Common use of Buy Out Right Clause in Contracts

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.

Buy Out Right. (a) Subject to the terms of this Section 8.39.3, at any time following the occurrence and during the continuance of a Senior Event of Default, the Second Priority Representative, on behalf of the Second Priority Creditors, Subordinated Lender shall have the right at any time, but not the obligation, obligation to deliver a notice to the First Priority Representative Senior Agent (a “Buy "Buy-Out Notice”") to acquire all right, title and interest of the First Priority Senior Creditors in and under the Senior Documents. In addition, Senior Agent shall, to First Priority Obligations. Without limiting the foregoingextent it is not stayed or otherwise prevented by law from doing so, First Priority Representative shall give the Second Priority Representative, on behalf of the Second Priority Subordinated Creditors written notice with regard to the earliest of the following: (i) within five (5) Business Days any proposed acceleration or 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 RepresentativeSenior Agent’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 intent to foreclose upon all or a material portion of the First Priority CollateralCollateral not less than five (5) days prior to taking such action. 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 Senior Agent 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 Senior Agent receives, on or before the fifth day following the date the acceleration notice is given, a committed Buy-Out Notice from the Second Priority Representative, on behalf Subordinated Creditors. No later than ten (10) business days after delivery of the Second Priority committed Buy-Out Notice, the applicable Subordinated Creditors shall (i) pay to the Senior Agent an amount equal to the total Senior Obligations owing to each Senior Creditor, (ii) take steps to ensure that any outstanding Letters of Credit under the Existing Senior Credit Agreement are terminated (or cash collateralized or defeased in accordance with the terms of the Senior Documents) and (iii) provide evidence acceptable to the Senior Agent in its sole discretion that all claims of third parties against the Senior Agent and the applicable Senior Creditors have been released (including, without limitation, any claims of any Production or Distribution Party). Upon the delivery of a Buy-Out Notice, the Subordinated Creditors shall be irrevocably committed to take each of the foregoing actions in clauses (i) through (iii) within ten (10) business days of the delivery thereof. Upon completion of the foregoing actions by the Subordinated Creditors, the Senior Agent shall assign to the Subordinated Lender all right, title and interest of the Senior Creditors under the Senior Documents (other than indemnification and other obligations that by the terms of the Senior Documents survive repayment of the Senior Obligations), without representation, warranty or recourse (other than the representation and warranty that the Senior Agent has the right to make such assignment and such assignment is made free of liens created by the assignee).

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 DateApril 13, 2013, (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.

Buy Out Right. Upon the earlier of (ax) Subject to the terms Buy-Out Outside Date and (y) the occurrence of this Section 8.3a 2023 Capital Raise Event, 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 receivesCompany shall, on or before the fifth day (5th) Business Day following such date but with five (5) Business Days’ notice (the date the acceleration notice is given, a “Buy-Out Notice from Obligation Date”), repurchase the Second Priority RepresentativeNotes in whole, on behalf and each Holder shall be obligated to surrender the Note in whole, at a price equal to 200% (as it may be increased pursuant to Section 2(e) below, the “Buy-Out Percentage”) of the Second Priority Creditorsoutstanding principal amount of such Note being repurchased on the date of such repurchase, together with any accrued but unpaid interest thereon to the date of such repurchase (the “Buy-Out Price”). On or after the date such repurchase is consummated pursuant to this clause (d) (the “Buy-Out Date”), each Holder of Notes shall surrender its certificates evidencing all Notes to be repurchased (or affidavits of loss) to the Company at its principal executive offices and shall thereupon be entitled to receive payment of the Buy-Out Price for the Notes repurchased on the Buy-Out Date. Notwithstanding anything to the contrary in this clause (d), in the event that the Company is prohibited from effectuating the repurchase(s) described in this clause (d) and/or otherwise paying to the Holder the Buy-Out Price pursuant to the terms of the SWK Subordination Agreement, the Company shall cause the Buy-Out Date to occur on or before the fifth (5th) Business Day following the earlier of such prohibition being no longer applicable or the payment in full of all senior indebtedness described in the SWK Subordination Agreement, but with five (5) Business Days’ notice. Notwithstanding anything to the contrary in this clause (d), any Notes to be repurchased pursuant to this clause (d) shall continue to be convertible in accordance with Section 4 until the Buy-Out Date.”

Buy Out Right. (a) Subject Without prejudice to the enforcement of the Revolving Credit Claimholders’ remedies, the Revolving Credit Claimholders agree at any time following an acceleration of the Revolving Credit Obligations in accordance with the terms of this the Revolving Credit Agreement or, if any Grantor shall be subject to any Insolvency or Liquidation Proceeding, following a determination by the Revolving Administrative Agent to agree to permit a sale of the Revolving Credit Priority Collateral free and clear of Liens or other claims under Section 8.3363 of the Bankruptcy Code or otherwise, the Revolving Credit Claimholders will offer the Second Priority RepresentativeLien Term Loan Claimholders the option to purchase the entire aggregate amount of outstanding Revolving Credit Obligations (including unfunded commitments under the Revolving Credit Agreement) at par plus accrued interest, without warranty or representation or recourse, on behalf of the a pro rata basis across Revolving Credit Claimholders. The Second Priority Creditors, Lien Term Loan Claimholders shall have the right at any time, but not the obligation, to deliver a notice to the First Priority Representative irrevocably accept or reject such offer within ten (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 (510) Business Days of its becoming aware that the First Priority Obligations Payment Date will occur on a date other than receipt thereof and the sixth anniversary parties shall endeavor to close promptly thereafter. If the Second Lien Term Loan Claimholders accept such offer, it shall be exercised pursuant to documentation mutually acceptable to each of the Closing Date, (ii) five (5) Business Days prior to Revolving Collateral Agent and the First Priority Representative’s acceleration of the First Priority Obligations or any material portion thereof, Second Lien Term Loan Collateral Agent; provided, that if such purchase and sale documentation shall not impose additional obligations or liabilities on Parent or its Subsidiaries, or make any applicable Credit Document more restrictive on Parent or its Subsidiaries, without the First Priority Representative determines in good faith that the interests consent of the First Priority Secured Parties are at risk of being prejudiced if it does not effect such acceleration prior Company; and provided, further, that to the expiration extent that any purchased Revolving Credit Obligations constitute letters of such five (5) Business Day periodcredit, it may effect such acceleration and the applicable purchaser shall send notice of such acceleration be reasonably acceptable to the Second Priority Representative no later than contemporaneously issuing bank 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 Collateralregard thereto. The Second Priority Representative, on behalf of If the Second Priority CreditorsLien Term Loan Claimholders reject such offer (or do not so irrevocably accept such offer within the required timeframe), the Revolving Credit Claimholders 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) no further obligations pursuant 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 Creditors3.4.