Common use of Grant of Put Option Clause in Contracts

Grant of Put Option. (a) For and in consideration of FBC's execution of this Option Agreement, the sufficiency of which is hereby acknowledged by PCC, PCC hereby grants to FBC an exclusive and irrevocable option to require PCC to acquire the Assets, including the FCC Licenses (the "Put Option"), for a purchase price of Eighteen Million Dollars ($18,000,000), subject to adjustment as provided in, and payable upon the closing of, the Asset Purchase Agreement (as defined in Section 3 below). FBC may assign its rights and interests in the Put Option so long as any such assignment complies with the requirements of Section 20 hereof. (b) FBC may deliver to PCC written notice of FBC's intention to exercise the Put Option (the "Put Notice") at any time following a PCC default of the Time Brokerage Agreement or at any time during the period commencing on November 15, 1999 (the "Put Commencement Date") and ending on November 15, 2001 (the "Put Termination Date"). The Put Option shall have no force or effect, and PCC shall have no obligation with respect thereto, prior to the Put Commencement Date or after the Put Termination Date. Notwithstanding the requirement in the preceding sentences, if FBC has not exercised the Put Option on or before the Put Termination Date, and PCC has not exercised the Call Option on or before the Call Termination Date (as those terms are defined below), FBC may deliver to PCC a Put Notice at any time during the 90-day period following expiration of the Call Option, if the reason for such expiration was a change in any federal law or any rule, regulation or policy of the FCC or any other governmental agency that renders, or could reasonably be expected to render, the Time Brokerage Agreement invalid, illegal or unenforceable; provided, however, that FBC's delivery of a Put Notice as contemplated by this sentence shall have no effect if, prior to the end of such 90-day period, PCC has assigned the Time Brokerage Agreement in accordance with the terms of Section 7.1(a) thereof and, as a result of such assignment, the Time Brokerage Agreement is legal, valid and enforceable.

Grant of Put Option. (a) For and in consideration of FBC's execution of this Option Agreement, the sufficiency of which is hereby acknowledged by PCC, PCC The Trust hereby grants to FBC an exclusive and irrevocable option PriceSmart the right, but not the obligation, to require PCC cause the Trust to acquire purchase one or more of the AssetsProperties at a price equal to the “total book value” for the respective Property as set forth next to the name of such Property on Exhibit “A” hereto, including less any existing loans or other obligations secured by encumbrances on such Property (which amounts the FCC Licenses (Trust will either assume, or repay at closing to the "Put Option"extent required by the applicable loan documents), and on other terms and conditions to be mutually agreed upon by PriceSmart and the Trust within the next sixty (60) day period (or, if the parties cannot so agree, then upon commercially reasonable terms and conditions to be established by arbitration in accordance with Section 15 below), such terms and conditions to be set forth in a Real Estate Purchase Contract which shall also specifically provide for (i) a closing of escrow within 30 days of PriceSmart’s exercise of the put option contemplated by this Agreement and (ii) PriceSmart’s right, but not obligation, to lease back one or more of the Properties by causing a majority owned subsidiary of PriceSmart to enter into a 20-year lease agreement at a lease rate of nine percent (9%) of the purchase price of Eighteen Million Dollars ($18,000,000)for such Property, subject to adjustment as provided inwith reasonable periodic rent increases, triple net, and payable with other terms and conditions to be mutually agreed upon by PriceSmart and the closing ofTrust within the next sixty (60) day period (or, if the Asset Purchase Agreement (as defined parties cannot so agree, then upon commercially reasonable terms and conditions to be established by arbitration in accordance with Section 3 15 below). FBC may assign its rights and interests Notwithstanding the foregoing, PriceSmart’s put option with respect to the two Properties located in the Put Option so long as any such assignment complies Panama must be exercised with the requirements of Section 20 hereof. (b) FBC may deliver respect to PCC written notice of FBC's intention to exercise the Put Option (the "Put Notice") at any time following a PCC default both Properties or neither of the Time Brokerage Agreement or at any time during Properties; PriceSmart shall not have the period commencing on November 15, 1999 (right to cause the "Put Commencement Date") and ending on November 15, 2001 (Trust to purchase one but not both of the "Put Termination Date")Properties located in Panama. The Put Option shall have no force or effect, book values and PCC shall have no obligation with respect thereto, prior outstanding loan amounts set forth on Exhibit A are denominated in United States Dollars. It is understood that the book values and outstanding loan amounts as set forth in Exhibit A are for informational purposes only and that the book values and outstanding loan amounts applicable to the Put Commencement Date or after the Put Termination Date. Notwithstanding the requirement in the preceding sentences, if FBC has not exercised the Put Option on or before the Put Termination Date, and PCC has not exercised the Call Option on or before the Call Termination Date (as those terms are defined below), FBC may deliver to PCC a Put Notice at any time during the 90-day period following expiration an exercise of the Call Option, if the reason for such expiration was a change in any federal law or any rule, regulation or policy option shall be determined as of the FCC or any other governmental agency that renders, or could reasonably date of the closing of the subject transaction. Any and all arbitration proceedings initiated under this Section 1 shall be expected to render, the Time Brokerage Agreement invalid, illegal or unenforceable; provided, however, that FBC's delivery of a Put Notice as contemplated by this sentence shall have no effect if, prior to the end of such 90-day period, PCC has assigned the Time Brokerage Agreement in accordance with the terms of Section 7.1(aconcluded within twenty (20) thereof and, as a result of such assignment, the Time Brokerage Agreement is legal, valid and enforceabledays.

