Construction Loan Put Option Clause Samples

Construction Loan Put Option. (a) Each of the Members hereby acknowledges that it is the intent of the Members that the Construction Loan Closing shall occur no later than April 30, 2014. Each of the Members further hereby acknowledges that it is the obligation of Woodfield to obtain such Construction Loan on terms consistent with the terms set forth in that certain Terms Discussion Memo dated as of February 21st, 2014 from Santander Bank (the “Agreed Construction Loan Terms”). If (i) by June 30, 2014, the Construction Loan Closing shall fail to occur on terms consistent with the Agreed Construction Loan Terms, or (ii) by July 31, 2014, the Company shall fail to obtain Final SDP Approval, then upon the occurrence of either such event, CNL shall have the option, but not the obligation (the “Put Option”), to sell its Entire Interest to Woodfield, such Put Option to be exercised by providing Woodfield written notice of such exercise. Upon exercise of such Put Option by CNL (the date of such exercise being the “Put Exercise Date”), Woodfield shall have the obligation to purchase CNL’s Entire Interest for a purchase price (the “Purchase Price”) equal to the amount of CNL’s total Capital Contributions as of the date of the Put Option, such Purchase Price to be payable in cash or other immediately available funds. CNL may, but shall have no obligation to, fund any Capital Contributions following the Put Exercise Date, and if CNL elects to fund any such additional Capital Contributions following the Put Exercise Date, the Purchase Price shall include any such additional Capital Contributions. The closing of the purchase and sale of CNL’s Entire Interest upon exercise by CNL of its Put Option shall take place on or before seventy-five (75) days after the Put Exercise Date, at the offices of CNL or such other date and place as is mutually agreed to by CNL and Woodfield. CNL shall continue to own its Entire Interest and have all rights with respect to its Entire Interest as set forth in this Agreement until the Purchase Price for CNL’s Entire Interest has been paid in full. Woodfield Investment Company, LLC, a Delaware limited liability company, will guarantee full payment and performance of Woodfield’s purchase obligations under this Section 6.13 pursuant to and subject to the terms and conditions set forth in a separate written guaranty dated as of the date hereof. Additionally, Woodfield’s obligations pursuant to this Section 6.13 shall be secured by certain distributions (the “Long Point Dist...