Common use of Options to Purchase Clause in Contracts

Options to Purchase. Right of First Refusal. Should Landlord during the Term enter into an agreement to sell the Premises, or any portion thereof, (“Sales Agreement”) Landlord shall provide to Tenant a written notice of intent to sell (“Notice”) with a copy of the Sales Agreement. Tenant shall have and may exercise an option to acquire the Premises, or the portion thereof subject to the Sales Agreement, on the same terms and conditions, other than as to the identity of the purchaser and date for closing, as are set forth in the Sales Agreement. If Tenant does not within 30 days after receiving the Notice and copy of the Sales Agreement give Landlord written notice of Tenant’s intention to exercise such option, then subject to and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later than the 150th day after receipt by Tenant of the Notice and copy of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales Agreement, Landlord shall again comply with the terms of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such option, then at such time as Tenant may specify, but no later than 90 days following receipt by Landlord of such notice from Tenant, and at such place within the city or town where the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenant, the Premises or portion thereof subject to the Sales Agreement.

Options to Purchase. Right (a) After the occurrence of First Refusala Purchase Option Trigger Event (as defined below), each Bank shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Noteholders at a purchase price equal to 100% of the amount of such Obligations on the date of purchase (including all interest thereon to the date of purchase), plus an amount equal to the Yield-Maintenance Amount which would be payable under the applicable Note Purchase Agreement if the Senior Notes were prepaid pursuant to the optional prepayment provisions of the applicable Note Purchase Agreement on such date of purchase. (b) After the occurrence of a Purchase Option Trigger Event, each Noteholder shall have the option to purchase all (but not less than all) of the outstanding Obligations owed to the Banks at a purchase price equal to 100% of the amount thereof on the date of purchase (including all interest thereon to the date of purchase). (c) Any Creditor desiring to exercise its option to purchase under this Section 15 may do so by giving notice to the Creditors whose Obligations are to be purchased. Should Landlord during The closing of the Term enter into an agreement purchase and sale shall take place on the fifth business day after such notice is given. At the closing, the buyer will pay the sellers the purchase price of the Obligations being purchased except that, with respect to sell the Premisespurchase of exposures in respect of outstanding but undrawn Letters of Credit, or any portion thereof, (“Sales Agreement”) Landlord the purchase shall provide to Tenant be a written risk participation therein payable at the same time as the related Letters of Credit are drawn. Payment of such purchase price shall be made in the same manner as specified in the applicable Senior Indebtedness Documents. Any notice of intent exercise of any such option to sell (“Notice”) with a copy purchase shall be irrevocable. In the event more than one notice of the Sales Agreement. Tenant shall have and may exercise of an option to acquire purchase under this Section 15 is given, only the Premises, or notice first given shall be effective and the portion thereof subject to other notices given shall be ineffective. (d) For the Sales Agreement, on the same terms and conditions, other than as to the identity of the purchaser and date for closing, as are set forth in the Sales Agreement. If Tenant does not within 30 days after receiving the Notice and copy of the Sales Agreement give Landlord written notice of Tenant’s intention to exercise such option, then subject to and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later than the 150th day after receipt by Tenant of the Notice and copy of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales Agreement, Landlord shall again comply with the terms purposes of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord 15, a “Purchase Option Trigger Event” shall occur when (i) an Event of Default has occurred and is continuing, (ii) any Creditor has notified the Collateral Agent and each other Creditor of its intent desire to exercise direct the Collateral Agent to take action hereunder, and (iii) within 60 days after the notice specified in clause (ii), the Required Creditors shall not have authorized the Collateral Agent to take such option, then at such time as Tenant may specify, but no later than 90 days following receipt by Landlord of action and the Creditor giving such notice from Tenant, and at shall not have withdrawn such place within the city or town where the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option notice by purchasing, and Landlord shall sell to Tenant, the Premises or portion thereof subject notice given to the Sales AgreementCollateral Agent and the other Creditors.

