Purchase Option Closing. On the date specified by Term Loan Agent in the Term Loan Agent’s Purchase Notice (which shall not be less than 3 Business Days nor more than 15 Business Days after delivery to the Revolving Agent of the Term Loan Agent’s Purchase Notice) (the “Revolver Purchase Option Closing Date”), Revolving Creditors shall sell to Revolving Credit Obligations Purchaser and the Revolving Credit Obligations Purchaser shall purchase from Revolving Creditors the Revolving Credit Obligations, without recourse, representation or warranty (except as set forth in Section 5.1(e) below).
Purchase Option Closing. On the date specified in the Purchase Notice (which shall not be less than 3 Business Days nor more than 5 Business Days, after delivery to the Agents of the Purchase Notice), the Revolving Lenders shall sell to the exercising Term Lenders, and the exercising Term Lenders shall purchase from the Revolving Lenders all, but not less than all, of the Revolving Credit Obligations, and the Revolving Lenders shall assign to the exercising Term Lenders, and the exercising Term Lenders shall assume from the Revolving Lenders all, but not less than all, of the then existing Revolving Loan Commitments, and, with the effect and as more particularly provided in subsection 8.9(b), the Revolver Agent and L/C Issuer and, if applicable, the Administrative Agent, shall resign and shall be succeeded by the successor Revolver Agent and L/C Issuer and, if applicable, the Administrative Agent, nominated by the exercising Xxxx Xxxxxxx, who shall assume the duties of Revolver Agent and, if applicable, Administrative Agent, as a successor Revolver Agent or Administrative Agent, as applicable.
Purchase Option Closing. On the date specified in the Purchase Notice (which shall not be less than 3 Business Days nor more than 5 Business Days after delivery to Administrative Agent of the Purchase Notice) (such date the “Purchase Option Date”), the Revolving Lenders shall sell to the exercising Term Lenders, and the exercising Term Lenders shall purchase from the Revolving Lenders, all, but not less than all, of the Revolving Credit Obligations, and the Revolving Lenders shall assign to the exercising Term Lenders, and the exercising Term Lenders shall assume from the Revolving Lenders all, but not less than all, of the then existing Revolver Commitments. Upon such closing, each selling Revolving Lender shall be released from all of its Revolver Commitments hereunder.
Purchase Option Closing. The closing of the purchase and sale of the Option Shares pursuant to the exercise of the Purchase Option by Purchaser (the "Purchase Option Closing") will take place at 11:00 a.m. Central no later than ten (10) business days following the date of delivery to Seller of Purchaser's notice of exercise pursuant to Section 2.3(b) above, at the offices of Xxxxxxx & Xxxxx L.L.P., 000 Xxxxxxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000, or at such other time and place as the Parties may agree.
Purchase Option Closing. On the date specified by the Second Lien Agent in the Purchase Notice (which shall not be less than 3 Business Days nor more than 10 Business Days, after the receipt by the First Lien Agent of the Purchase Notice), the First Lien Creditors shall sell to the Second Lien Creditors, and the Second Lien Creditors shall purchase from the First Lien Creditors, all, but not less than all, of the First Lien Obligations, and the First Lien Lenders shall assign to the purchasing Second Lien Lenders, and the purchasing Second Lien Lenders shall assume from the First Lien Lenders all, but not less than all, of the then (if any) existing funding commitments under the First Lien Documents which, if funded, would constitute First Lien Obligations.
Purchase Option Closing. On the date specified in the Purchase Notice (which shall not be less than 3 Business Days nor more than 5 Business Days, after delivery to the Agents of the Purchase Notice), the Priority Revolving Lenders shall sell to the exercising Closing Date Term Loan Lenders, and the exercising Closing Date Term Loan Lenders shall purchase and assume from Priority Revolving Lenders, the Subject Obligations. Upon such closing, each selling Priority Revolving Lender shall be released from all of its Subject Obligations hereunder, including any obligation to purchase any participation in any Letter of Credit relating to the Subject Obligations.
Purchase Option Closing. On the date specified by the applicable Term Loan Lenders in the Purchase Notice (which shall not be less than three (3) Business Days nor more than fifteen (15) calendar days, after the receipt by the Revolving Agent of the Purchase Notice), each Revolving Loan Lender shall sell to the applicable Term Loan Purchasers, and the applicable Term Loan Purchasers shall purchase from each Revolving Loan Lender, all, but not less than all, of the Revolving Loan Obligations (excluding all such obligations for which Required Cash Collateral is to be provided) owing to such Revolving Loan Lender at par and provide the Required Cash Collateral, and during such period, subject to Section 7.5, the Revolving Loan Creditors shall not take any Enforcement Action and shall not accelerate (if the Revolving Obligations have not already been accelerated) all or any part of the Revolving Loan Obligations without the consent of the Term Loan Required Lenders.
