Option to Purchase Dignity Health Equity Interest Sample Clauses

Option to Purchase Dignity Health Equity Interest. As set forth in this Article III, as an alternative to the District’s Asset Purchase Obligation under Section 15.3 of the New Lease, and as partial consideration for District entering into this Agreement and the New Lease, Dignity hereby grants to District an option (the “Option”), but not the obligation, to purchase, at its fair market value, Dignity Health’s right to ninety-nine percent (99%) of the Corporation assets upon the Corporation’s dissolution (the “Dignity Health Equity Interest”). District’s Option shall commence (the “Option Commencement Date”) when the first of the following occurs: (i) District receives from the Corporation an Early Termination Notice (as such term is defined in the New Lease), (ii) District delivers to the Corporation a termination notice under Section 9.4(a) of the New Lease, or (iii) the date that is three (3) years before the expiration of the maximum thirty (30)-year term of the New Lease, and shall terminate on the date that is one- hundred and eighty (180) days prior to the scheduled New Lease termination date (as identified in the New Lease or the applicable termination notice) (the “Option Period”). District may exercise its Option at any time during the Option Period by written notice to Dignity Health. District and Dignity Health acknowledge that Local Hospital District Law, and in particular of Section 32126 thereof, as it may be amended prior to any exercise of the Option, may impose certain requirements with respect to District’s exercise of its Option and the parties covenant to cooperate in good faith to satisfy any requirements thereunder so as to give the full effect of District’s exercise of the Option. Should: (i) District timely exercise the Option, (ii) the parties satisfy any applicable requirements of Local Hospital District Law with respect to same and (iii) District fulfill its obligations under such Option, then District shall not have any obligation under Section 15.3 of the New Lease to purchase the Hospital Assets (as such term is defined in the New Lease) from the Corporation; provided that the District shall retain all rights and remain obligated under Exhibit C to the New Lease regarding Transition/Surrender Protocols, as reasonably modified in light of District’s exercise of the Option.
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Related to Option to Purchase Dignity Health Equity Interest

  • OPTION TO PURCHASE CONTROLLING In the event a conflict arises between the terms and conditions of the Lease Agreement and the Option to Purchase Agreement, the Option to Purchase Agreement shall control.

  • Option to Purchase Subject to Section 3.5, the Receiver hereby grants to the Assuming Institution an exclusive option for the period of ninety (90) days commencing the day after Bank Closing to purchase any or all owned Bank Premises, including all Furniture, Fixtures and Equipment located on the Bank Premises. The Assuming Institution shall give written notice to the Receiver within the option period of its election to purchase or not to purchase any of the owned Bank Premises. Any purchase of such premises shall be effective as of the date of Bank Closing and such purchase shall be consummated as soon as practicable thereafter, and in no event later than the Settlement Date. If the Assuming Institution gives notice of its election not to purchase one or more of the owned Bank Premises within seven (7) days of Bank Closing, then, not withstanding any other provision of this Agreement to the contrary, the Assuming Institution shall not be liable for any of the costs or fees associated with appraisals for such Bank Premises and associated Fixtures, Furniture and Equipment.

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  • OPTION PRICE The Option price is $_______ for each Share, being 100% of the fair market value, as determined by the Committee, of the Common Stock on the date of grant of this Option.

  • Intention to Bid for or Repurchase Securities (i) Intention to Bid. Except as disclosed in Schedule B, neither the Company nor any officers and directors of the Company intends to submit bids for the Securities in the Auction.

  • Agreement to Purchase The Mortgage Loan Seller agrees to sell, assign, transfer, set over and otherwise convey to the Purchaser, without recourse, representation or warranty, other than as set forth herein, and the Purchaser agrees to purchase from the Mortgage Loan Seller, subject to the terms and conditions set forth herein, the Mortgage Loans. The purchase and sale of the Mortgage Loans shall take place on August 12, 2015 or such other date as shall be mutually acceptable to the parties hereto (the “Closing Date”). As of the Cut-off Date, the Mortgage Loans will have an aggregate principal balance, after application of all payments of principal due on the Mortgage Loans, if any, on or before such date, whether or not received, of $191,491,726, subject to a variance of plus or minus 5%. The purchase price for the Mortgage Loans shall be an amount set forth on the cross receipt between the Mortgage Loan Seller and the Purchaser dated the Closing Date (which price reflects no deduction for any transaction expenses for which the Mortgage Loan Seller is responsible). The Purchaser shall pay such purchase price to the Mortgage Loan Seller on the Closing Date by wire transfer in immediately available funds or by such other method as shall be mutually acceptable to the parties hereto.

  • Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase order The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor. The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage. Unless otherwise stated in the Agreement, deliveries must consist only of new and unused merchandise.

  • Authorization to Transact Business in the Commonwealth In order to contract with Xxxxxxxxx County, contractors organized as a stock or nonstock corporation, limited liability company, business trust, or limited partnership or registered as a registered limited liability partnership shall be authorized to transact business in the Commonwealth as a domestic or foreign business entity if so required by Code of Virginia, Title 13.1 or Title 50 or as otherwise required by law. Pursuant to competitive sealed bidding or competitive negotiation, a bidder or offeror organized or authorized to transact business in the Commonwealth pursuant to Title 13.1 or Title 50 shall include in its bid or proposal the identification number issued to it by the State Corporation Commission. Any bidder or offeror that is not required to be authorized to transact business in the Commonwealth as a foreign business entity under Title 13.1 or Title 50 or as otherwise required by law shall include in its bid or proposal a statement describing why the bidder or offeror is not required to be so authorized. Any bidder or offeror that fails to provide the required information shall not be awarded a contract unless a waiver of this requirement is granted by the County Administrator. Any business entity as described above that enters into a contract with a public body pursuant to the Virginia Public Procurement Act shall not allow its existence to lapse or its certificate of authority or registration to transact business in the Commonwealth to be revoked or cancelled at anytime during the contract. Xxxxxxxxx County may void any contract with a business entity if that entity fails to remain in compliance with the provisions of this section.

  • The Purchase Price If the sale of the Property is not subject to HST, Seller agrees to certify on or before (included in/in addition to) closing, that the sale of the Property is not subject to HST. Any HST on chattels, if applicable, is not included in the Purchase Price.

  • Adjustment of Number of Common Shares and Exercise Price The subscription rights in effect under the Warrants for Common Shares issuable upon the exercise of the Warrants shall be subject to adjustment from time to time as follows:

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