Grant of Put Option. (a) For and The Company shall notify the Holder in consideration writing promptly following completion of FBC's execution of this Option Agreement, the sufficiency of which is hereby acknowledged by PCC, PCC hereby grants to FBC an exclusive and irrevocable option to require PCC to acquire the Assets, including the FCC Licenses (the "Put Option"), for a purchase price of Eighteen Million Dollars ($18,000,000), subject to adjustment as provided in, and payable upon the closing of, the Asset Purchase Agreement (as defined in Section 3 below)Qualified Financing. FBC may assign its rights and interests in the Put Option so long as any such assignment complies with the requirements of Section 20 hereof. (b) FBC may deliver to PCC written notice of FBC's intention to exercise the Put Option (the "Put Notice") at At any time following a PCC default of the Time Brokerage Agreement on or at any time during the period commencing on November 15, 1999 (the "Put Commencement Date") and ending on November 15, 2001 (the "Put Termination Date"). The Put Option shall have no force or effect, and PCC shall have no obligation with respect thereto, prior to after the Put Commencement Date or after the Put Termination Date. Notwithstanding the requirement in the preceding sentences, if FBC has not exercised the Put Option on or and before the Put Termination Date, and PCC the Holder has not exercised the Call Option on or before right (the Call Termination Date (as those terms are defined below“Put Right”), FBC may but not the obligation, to cause the Company to purchase all or a portion of the Shares at the Put Purchase Price. If the Holder desires to sell any of the Shares pursuant to this Section, the Holder will deliver to PCC the Company a written notice (the “Put Notice at any time during Exercise Notice”) exercising the 90-day period following expiration Put Right and specifying the number of Shares to be sold (the “Put Shares”) by the Holder. At the closing of the Call Option, if the reason for such expiration was a change in any federal law or any rule, regulation or policy purchase and sale of the FCC or any other governmental agency that renders, or could reasonably be expected to renderShares, the Time Brokerage Agreement invalidHolder shall deliver to the Company (i) a certificate in form and substance acceptable to the Company’s counsel, illegal or unenforceable; provided, howeverand signed by the Holder, that FBC's delivery contain customary, fundamental representations and warranties from the Holder (including that the Shares being sold are owned by the Holder and are being conveyed free and clear of a all liens, encumbrances, charges and other claims) and (ii) such other customary documents, instruments and certificates as the Company may reasonably request. Within 90 days after receipt of the Put Notice Exercise Notice, the Company must pay the Put Purchase Price for the Shares by wire transfer of immediately available funds to the account of the Holder described in the Put Exercise Notice. The Company will be entitled to deduct or withhold from any amount owing to the Holder hereunder any applicable withholding, excise or other taxes imposed by applicable law. The Company shall notify the Holder at the time of any such deduction or withholding, including the basis therefor. The Company and the Holder each shall take all actions as may be reasonably necessary to consummate the sale contemplated by this sentence shall have no effect ifSection, prior to the end of such 90-day periodincluding, PCC has assigned the Time Brokerage Agreement in accordance with the terms without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. The provisions of Section 7.1(a) thereof and, as a result 3 of such assignment, this Amendment will survive termination of the Time Brokerage Agreement is legal, valid and enforceableAgreement.