Purchase Option Closing. On the date specified by Subordinated Agent in the Purchase Notice, which shall not be less than three (3) Business Days nor more than five (5) Business Days after the receipt by Senior Agent of the Purchase Notice (the “PreClosing Period”), Senior Secured Parties shall sell to Subordinated Agent, and Subordinated Agent shall purchase from Senior Secured Parties, all of the Senior Debt (including any unfunded commitments). Notwithstanding anything in this Section 19 to the contrary, none of Senior Agent or the other Senior Secured Parties shall be precluded from (i) the exercise of any rights or remedies as a secured creditor or from seeking to obtain payment directly from any account debtor of any Obligor or the exercise of dominion and control over cash collateral, accounts, instruments, chattel paper, letters of credit, deposit accounts, securities accounts, payment intangibles and supporting obligations (as those terms are defined in the Uniform Commercial Code) with respect to any Senior Debt at any time (including during the Exercise Period or the Pre-Closing Period); provided that Senior Agent shall not, without the consent of the Subordinated Agent, exercise any additional rights and remedies during the Pre-Closing Period other than any demand that account debtors remit such accounts directly to Senior Agent for application to the Senior Debt or the filing of motions and other documents in any Proceeding or the pursuing of other rights and remedies that, in the sole discretion of Senior Agent, are necessary to prevent the loss or impairment of such rights or the diminution of the value or collectability of the Senior Debt or Collateral for such debt during such Pre-Closing Period or (ii) selling or otherwise disposing of the Senior Debt to any other person in accordance with the terms of the Senior Documents, provided that such third party agrees to be bound by this Agreement as to any sale occurring prior to the expiration of the Exercise Period. For the purposes of any Hedging Obligations or associated swaps or agreements, Senior Agent and the other Senior Secured Parties may deem the giving of any Purchase Notice as a default or event of default under the Senior Documents, and any swaps or other agreements governing Hedging Obligations. If the Subordinated Agent fails to close on its purchase on or before the date specified in the Purchase Notice and this Section 19, all rights of the Subordinated Agent under this Section 19 shall terminate.
Purchase Option Closing. The Purchase Option shall be closed and consummated on that date (the “Purchase Option Closing Date”) designated by the Purchase Option Purchaser, which date shall be within sixty (60) calendar days after the exercise of the Purchase Option. All Net Operating Cash, if any (after establishment of a reasonable Reserve, which Reserve or so much thereof as exists after payment of all liabilities of the Company and/or its subsidiaries shall be released after a reasonable period of time), shall be distributed to the Members in accordance with the applicable provisions of Section 5.1(b) on the Purchase Option Closing Date and prior to consummation of the purchase pursuant to this Section 9.2 as if such distribution date were the last day of a Fiscal Year. An amount equal to the Appraised FMV (less the amount of any debt on the Projects assumed or retained by the Purchase Option Purchaser in connection with the acquisition of such Projects (or the Project Level Entities), multiplied by (if Membership Interests are to be purchased) the other Non-Managing Member’s Percentage Interest, shall be paid to the Company or applicable Project Level Entities (if Projects (or the Project Level Entities) were to be purchased) or to the other Non-Managing Member (if Membership Interests were to be purchased), by the Purchase Option Purchaser or its designee, in cash on the Purchase Option Closing Date. The non-acquiring Non-Managing Member agrees to indemnify the Purchase Option Purchaser for its respective portions of liabilities incurred by the Company prior to the Purchase Option Closing Date, to the extent that no adjustment for such liabilities has been made to the amount paid by the Purchase Option Purchaser on the Option Closing Date. As of the Purchase Option Closing Date, the non-acquiring Non-Managing Member shall have no further obligations with respect to the Company. In the event that the non-acquiring Non-Managing Member or the Company defaults in the performance of their respective obligations under this Section 9.2, the Purchase Option Purchaser shall have the right to exercise all rights and remedies against the non-acquiring Non-Managing Member and the Company available at law or in equity, including, without limitation, the remedy of specific performance. Upon the Purchase Option Purchaser’s election to exercise the Purchase Option following a Change of Control, the Company (if Projects were to be purchased) or the non-acquiring Non-Managing Member (if Member...
Purchase Option Closing. The right of Apache to purchase the Material Contract Collateral Loans shall be subject to the satisfaction in full of the following conditions: (A) the purchase of the Material Contract Collateral Loans by Apache shall occur on the date specified by Apache in the Purchase Notice, which shall not be less than 3 Business Days nor more than 5 Business Days after the receipt by the Lenders and the Administrative Agent of the Purchase Notice (the “Purchase Option Closing Date”), (B) Apache shall purchase all, but not less than all, of the Material Contract Collateral Loans for the Purchase Price (as defined in clause (iii) below), such Purchase Price to be paid in immediately available funds in the manner contemplated in Section 13.03 below; (C) such purchase and sale shall be made expressly without representation or warranty of any kind by, and without recourse to, the Administrative Agent or any Lender, except that a condition precedent to any obligation of Apache to purchase the Material Contract Collateral Loans shall be Apache’s receipt of a written representation and warranty by the Administrative Agent that the Lenders have good title to the Material Contract Collateral Loans they are selling to Apache, free and clear of all liens, encumbrances and other adverse claims, and are entitled to sell the Material Contract Collateral Loans to Apache; (D) such purchase and sale shall be effected pursuant to the procedure set forth in Section 11.04 for the assignment of Loans; and (E) at the option of Apache, Apache and the Borrowers shall enter into a new credit agreement to document the indebtedness of the Borrowers to Apache with respect to the Material Contract Collateral Loans purchased by Apache, and the Borrowers and the Administrative Agent shall enter into such amendments to this Agreement as are necessary to reflect such new credit agreement.
