Common use of Closing of Repurchase Clause in Contracts

Closing of Repurchase. (a) The closing of any Repurchase Option exercised by the Company pursuant to Section 3 of this Agreement, or any Call exercised by the Company pursuant to Section 4 of this Agreement, shall take place at the offices of the Company on a date not more than thirty (30) days after the delivery of the Repurchase Notice or exercise of the Call (the “Closing Date”). At the Closing Date, the Company shall be entitled to receive customary representations and warranties from the Employee or other holder of the Shares regarding the sale of the Shares, and the Employee or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer to the Company, or accompanied by an Assignment Separate from Certificate in favor of the Company. (b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Shares or, if the Company so chooses, by a subordinate note or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate in effect on the date the payment of such amount would otherwise become due hereunder.

Closing of Repurchase. (a) The closing of any Repurchase Option exercised by the Company pursuant to Section 3 of this Agreement, or any Call exercised by the Company pursuant to Section 4 of this Agreement, shall take place at the offices of the Company on a date not more than thirty (30) days after the delivery of the Repurchase Notice or exercise of the Call (the “Closing Date”). At the Closing Date, the Company shall be entitled to receive customary representations and warranties from the Employee Recipient or other holder of the Shares regarding the sale of the Shares, and the Employee Recipient or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer to the Company, or accompanied by an Assignment Separate from Certificate in favor of the Company. (b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Shares or, if the Company so chooses, by a subordinate note or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate in effect on the date the payment of such amount would otherwise become due hereunder.

Closing of Repurchase. (a) The closing of any Repurchase Option exercised the purchase of such Executive Units pursuant to Section 6(c) above will take place on the date designated by the Company pursuant in the Repurchase Notice but, with respect to Section 3 Vested Units, such date will be no more than 90 days following Termination of this AgreementExecutive; provided that, or if a Repurchase Notice is delivered as to any Call exercised by Vested Units and the Company pursuant (or its designee) fails to Section 4 consummate the purchase of this Agreementsuch Vested Units on or prior to such 90th day and such failure is not the result of a refusal or failure by a holder of any such Vested Units to consummate such purchase and sale: (i) if the Termination results from the Company’s or a Subsidiary’s termination of Executive’s employment Without Cause or from Executive’s resignation with Good Reason, then such Vested Units will automatically be deemed to have been converted into a number of Class A Common Units that is equal to the purchase price to be paid for such Vested Units divided by $1.00, effective on such 90th day and neither the Company nor its designee shall take place at have the offices right to purchase such Class A Common Units; (ii) if the Termination did not result from the Company’s or a Subsidiary’s termination of Executive’s employment Without Cause or from Executive’s resignation with Good Reason and any agreement or instrument governing indebtedness and/or preferred equity of the Company and/or its Subsidiaries prohibits the Company from purchasing such units and/or prohibits a Subsidiary of the Company from making distributions to the Company that are sufficient to provide funds for such purchase, then (x) such 90-day period will be tolled for so long as any such prohibition is in effect, (y) interest will accrue at the rate of 7.5% per annum on the purchase price for the Vested Units to be purchased from such 90th day through the date upon which such purchase price and all such accrued interest has been paid, and (z) such interest will be due and payable in full, in cash, on the day on which such purchase price is paid. If the Company (or its designee) elects to purchase Vested Units and fails to consummate the purchase and sale of such Vested Units on or prior to such 90th day and such failure is not the result of a date refusal or failure by a holder of any such Vested Units to consummate such purchase and sale, then (except as set forth in clauses (i) and (ii) above) the Company (or such designee) shall not more than thirty thereafter have the right to purchase such Vested Units pursuant to this Section 6. The Company (30or its nominee) days after the will pay for such Executive Units to be purchased by delivery of the Repurchase Notice a check or exercise wire transfer of immediately available funds. The purchasers of the Call (the “Closing Date”). At the Closing Date, the Company shall Executive Units hereunder will be entitled to receive customary representations and warranties from the Employee or other holder of the Shares sellers regarding the such sale of the SharesExecutive Units (including representations and warranties regarding good title to such units, free and the Employee clear of any liens or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer encumbrances) but such representations and warranties shall not include any representations or warranties with respect to the Company, or accompanied by an Assignment Separate from Certificate in favor business and operations of the Company. (b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Shares or, if the Company so chooses, by a subordinate note or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate in effect on the date the payment of such amount would otherwise become due hereunder.

