Purchase and Sale Options. Manager shall have the right and option to acquire all, but not less than all, the Interests from Owner (the "Purchase Option"), and Owner shall have the right and option to sell all, but not less than all, the Interests to Manager (the “Sale Option”), according to the following terms and conditions:
Purchase and Sale Options. (a) The Equity Holder hereby grants to Buyer the irrevocable option during the Purchase Option Term (the “Purchase Option”) to, subject to the terms of this Agreement, purchase and acquire from the Equity Holder, free and clear of any Liens (other than Permitted Liens), the Equity Interests.
(b) The Buyer hereby grants to Equity Holder the irrevocable option during the Sale Option Term (the “Sale Option”) to, subject to the terms of this Agreement, sell to the Buyer, free and clear of any Liens (other than Permitted Liens), the Equity Interests.
Purchase and Sale Options. At the expiration of the Primary Term, Lessee may, and upon written notice Lessor shall have the unqualified right to require Lessee to purchase all of the Equipment from Lessor for a sales price equal to 7.5% of the Total Equipment Cost set forth on the Rental Schedule in question. Upon such payment in full in cash and payment of any other amounts then due hereunder (including the costs and expenses of Lessor, if any, and applicable Impositions, if any, in connection with such sale or transfer), Lessor will transfer to Lessee, without recourse or warranty and on a "WHERE IS, AS IS" basis, all of Lessor's right, title and interest in and to the Equipment by delivery of a duly executed xxxx of sale. If Lessee fails to pay such purchase price and such other amounts then due hereunder, Lessor may, without prejudice to its rights under Section 16 hereof, abandon such Equipment where such Equipment is located without liability of any kind to Lessee.
Purchase and Sale Options. 21 A. Options.........................................................................21 B.
Purchase and Sale Options. (a) On the Purchase Option Date, Lessee shall have the option, upon at least sixty (60) days' prior irrevocable written notice to Lessor, to purchase on such date all (but not less than all) Equipment from Lessor for a purchase price equal to the Option Price. Upon such payment in full and payment of any other amounts then due hereunder (including the costs of expenses of Lessor, if any, in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty and on a "WHERE IS, AS IS" basis. all of Lessor's right, title and interest in and to the Equipment.
(b) At the expiration of the Primary Term. Lessee may, and upon written notice Lessor may require Lessee to, purchase all of the Equipment from Lessor for a sales price equal to $1.00. Upon such payment in full and payment of any other amounts then due hereunder (including the costs and expenses of Lessor, if any, in connection with such sale or transfer). Lessor will transfer to Lessee, without recourse or warranty and on a "WHERE IS, AS IS" basis, all of Lessor's right, title and interest in and to the Equipment. If Lessee fails to pay such purchase price and such other amounts then due hereunder, Lessor may, without prejudice to its rights under Section 16 hereof, abandon such Equipment where such Equipment 5 located without liability of any kind to Lessee.
Purchase and Sale Options. (a) At any time during the Term of any Lease, Lessee shall have the option upon at least thirty (30) days' prior irrevocable written notice to Lessor to purchase on the date specified by Lessee in such written notice, which date shall not be more than thirty (30) days after the date of such notice (the "Purchase Option Date") all (but not less than all) the Equipment from Lessor on any or multiple particular Lease Supplement(s) for a purchase price equal to the Option Price, as specified below. Upon such payment in full and payment of any other amounts then due hereunder (including the costs and expenses of Lessor, if any, in connection with such purchase), Lessor will transfer to Lessee, without recourse or warranty and on a "WHERE IS, AS IS" basis, all of Lessor's right, title and interest in and to the Equipment (exclusive of Software) as set forth on such Lease Supplement(s). The "Option Price" shall equal, as of the Purchase Option Date, (i) accrued but unpaid Rent under each and every Lease Supplement that sets forth the particular Equipment being purchased and (ii) the balance of principal payments then due under each and every Lease Supplement that sets forth the particular Equipment being purchased.
