ notice, redeem the Debenture in cash at par together with all accrued but unpaid interest, fees, costs and expenses payable under the terms of the Debenture and this Agreement (the date on which such redemption occurs, the “Redemption Date”), provided that Holder is not restricted from receiving such payment under the terms of the Subordination Agreement. Payment to Holder shall be made to such account as Holder may notify Corporation in writing, for value on the date when due, and shall be made in immediately available funds, without abatement, set-off or counterclaim for any reason whatsoever. Notwithstanding anything herein to the contrary, Corporation shall have no obligation to pay any extension fee that would otherwise payable hereunder on a Fee Payment Date that occurs after the Redemption Date or any interest that would accrue under the Debenture after the Redemption Date.
Buy Out Right. Upon the occurrence of an event of default of the type described in Section 6.2 above, the non-defaulting Member (in lieu of electing to dissolve the Company) may elect, within sixty (60) days of the date of the event of default, to purchase the defaulting Member's interest in the Company for a price equal to the "Fair Market Value" of the interest, less a [***]* discount. The "Fair Market Value" means the fair market value which will be computed as set forth in the attached Exhibit "B". If prior to [***]* a non-defaulting Member elects to purchase the defaulting Member's interest, the defaulting Member's obligations with respect to Section 10.3.
Buy Out Right. MGI shall have the right to purchase the Shares of Swico and all Permitted Transferees to which Swico shall have transferred Shares hereunder on July 1, 2017 and each fifth anniversary thereof (each such date or, if such date is not a business day, the next following business day, a “Buy-Out Date”), by notice to Swico at least eighteen (18) months prior to any Buy-Out Date, at the Buy-Out Price (as defined below). Upon receipt of such notice, Swico and any such Permitted Transferees shall be required to so transfer their Shares to MGI on the Buy-Out Date.