Closing of Repurchase. (a) The closing of the transactions contemplated by this Section 7 will take place on the date designated by the Company in the Repurchase Notice, which date shall not be more than 60 days after the delivery of such notice. The amount of the repurchase price to be paid for any Repurchase Option exercised Issued Units to be purchased by the Company pursuant to a Repurchase Option shall be determined pursuant to Section 3 7(a) hereof and the aggregate amount of this Agreement, or such repurchase price shall be referred to herein as the “Aggregate Repurchase Price.” The Company will pay the applicable Aggregate Repurchase Price for any Call exercised Issued Units to be purchased by the Company pursuant to Section 4 a Repurchase Option by delivery of a check payable to or by wire transfer to an account or account(s) designated by the holder(s) of such Issued Units in an aggregate amount equal to the applicable Aggregate Repurchase Price for such Issued Units. Notwithstanding anything to the contrary contained in this Agreement, shall take place at the offices all repurchases of Issued Units by the Company on a date not more than thirty pursuant to this Repurchase Option will be subject to applicable restrictions contained under applicable law (30including Delaware law) days after and in the delivery Company’s and its Subsidiaries’ debt and equity financing agreements. If any such restrictions prohibit the repurchase of Issued Units pursuant to this Section 7 which the Repurchase Notice or exercise of the Call (the “Closing Date”). At the Closing DateCompany is otherwise entitled to make, the Company shall be entitled may make such repurchases as soon as it is permitted to do so under such restrictions. The Company will receive customary representations and warranties from the Employee or other holder of the Shares each seller regarding the sale of Issued Units the Shares, representation that such seller has good and the Employee or other holder of the Shares marketable title to such Issued Units and that such Issued Units will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer transferred to the CompanyCompany free and clear of all liens, or accompanied by an Assignment Separate from Certificate in favor of the Companyclaims and other encumbrances. (b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Shares or, if the Company so chooses, by a subordinate note or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate in effect on the date the payment of such amount would otherwise become due hereunder.

Closing of Repurchase. (a) The closing of any Repurchase Option exercised Closing will take place on the date designated by the Company pursuant to Section 3 of this Agreementin the applicable Repurchase Notice or Supplemental Repurchase Notice, or any Call exercised by as the Company pursuant to Section 4 of this Agreementcase may be, shall take place at the offices of the Company on a which date will not be more than thirty (30) days after the delivery of such notice. The Company and/or the Investors, as the case may be, will pay for the Repurchase Notice Shares to be purchased pursuant to the Repurchase Option by delivery of a check payable to the holder(s) of Repurchase Shares or exercise a wire transfer of the Call (the “Closing Date”)immediately available funds. At the Closing DateIn addition, the Company shall be entitled to receive customary representations and warranties from may pay the Employee or other holder of the Shares regarding the sale of the Shares, and the Employee or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer to the Company, or accompanied by an Assignment Separate from Certificate in favor of the Company. (b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Repurchase Shares orby offsetting such amounts against any bona fide debts owed by the Stockholder to the Company. The Company and/or the Investors, as the case may be, will (i) receive, and the holder(s) of Repurchase Shares will give, representations and warranties regarding the holder’s (A) good and valid title to the Repurchase Shares being Transferred; (B) the absence of liens, claims and other encumbrances with respect to the Repurchase Shares being Transferred; (C) its valid existence and good standing (if applicable); (D) the Company so chooseslegal capacity and authority for, and validity, binding effect and enforceability of, any agreement entered into by such holder in connection with the Transfer of such Repurchase Shares; (E) all required consents and approvals to the holder’s Transfer of such Repurchase Shares having been obtained (excluding securities laws); and (F) the fact that no broker’s commission or finder’s fee is payable by the holder as a result of such holder’s conduct in connection with the Transfer of the Repurchase Shares and (ii) be entitled to require all holder(s) of Repurchase Shares’ signatures be guaranteed by a subordinate note national bank or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to timereputable securities broker. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate in effect on the date the payment of such amount would otherwise become due hereunder.

