Failure to Exercise Purchase Option. In the event the remaining Members do not give notice of exercise of the Purchase Option during the applicable time period set forth in Section 9.3, such Purchase Option shall lapse and the Withdrawing Member or its executor, administrator or other legal representative in the event of death or declaration of legal incompetency, may transfer its economic rights in the Membership Interest of the Withdrawing Member to any Person; provided that any transferee of the Withdrawing Member’s Membership Interests, as provided herein, (i) shall only have those rights as specified in Section 8.4, (ii) shall not be admitted as a substitute Member without full compliance with Section 8.3 and (iii) shall be subject to the buy-sell restrictions imposed under this Article IX.
Failure to Exercise Purchase Option. If the Purchase Option is not exercised with respect to the entire Withdrawing Interest within thirty (30) days after the Notice Date, then, by giving written notice to the Manager the Withdrawing Member may decline to sell the Withdrawing Interest. In such event, the Purchase Option shall be deemed terminated with respect to the Buy-Sell Event that triggered the Purchase Option. However, the Withdrawing Interest shall continue to be subject to all of the restrictions on Transfer and other terms of this Agreement, except with respect to the Buy-Sell Event that triggered the terminated Purchase Option, and the Person owning the Withdrawing Interest shall have only those rights specified in Section 12.4 with respect to the Withdrawing Interest, and shall be admitted (or re-admitted) as a Member with respect to the Withdrawing Interest only upon full compliance with Article XIV.
Failure to Exercise Purchase Option. If the TOWN or its designee does not exercise its right to purchase the PROPERTY within ninety (90) days of the date of receipt of OWNER’s notice, or an escrow account is not opened within ninety (90) days of the date the TOWN notifies OWNER of its intent to purchase, all restrictions, resale controls, and other terms of this Agreement shall cease and become null and void and of no further effect as to the PROPERTY, unless the time period has been extended by mutual, written agreement of the parties, and OWNER may sell the PROPERTY to a person of his/her choosing in a manner free from any and all restrictions contained in this Agreement.
Failure to Exercise Purchase Option. If the participant fails to exercise the option to purchase within the designated option period, the Lease Agreement will terminate and BIHA shall retain all rental payments received and the participant shall have no right to receive back any part of the rent and shall have no further rights or claims hereunder.
Failure to Exercise Purchase Option. If the Purchase Closing does not occur, for any reason, on or before 11:59 p.m., Eastern time, on June 30, 1998, WNC may require WestMed to deliver the Replacement Letter of Credit to Lender, to return the Existing Letter of Credit to CMS, and to reimburse WNC in the amount of the Security Deposit (whereupon WNC and/or CMS, as applicable, shall assign the Security Deposit then deposited with Landlord to WestMed Sub), within thirty (30) days of WNC’s demand therefor. If WestMed shall fail to do any or all of the foregoing upon WNC’s demand therefor, WNC shall have the right and option, exercisable at any time thereafter upon written notice to WestMed Sub, to become the sole Managing General Partner of the Partnership, with the same power and authority as WestMed Sub shall have as of the date hereof pursuant to Section and elsewhere herein.
Failure to Exercise Purchase Option. Notwith standing anything to the contrary in this Agreement, the Withdrawing Member shall not be obligated to sell the Withdrawing Interest pursuant to this Article IX unless the Company, the Members or a combination of any of them exercise the Purchase Option with respect to the entire Withdrawing Interest. If the Purchase Option is not exercised with respect to the entire Withdrawing Interest by the Company and/or Members within forty- five (45) days after the Notice Date, then, by giving written notice to the Company and all of the Members within sixty (60) days after the Notice Date, the Withdrawing Member may decline to sell the Withdrawing Interest to the Purchaser. In such event, the Purchase Option shall be deemed terminated with respect to the Buy-Sell Event that triggered the Purchase Option. However, the Withdrawing Interest shall continue to be subject to all of the restrictions on Transfer and other terms of this Agreement, except with respect to the Buy-Sell Event that triggered the terminated Purchase Option, and the Person owning the Withdrawing Interest shall have only those rights specified in Section 8.3 with respect to the Withdrawing Interest, and shall be admitted (or re-admitted) as a Member with respect to the Withdrawing Interest only upon full compliance with Section 8.2.6.
Failure to Exercise Purchase Option. In the event the Members or Purchase Option Assignee, if any, do not exercise their Purchase Options following a Buy-Sell Event described in 13.1(g), the Withdrawing Member may Transfer all, but not less than all, of its Membership Interest to the Person from whom the bona fide offer was received without the consent of the Disinterested Members; provided, however that the transferee of the Withdrawing Member’s Membership Interest (i) shall not be admitted as a substitute Member without full compliance with Sections 12.1(c), 12.2 and 12.3 and (ii) shall be subject to the Buy-Sell restrictions imposed under this Article XIII, In the event the Members or Purchase Option Assignee, if any, do not exercise their Purchase Options following a Buy-Sell Event described in Section 13.1(a), (b), (c), (d), (e) or (f), the Withdrawing Member shall have no right to transfer its Membership Interest to any Person. In the event Burlington does not exercise the Burlington Put Option as specified in Section 13.3(b), Unifi shall have no right to acquire Burlington’s Membership Interest. The rights set forth in this Article XIII in respect of the occurrence of one or more Buy-Sell Events from time to time with respect to a Member shall not be the sole and exclusive source of remedy or satisfaction of any party damaged with respect to any such Buy-Sell Event, and each of the parties shall retain all other remedies (statutory, equitable, common law or other) against the Withdrawing Member with respect thereto.
Failure to Exercise Purchase Option. In the event PAMC fails to timely ----------------------------------- exercise the Purchase Option as provided in Section 4.1 above, the following ----------- shall apply:
Failure to Exercise Purchase Option. In the event the Members or Purchase Option Assignee, if any, do not give notice of exercise of their Purchase Options during the 30 day period set forth in Section 9.3, the Purchase Options shall lapse and the Withdrawing Member or its executor, administrator or other legal representative in the event of death or Legal Incapacity, may transfer only its Economic Interests in the Membership Interest of the Withdrawing Member to any Person; provided that any transferee of the Withdrawing Member’s Membership Interests, as provided herein, (i) shall only have those rights of an Economic Interest holder set forth in this Agreement, (ii) shall not be admitted as a substitute Member without full compliance with Section 8.3 and (iii) shall be subject to the buy-sell restrictions imposed under this Article IX, the right of first refusal under Section 8.6 and all other restrictions and obligations set forth in this Agreement.
Failure to Exercise Purchase Option. The failure of the Company to exercise its option to purchase the Thermal GAC Reactivation Facility Site on the Contract Date and to become the owner of the Thermal GAC Reactivation Facility Site;