Options to Purchase. Right of First Refusal. Should Landlord during (a) For the Term enter into an agreement consideration per share and on the terms and conditions specified in the Notice, and subject to sell Section 5, (i) the Premises, Founder other than the Selling Founder (the "Buying Founder") shall have the first option to purchase all or any portion thereofpart of the Offered Shares, (“Sales Agreement”ii) Landlord the Series A Holders shall provide have the second option (on a pro rata basis according to Tenant a written notice the number of intent Shares owned by each Series A Holder relative to sell (“Notice”the number of Shares held by all Series A Holders) with a copy to purchase all or any part of the Sales Agreement. Tenant Offered Shares, (iii) the Company shall have and may exercise an the third option to acquire the Premises, purchase all or the portion thereof subject to the Sales Agreement, on the same terms and conditions, other than as to the identity any part of the purchaser Offered Shares and date (iv) the Purchaser shall have the fourth option to purchase all or any part of the Offered Shares. Any RFR Holder wishing to exercise its option must so notify the Selling Founder and the other RFR Holders within 10 days after the Notice. In the event there are two or more RFR Holders that choose to exercise their options for closinga total number of Offered Shares in excess of the number available, as are the Offered Shares available for each such RFR Holder's option shall be allocated among such RFR Holders in accordance with the priorities set forth in the Sales Agreementfirst sentence of this Section 4(a). If Tenant does not Alternatively, each RFR Holder may within 30 days after receiving the same 10-day period notify the Selling Founder of its desire to participate in the sale of the Offered Shares on the terms set forth in the Notice and copy the number of Shares it desires to sell. (b) In the event options to purchase have been exercised by the RFR Holders with respect to some but not all of the Sales Agreement give Landlord Offered Shares, those RFR Holders who have exercised their options within the 10-day period specified in Section 4(a) shall have an additional option, for a period of five days next succeeding the expiration of such 10-day period, to purchase all or any part of the balance of such Offered Shares on the terms set forth in the Notice, which option shall be exercised by the delivery of written notice of Tenant’s intention to the Selling Founder and the other RFR Holders. In the event there are two or more RFR Holders that choose to exercise the last-mentioned option for a total number of Offered Shares in excess of the number available, the Offered Shares available for each such option, then subject RFR Holder's option shall be allocated among such RFR Holders in accordance with the priorities set forth in the first sentence of Section 4(a). (c) If the options to and as provided purchase the Offered Shares are exercised in full by the Sales Agreement Landlord may sell RFR Holders, the Premises or portion thereof covered by Selling Founder shall immediately notify all of the Sales Agreement by RFR Holders of that fact. The closing of the purchase of the Offered Shares shall take place at the offices of the Company no later than five days after the 150th day after receipt by Tenant of the Notice and copy of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales Agreement, Landlord shall again comply with the terms of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such option, then at such time as Tenant may specify, but no later than 90 days following receipt by Landlord date of such notice from Tenant, and at such place within to the city RFR Holders. To the extent that the consideration proposed to be paid by the Offeree for the Offered Shares consists of property other than cash or town where the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenanta promissory note, the Premises or portion thereof subject consideration required to be paid by the RFR Holders exercising their options under this Section 4 may consist of cash equal to the Sales Agreementvalue of such property, as determined in good faith by agreement of the Selling Founder and the RFR Holders acquiring such Offered Shares. (d) Notwithstanding anything to the contrary herein, no RFR Holder shall have any right to purchase any of the Offered Shares hereunder unless the RFR Holders exercise their options to purchase all of the Offered Shares.