Closing of Repurchase. (a) The closing of any Repurchase Option exercised the purchase of such Executive Units pursuant to Section 6(c) above will take place on the date designated by the Company pursuant in the Repurchase Notice but, with respect to Section 3 Vested Units, such date will be no more than 90 days following Termination of this AgreementExecutive; provided that, or if a Repurchase Notice is delivered as to any Call exercised by Vested Units and the Company pursuant (or its designee) fails to Section 4 consummate the purchase of this Agreementsuch Vested Units on or prior to such 90th day and such failure is not the result of a refusal or failure by a holder of any such Vested Units to consummate such purchase and sale: (i) if the Termination results from the Company’s or a Subsidiary’s termination of Executive’s employment Without Cause or from Executive’s resignation with Good Reason, then such Vested Units will automatically be deemed to have been converted into a number of Class A Common Units that is equal to the purchase price to be paid for such Vested Units divided by $1.00, effective on such 90th day and neither the Company nor its designee shall take place at have the offices right to purchase such Class A Common Units; (ii) if the Termination did not result from the Company’s or a Subsidiary’s termination of Executive’s employment Without Cause or from Executive’s resignation with Good Reason and any agreement or instrument governing indebtedness and/or preferred equity of the Company and/or its Subsidiaries prohibits the Company from purchasing such units and/or prohibits a Subsidiary of the Company from making distributions to the Company that are sufficient to provide funds for such purchase, then (x) such 90-day period will be tolled for so long as any such prohibition is in effect, (y) interest will accrue at the rate of 7.5% per annum on the purchase price for the Vested Units to be purchased from such 90th day through the date upon which such purchase price and all such accrued interest has been paid, and (z) such interest will be due and payable in full, in cash, on the day on which such purchase price is paid. If the Company (or its designee) elects to purchase Vested Units and fails to consummate the purchase and sale of such Vested Units on or prior to such 90th day and such failure is not the result of a date refusal or failure by a holder of any such Vested Units to consummate such purchase and sale, then (except as set forth in clauses (i) and (ii) above) the Company (or such designee) shall not more than thirty thereafter have the right to purchase such Vested Units pursuant to this Section 6. The Company (30or its designee) days after the will pay for such Executive Units to be purchased by delivery of the Repurchase Notice a check or exercise wire transfer of immediately available funds. The purchasers of the Call (the “Closing Date”). At the Closing Date, the Company shall Executive Units hereunder will be entitled to receive customary representations and warranties from the Employee or other holder of the Shares sellers regarding the such sale of the SharesExecutive Units (including representations and warranties regarding good title to such units, free and the Employee clear of any liens or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, endorsed for transfer encumbrances) but such representations and warranties shall not include any representations or warranties with respect to the Company, or accompanied by an Assignment Separate from Certificate in favor business and operations of the Company. (b) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such Shares or, if the Company so chooses, by a subordinate note or notes payable in three substantially equal annual installments beginning on the six month anniversary of the closing of such purchase and bearing interest (payable quarterly) at a rate per annum equal to the prime rate as published in The Wall Street Journal from time to time. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In the event the restrictions and exceptions provided herein come into being, the Company shall use reasonable efforts to cause such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary to permit such repurchase to be made; provided that the Company shall not be obligated hereunder to make any payments to any third parties in order to obtain such waivers or modifications. In the event the restrictions and exceptions provided herein come into being, the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder of such amount shall be paid at such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate in effect on the date the payment of such amount would otherwise become due hereunder.