Purchase and Sale Options. 18 11.4 Right of First Refusal............................................................... 20 ARTICLE XII: RIGHT TO CONTINUE BUSINESS OF PARTNERSHIP.......................................................... 21
Purchase and Sale Options. (a) In the event that (i) a dispute shall remain unresolved between the Partners for more than 30 days concerning any matter as to which their agreement is required for the operation of the business of the Partnership or (ii) Arthxx X. Xxxxx, Xx. xxxll have ceased to be actively engaged in the business of the Partnership and a person acceptable to SEP shall not have been designated by KCOR as his successor within 60 days thereafter (any such event, an "Option Trigger"), either Partner shall have the right to exercise the rights and privileges set forth in this Section 11.3 to purchase the Interest of the other Partner or to sell its Interest to the other Partner.
(b) Upon the occurrence of an Option Trigger, either Partner (the "Offering Partner) shall have the right by written notice given as set forth n Section 14.1 to tender to the other Partner (the "Receiving Partner") an offer to sell (the "Offer to Sell") the entire Interest of the Offering Partner to the Receiving Partner, and an offer to purchase (the Offer to Purchase") the entire interest of the Receiving Partner. The price in the Offer to Sell shall be the same as the price in the Offer to Purchase (as calculated on a percentage of interest in the profits of the Partnership) and shall be for all cash, except that the price to be paid for the Interest of SEP after such calculation shall be increased by 50% of the amount of Unrecovered Capital as of the day of closing of the proposed transaction. For example, if the Percentage Interest of the Offering Partner is 50%, and the Offer to Sell is made in the amount of $1,000,000, the Offer to Purchase must also be in the amount of $1,000,000, except that if the Offer to Sell is made by SEP and the balance of Unrecovered Capital at the time of closing of the sale $300,000, the Offer to Sell will be adjusted to be $1,150,000. Similarly, if the Percentage Interest of the Offering Partner is 75% and the Offer to Sell is made in the amount of $1,500,000, the Offer to Purchase must be made in the amount of $500,000 (subject to a corresponding adjustment for Unrecovered Capital). The Offers shall be irrevocable for a period of 30 business days from and after the delivery of such Offers and the Receiving Partner may, prior to expiration of said period, accept either the Offer to Sell or the Offer to Purchase. Upon acceptance, the Offering Partner shall be obligated to sell or to purchase an Interest, as the case may be, and the Receiving Partner shall be reci...
Purchase and Sale Options. 5 9. Participation Rights; Bring-Along Rights........................................... 7 10.
Purchase and Sale Options. (a) Within 180 days after the ------------------------- determination of Fair Market Value as contemplated hereby following either (i) termination by the Corporation of the employment of any Management Shareholder (without duplication to any other provision below) without (A) Cause (as defined in the Employment and Compensation Agreement, dated as of the date hereof, to which the Management Shareholder is a party (the "Employment Agreement")) or (B) Special Cause (as defined below) or (ii) termination by a Management Shareholder of his employment for Good Reason (as defined in the Employment Agreement), such Management Shareholder may elect to cause the Corporation to purchase up to a number of Common Shares owned by the Management Shareholder (or his Permitted Transferee) on the date of termination of employment equal to the Recoupment Number (as defined in subparagraph (d) below) at a purchase price equal to Fair Market Value. Upon exercise of any such election, the Corporation shall be required to purchase such Shares within 60 days thereafter, unless suspended on account of Legal Impediment. The Shares shall be sold and purchased, and the purchase price for such Shares shall be payable at closing, against receipt of the certificate or certificates representing such Shares, properly endorsed for transfer, with all necessary transfer and documentary stamps affixed, which shall be free and clear of all liens, encumbrances and rights of third parties ("Properly Endorsed").
(b) Within 180 days after the determination of Fair Market Value as contemplated hereby following either (i) voluntary termination by the Management Shareholder (which shall include a Management Shareholder's election not to renew his Employment Agreement as contemplated thereby) or (ii) termination for Cause of a Management Shareholder, the Corporation or an Apollo Entity may elect to purchase all, but not less than all, of the Shares (including Options) then owned by such Management Shareholder (or his Permitted Transferee) on the date of termination of employment at a purchase price equal to Fair Market Value. Upon exercise of any such election, the Corporation shall be required to purchase such Shares within ten business days thereafter against receipt of the certificate or certificates representing such Shares, Properly Endorsed.
(c) Within 180 days after the termination of a Management Shareholder for Special Cause, the Corporation or an Apollo Entity may elect to purchase all, but...