Options to Purchase. Right 26.1 LANDLORD'S OPTION TO PURCHASE TENANT'S PERSONAL PROPERTY; TRANSFER OF LICENSES. Provided Tenant has not exercised its option pursuant to Section 26.2 hereof, effective upon not less than ninety (90) days prior notice given at any time within one hundred eighty (180) days prior to the expiration of First Refusal. Should Landlord during the Term enter into an agreement to sell the Premisesof this Lease, or any portion upon such shorter Notice as shall be reasonable if this Lease is terminated prior to its expiration date, Landlord shall have the option to purchase all (but not less than all) of Tenant's Personal Property, if any, at the expiration or termination of this Lease, for an amount equal to the then fair market value thereof, (“Sales Agreement”) Landlord shall provide taking into account and with appropriate price adjustments for, all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to Tenant a written notice of intent to sell (“Notice”) with a copy which such Tenant's Personal Property is subject. Upon the expiration or termination of the Sales AgreementLease and such purchase by Landlord, Tenant shall use good faith efforts, at Landlord's sole cost and expense, to transfer and assign to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Facility. 26.2 TENANT'S OPTION TO PURCHASE THE PROPERTY. Provided no Event of Default specified in Section 17.1(a) hereof nor any other material Event of Default has occurred and is continuing, and provided Tenant simultaneously exercises its option to purchase the Properties subject to the other Leases, Tenant shall have and may exercise an the option exercisable on not less than one hundred eighty (180) days nor more than three hundred sixty (360) days Notice to acquire purchase the PremisesProperty, at the expiration of the Fixed Term, or at the portion thereof expiration of any Extended Term, at the greater of (y) the Fair Market Value of the Property as of the date specified for transfer of the 60 67 Property in such Notice or (z) the Total Investment Cost. Any such purchase of the Property by Tenant will constitute a Sale, and will be subject to the Sales Agreementindemnification provisions of Section 22.1 hereof. Upon exercise by Tenant of its option to purchase the Property, on Landlord shall, at the same terms and conditionselection of Tenant, other than either convey the Property as to the identity a sale of assets or as a sale of the purchaser and date for closing, as are set forth in stock of a corporation whose sole assets consist of the Sales AgreementProperty. If Tenant does not within 30 days after receiving shall timely and properly exercise the Notice and copy foregoing option, the sale of the Sales Agreement give Property shall be consummated through an escrow to be opened with a mutually acceptable title or escrow company and shall close within ten Business Days following the expiration of the Fixed Term or Extended Term in connection with which Tenant exercised such purchase option. The purchase price of the Property (net of the principal balance of any Facility Mortgage placed on the Property by Landlord written notice and expressly assumed by Tenant) shall be deposited into escrow by wire transfer of Tenant’s intention Federal Funds at least two business days prior to exercise close of escrow and shall be paid to Landlord at close of escrow by wire transfer of Federal Funds to such option, then account as Landlord shall designate. Tenant acknowledges and agrees that it shall purchase the Property from Landlord "AS IS" and subject to all faults, defects in title and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later other matters whatsoever, including, but not limited to, all matters of record other than the 150th day after receipt Facility Mortgage not expressly assumed by Tenant and any other liens, encumbrances, attachments, levies or claims encumbering, at the instance of Landlord, the Property, all of which shall be removed of record prior to purchase. Landlord shall be conclusively deemed not to have made any warranty or representation regarding the title, condition or other status of the Notice Property. All title insurance premiums and copy other closing costs associated with the purchase of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales Agreement, Landlord shall again comply with the terms of Property by Tenant pursuant to this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such option, then at such time as Tenant may specify, but no later than 90 days following receipt shall be paid by Landlord of such notice from Tenant, and at such place within the city or town where the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenant, the Premises or portion thereof subject to the Sales Agreement.

Options to Purchase. Right 36. The Owner shall grant to the Regional District: (a) concurrent with the first Subdivision of First Refusalthe Lakes District Land: (i) the Notch Option to Purchase (Schedule “P”), over the Notch Option to Purchase Lands, having a five year term; and (ii) a Section 219 Covenant precluding construction on the Notch Option to Purchase Lands commencing upon the first Subdivision of the Lakes District Land and expiring at the expiry of the Notch Option to Purchase, substantially in the form attached as Schedule “R” to this Agreement. (b) concurrent with the first Subdivision in Phase 1e of the Lakes District Land: (i) the Lookout Option to Purchase (Schedule “Q”), over the Lookout Option to Purchase Lands, having a three year term; and (ii) a Section 219 Covenant precluding construction on the Lookout Option to Purchase Lands commencing upon the first Subdivision of Phase 1e of the Lakes District Land and expiring at the expiry of the Lookout Option to Purchase, substantially in the form attached as Schedule “R” to this Agreement. 