Closing of Repurchase. (a) The closing of any Repurchase Option exercised purchase of the Shares owned by the Company such Shareholder and/or such Transferee pursuant to Section this Article 3 of this Agreement, or any Call exercised by the Company pursuant to Section 4 of this Agreement, shall take place at the offices principal office of the Company on a date not more earlier than thirty (30) nor later than forty-five (45) days after the delivery date of the Repurchase Notice or written notice by a Shareholder and/or a Transferee of the exercise of his right to sell, and the Call (date of the “Closing Date”)Company's written notice of the exercise of its right to purchase such Shares pursuant to this Article 3. At the Closing Dateclosing of any purchase of Shares pursuant to this Article 3, such Shareholder (or his personal representative, executor or administrator, or such Transferee, as the Company case may be) shall be entitled to receive customary representations and warranties from the Employee or other holder of the Shares regarding the sale of the Shares, and the Employee or other holder of the Shares will deliver all stock certificates representing the Shares to be purchased, properly endorsed for transfer to transfer, and the Company, or accompanied by an Assignment Separate from Certificate in favor Company shall pay the transferor at such time and against delivery of the Company. Shares (ba) The Company shall deliver a certified or bank cashier’s check, or wire transfer, in the amount of the aggregate purchase price for such the Shares orbeing purchased; provided, however, if the Board of Directors of the Company so choosesshall determine in good faith that payment of the entire aggregate purchase price for the Shares is not permitted by the Company's loan agreements or would constitute an unlawful distribution by the Company, then the Company shall have the right, if the Company's loan agreements permit the Company to incur the indebtedness created by a subordinate such deferred payment, to pay for such Shares by executing and delivering to such Shareholder (or his personal representative, executor or administrator or such Transferee, as the case may be), the Company's unsecured promissory note or notes for the aggregate purchase price. Such note shall be payable in three substantially to the order of the transferor and shall bear interest at the annual rate of interest equal to the annual installments beginning rate of interest the Company is paying on the six month anniversary date of the closing of such purchase repurchase on borrowings from its senior lenders, with accrued and bearing unpaid interest (payable quarterly) at a rate per annum equal being due on each principal installment payment date. To the extent that the loan agreements to the prime rate as published in The Wall Street Journal from time to time. (c) Notwithstanding anything herein to the contrary, the Company shall not be obligated to make any payment pursuant to this Section 5 if such payment would constitute a violation of applicable law or any covenant of any loan document or similar or other agreement with banks, insurance companies, investors, or third parties by which the Company is bound. In a party permit the event payment annually of an amount greater than the restrictions and exceptions provided herein come into beingaggregate amount then payable annually under any note or notes issued as above provided, the Company shall use reasonable its best efforts to cause obtain the consent (if required) of the lenders who are parties to such covenants restricting such repurchase to be waived or modified, if possible, to the extent necessary loan agreements to permit such repurchase additional amounts to be made; provided that the Company shall not be obligated hereunder to make applied in prepayment of any payments to any third parties in order to obtain such waivers note or modifications. In the event the restrictions notes, and exceptions provided herein come into being, if such consent is obtained (or if no such consent is required) the Company shall pay such portion of the applicable payment as it is then able to pay pursuant to the terms hereof, that would not be so restricted, excepted or prohibited. The remainder additional amounts in prepayment of such note or notes (with such prepayment being made pro rata based upon the outstanding principal amount of all such notes in the event more than one such note shall be paid at outstanding), with any such time as said conditions no longer exist; provided that interest shall be paid on any unpaid amounts hereunder at a borrowing rate equal to the applicable mid-term federal rate prepayment being applied in effect on the date the payment inverse order of such amount would otherwise become due hereundermaturity.