Common use of Paramount Right of Purchase Clause in Contracts

Paramount Right of Purchase. All titles to Subject Properties shall be held subject to the right of purchase provided in this Section in favor of the other Companies, which shall be paramount to the rights of any person (other than one or more of the Companies) who shall succeed to the interests of any of the Companies. If, at any time during the term of this Agreement, any purchaser upon foreclosure or upon partition, or any receiver or liquidator, or any trustee or assignee in bankruptcy, or any other transferee by operation of law or other­ wise of the interest of any Company in any of the Subject Properties or any successor or transferee of any thereof, shall be finally upheld in any claim of ownership of any of the Subject Properties (herein referred to as "Incident Creating Right of Purchase"), the other Companies shall have the right (but not the obligation) to elect to purchase (in proportion to the respective Ownership Shares of such other Companies, if more than one shall desire to purchase) the entire interest in the Subject Properties of or derived from such Company, at a purchase price equal to the depreciated book value thereof, as determined under the Uniform System of Accounts mentioned in Section 3.07 hereof. Notice of such election to purchase shall be served upon the holder of such interest within six (6) months after the Incident Creating Right of Purchase, and the purchase shall then be consummated within one (1) year-after service of such notice. If the Public Service Commission of Wisconsin, or any other regulatory agency having jurisdiction to approve or disapprove the purchase price shall decline to approve such purchase price and shall determine that a different price would be fair and reasonable, the other Companies shall have a like right, for a period of six (6) months after such determination becomes final, to elect to purchase at the different price so determined.

Appears in 2 contracts

Samples: Joint Power Supply Agreement (Madison Gas & Electric Co), Joint Power Supply Agreement (Madison Gas & Electric Co)

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Paramount Right of Purchase. All titles to Subject Properties shall be held subject to the right of purchase provided in this Section Paragraph 14(d) in favor of the other Companies, which shall be paramount to the rights of any person (other than one or more of the Companies) who shall succeed to the interests of any of the Companies. If, at any time during the term of this Agreement, any purchaser upon foreclosure or upon partition, or any receiver or liquidator, or any trustee or assignee in bankruptcy, or any other transferee by operation of law or other­ wise otherwise of the interest of any Company in any of the Subject Properties Properties, or any successor or transferee of any thereof, shall be finally upheld in any claim of ownership of any of the Subject Properties (herein referred to as "Incident Creating Right of Purchase"), the other Companies shall have the right (but not the obligation) to elect to purchase (in proportion to the respective Ownership Shares of such other Companies, if more than one shall desire to purchase) the entire interest in the Subject Properties of or derived from such Company, at a purchase price equal to the depreciated book value thereof, as determined under the Uniform System of Accounts mentioned in Section 3.07 Paragraph 6 hereof. Notice of such election to purchase shall be served upon the holder of such interest within six (6) months after the Incident Creating Right of Purchase, and the purchase shall then be consummated within one (1) year-year after service of such notice. If the Public Service Commission of Wisconsin, or any other regulatory agency having jurisdiction to approve or disapprove the purchase price shall decline to approve such purchase price and shall determine that a different price would be fair and reasonable, the other Companies shall have a like right, for a period of six (6) months after such determination becomes final, to elect to purchase at the different price so determined. The Companies hereby acknowledge and agree that the provisions of this Paragraph 14(d) shall not apply to any adjustment or modification of Ownership Shares pursuant to Paragraph 1.2 herein.

Appears in 1 contract

Samples: Joint Power Supply Agreement (Madison Gas & Electric Co)

Paramount Right of Purchase. All titles to Subject Properties shall be held subject to the right of purchase provided in this Section Paragraph 11.5(d) in favor of the other Companies, which shall be paramount to the rights of any person (other than one or more of the Companies) who shall succeed to the interests of any of the Companies. If, at any time during the term of this Agreement, any purchaser upon foreclosure or upon partition, or any receiver or liquidator, or any trustee or assignee in bankruptcy, or any other transferee by operation of law or other­ wise otherwise of the interest of any Company in any of the Subject Properties Properties, or any successor or transferee of any thereof, shall be finally upheld in any claim of ownership of any of the Subject Properties (herein referred to as "Incident Creating Right of Purchase"), the other Companies shall have the right (but not the obligation) to elect to purchase (in proportion to the respective Ownership Shares of such other Companies, if more than one shall desire to purchase) the entire interest in the Subject Properties of or derived from such Company, at a purchase price equal to the depreciated book value thereof, as determined under the Uniform System of Accounts mentioned in Section 3.07 Paragraph 6 hereof. Notice of such election to purchase shall be served upon the holder of such interest within six (6) months after the Incident Creating Right of Purchase, and the purchase shall then be consummated within one (1) year-year after service of such notice. If the Public Service Commission of Wisconsin, or any other regulatory agency having jurisdiction to approve or disapprove the purchase price shall decline to approve such purchase price and shall determine that a different price would be fair and reasonable, the other Companies shall have a like right, for a period of six (6) months after such determination becomes final, to elect to purchase at the different price so determined.

Appears in 1 contract

Samples: Joint Power Supply Agreement (Madison Gas & Electric Co)

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Paramount Right of Purchase. All titles to Subject Properties shall be held subject to the right of purchase provided in this Section subsection (d) in favor of the other Companiesparty, which shall be paramount to the rights of any person (other than one or more of the Companies) who shall succeed to the interests of any of the Companieseither party. If, at any time during the term of this Agreement, any purchaser upon foreclosure or upon partition, or any receiver or liquidator, or any trustee or assignee in bankruptcy, or any other transferee by operation of law or other­ wise otherwise of the interest of any Company either party in any of the Subject Properties Properties, or any successor or transferee of any thereof, shall be finally upheld in any claim of ownership of any of the Subject Properties (herein referred to as "Incident Creating Right of Purchase"), the other Companies party shall have the right (but not the obligation) to elect to purchase (in proportion to the respective Ownership Shares of such other Companies, if more than one shall desire to purchase) the entire interest in the Subject Properties of or derived from such Companythe first party, at a purchase price equal to the depreciated book value thereof, original cost thereof at the date of purchase as determined under the Uniform System of Accounts mentioned in Section 3.07 hereof, from which shall be deducted accumulated depreciation as booked and to which shall be added an amount necessary to save the seller harmless from additional taxes due to taxable gains. Notice of such election to purchase shall be served upon the holder of such interest within six (6) months after the Incident Creating Right of Purchase, and the purchase shall then be consummated within one (1) year-year after service of such notice. If the Public Service Commission of Wisconsin, or any other regulatory agency having jurisdiction to approve or disapprove the purchase price shall decline to approve such purchase price and shall determine that a different price would be fair and reasonable, the other Companies purchasing party shall have a like right, for a period of six (6) months after such determination becomes final, to elect to purchase at the different price so determined.

Appears in 1 contract

Samples: Joint Power Supply Agreement (Madison Gas & Electric Co)

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