37. Should Landlord during The Regional District shall, in the Term enter into an agreement event it does not exercise: (a) the Notch Option to sell Purchase, provide the Premises, or any portion thereof, (“Sales Agreement”) Landlord shall provide to Tenant a written notice of intent to sell (“Notice”) Owner with a copy Release of same and of the Sales Agreement. Tenant shall have and may exercise an option to acquire the Premises, or the portion thereof subject to the Sales Section 219 Covenant provided for at section 36(a)(ii) of this Agreement, on duly executed by the same terms Regional District and conditions, other than as to the identity of the purchaser and date for closing, as are set forth in a form that is registrable in the Sales Agreement. If Tenant does not within 30 days after receiving the Notice and copy of the Sales Agreement give Landlord written notice of Tenant’s intention to exercise such optionLand Title Office, then subject to and as provided by the Sales Agreement Landlord may sell the Premises on or portion thereof covered by the Sales Agreement by before that certain date which is no later than five years after the 150th day after receipt by Tenant registration of the Notice Notch Option to Purchase; and (b) the Lookout Option to Purchase, provide the Owner with a Release of same and copy of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms Section 219 Covenant provided for at section 36(b)(ii) of the Sales this Agreement, Landlord shall again comply with duly executed by the terms of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such optionRegional District and in a form that is registrable in the Land Title Office, then at such time as Tenant may specify, but on or before that certain date which is no later than 90 days following receipt by Landlord three years after the registration of such notice from Tenant, and at such place within the city or town where Lookout Option to Purchase. 38. In the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise event the Regional District exercises the Notch Option to Purchase before the expiry of its option by purchasing, and Landlord shall sell to Tenantfive year term, the Premises or portion thereof Owner shall, with the consent of the Regional District (which the Regional District shall provide): (a) apply to the Approving Officer to add the Notch Option to Purchase Lands to the adjacent park parcel comprising the Notch Summit, if that park is in the form of a parcel; or (b) apply to the Approving Officer to dedicate the Notch Option to Purchase Lands as part of the adjacent dedicated park comprising the Notch Summit, if that park has been dedicated; and (c) subject to Approving Officer approval of the Sales Agreementapplication, complete the addition or dedication at the Owner’s cost. 39. In the event the Regional District exercises the Lookout Option to Purchase before the expiry of its three year term, the Owner shall, with the consent of the Regional District (which the Regional District shall provide): (a) apply to the Approving Officer to add the Lookout Option to Purchase Lands to the adjacent park parcel containing the Lookout, if that park is in the form of a parcel; or (b) apply to the Approving Officer to dedicate the Lookout Option to Purchase Lands as part of the adjacent dedicated park containing the Lookout, if that park has been dedicated; and (c) subject to Approving Officer approval of the application, complete the addition or dedication at the Owner’s cost.

Options to Purchase. Right 26.1 Landlord's Option to Purchase Tenant's Personal Property; Transfer of First RefusalLicenses. Should Landlord during Provided Tenant has not exercised its option pursuant to Section 26.2 hereof, effective upon not less than ninety (90) days prior notice given at any time within one hundred eighty (180) days prior to the expiration of the Term enter into an agreement to sell the Premisesof this Lease, or any portion upon such shorter Notice as shall be reasonable if this Lease is terminated prior to its expiration date, Landlord shall have the option to purchase all (but not less than all) of Tenant's Personal Property, if any, at the expiration or termination of this Lease, for an amount equal to the then fair market value thereof, (“Sales Agreement”) Landlord shall provide taking into account and with appropriate price adjustments for all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to Tenant a written notice of intent to sell (“Notice”) with a copy which such Tenant's Personal Property is subject. Upon the expiration or termination of the Sales AgreementLease and such purchase by Landlord, Tenant shall use good faith efforts, at Landlord's sole cost and expense, to transfer and assign to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Facility. 26.2 Tenant's Option to Purchase the Property. Provided no Event of Default specified in Section 17.1 (a) hereof nor any other material Event of Default has occurred and is continuing, and provided Tenant simultaneously exercises its option to purchase the Properties subject to the other Leases, Tenant shall have and may exercise an the option exercisable on not less than one hundred eighty (180) days nor more than three hundred sixty (360) days Notice to acquire purchase the PremisesProperty, at the expiration of the Fixed Term, or at the portion thereof expiration of any Extended Term, at the greater of (y) the Fair Market Value of the Property as of the date specified for transfer of the Property in such Notice or (z) the Total Investment Cost. Any such purchase of the Property by Tenant will constitute a Sale, and will be subject to the Sales Agreement, on the same terms and conditions, other than as to the identity indemnification provisions of the purchaser and date for closing, as are set forth in the Sales AgreementSection 22.1 hereof. If Tenant does not within 30 days after receiving the Notice and copy of the Sales Agreement give Landlord written notice of Tenant’s intention to Upon exercise such option, then subject to and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later than the 150th day after receipt by Tenant of its option to purchase the Notice and copy of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales AgreementProperty, Landlord shall again comply with shall, at the terms election of this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such option, then at such time as Tenant may specify, but no later than 90 days following receipt by Landlord of such notice from Tenant, and at such place within the city or town where the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenant, the Premises or portion thereof subject to the Sales Agreement.either convey

Options to Purchase. Right 26.1 LANDLORD'S OPTION TO PURCHASE TENANT'S PERSONAL PROPERTY; TRANSFER OF LICENSES. Provided Tenant has not exercised its option pursuant to Section 26.2 hereof, effective upon not less than ninety (90) days prior notice given at any time within one hundred eighty (180) days prior to the expiration of First Refusal. Should Landlord during the Term enter into an agreement to sell the Premisesof this Lease, or any portion upon such shorter Notice as shall be reasonable if this Lease is terminated prior to its expiration date, Landlord shall have the option to purchase all (but not less than all) of Tenant's Personal Property, if any, at the expiration or termination of this Lease, for an amount equal to the then fair market value thereof, (“Sales Agreement”) Landlord shall provide taking into account and with appropriate price adjustments for, all equipment leases, conditional sale contracts, UCC-1 financing statements and other encumbrances to Tenant a written notice of intent to sell (“Notice”) with a copy which such Tenant's Personal Property is subject. Upon the expiration or termination of the Sales AgreementLease and such purchase by Landlord, Tenant shall use good faith efforts, at Landlord's sole cost and expense, to transfer and assign to Landlord or its designee, or assist Landlord or its designee in obtaining, any contracts, licenses, and certificates required for the then operation of the Facility. 26.2 TENANT'S OPTION TO PURCHASE THE PROPERTY. Provided no Event of Default specified in Section 17.1 (a) hereof nor any other material Event of Default has occurred and is continuing, and provided Tenant simultaneously exercises its option to purchase the Properties subject to the other Leases, Tenant shall have and may exercise an the option exercisable on not less than one hundred eighty (180) days nor more than three hundred sixty (360) days Notice to acquire purchase the PremisesProperty, at the expiration of the Fixed Term, or at the portion thereof expiration of any Extended Term, at the greater of (y) the Fair Market Value of the Property as of the date specified for transfer of the Property in such Notice or (z) the Total Investment Cost. Any such purchase of the Property by Tenant will constitute a Sale, and will be subject to the Sales Agreementindemnification provisions of Section 22.1 -59- 65 hereof. Upon exercise by Tenant of its option to purchase the Property, on Landlord shall, at the same terms and conditionselection of Tenant, other than either convey the Property as to the identity a sale of assets or as a sale of the purchaser and date for closing, as are set forth in stock of a corporation whose sole assets consist of the Sales AgreementProperty. If Tenant does not within 30 days after receiving shall timely and properly exercise the Notice and copy foregoing option, the sale of the Sales Agreement give Property shall be consummated through an escrow to be opened with a mutually acceptable title or escrow company and shall close within ten Business Days following the expiration of the Fixed Term or Extended Term in connection with which Tenant exercised such purchase option. The purchase price of the Property (net of the principal balance of any Facility Mortgage placed on the Property by Landlord written notice and expressly assumed by Tenant) shall be deposited into escrow by wire transfer of Tenant’s intention Federal Funds at least two business days prior to exercise close of escrow and shall be paid to Landlord at close of escrow by wire transfer of Federal Funds to such option, then account as Landlord shall designate. Tenant acknowledges and agrees that it shall purchase the Property from Landlord "AS IS" and subject to all faults, defects in title and as provided by the Sales Agreement Landlord may sell the Premises or portion thereof covered by the Sales Agreement by no later other matters whatsoever, including, but not limited to, all matters of record other than the 150th day after receipt Facility Mortgage not expressly assumed by Tenant and any other liens, encumbrances, attachments, levies or claims encumbering, at the instance of Landlord, the Property, all of which shall be removed of record prior to purchase. Landlord shall be conclusively deemed not to have made any warranty or representation regarding the title, condition or other status of the Notice Property. All title insurance premiums and copy other closing costs associated with the purchase of the Sales Agreement. If Landlord does not timely so sell the Premises or varies the terms of the Sales Agreement, Landlord shall again comply with the terms of Property by Tenant pursuant to this Section 15 as if no Notice had ever been given. If Tenant timely notifies Landlord of its intent to exercise such option, then at such time as Tenant may specify, but no later than 90 days following receipt shall be paid by Landlord of such notice from Tenant, and at such place within the city or town where the Premises is located as Tenant may specify, or such other place and time and Landlord and Tenant may agree, Tenant shall exercise its option by purchasing, and Landlord shall sell to Tenant, the Premises or portion thereof subject to the Sales Agreement.