Purchase Option Upon Expiration Sample Clauses

Purchase Option Upon Expiration. The Lessor may purchase the System upon the expiration of this Agreement, or any renewal term thereof, if the Agreement is still in effect on such date, at the System' fair market value on an installed and running, or going-concern basis, as determined pursuant to this Section (the “Fair Market Value”). The Lessor shall provide written notice to Lessee of the Lessor’s intent to exercise this purchase option, not less than ninety (90) days prior to the expiration date (or else the option shall automatically expire).‌ 7.2.1 Prior to exercising its rights under this section, the Lessor and its agents shall be permitted to inspect the System and all records relating to operation, maintenance and warranties applicable to the System. 7.2.2 Upon the Lessor’s payment of the Fair Market Value to Lessee pursuant to this Section and Lessee’s execution and delivery to the Lessor of a xxxx of sale for the System: (a) title to the System shall pass to Lessor, free and clear of any liens and encumbrances, and without warranties of any kind except as to title, (b) the remaining period on all third party warranties for the System, to the extent transferable, will be transferred to the Lessor, (c) as between Lessee and the Lessor, all right, title and interest in and to the Environmental Attributes related to the System arising on and after such date of payment shall accrue to the benefit of or vest in the Lessor or, if applicable, Lessee shall assign to the Lessor rights under any forward sale contract related to such Environmental Attributes as may be in effect as of the date of such payment, if any, but in any case Lessee shall execute and deliver to the Lessor such documentation as may be commercially reasonable to effect such transfer or assignment, and (d) this Agreement shall terminate. If the Fair Market Value has not been paid to Lessee by the Expiration Date, then Lessee shall retain title to the System and remove it from the Premises pursuant to Section 6.8. If the Fair Market Value has not been determined by the expiration date, the Term shall be automatically extended until the date thirty (30) days after such determination has been made, on which date payment of the Fair Market Value to Lessee shall be due, unless Lessee consents to a further extension, or else Lessee shall retain title to the System and remove the System from the Premises pursuant to Section 6.8. 7.2.3 The Fair Market Value shall be determined by the mutual agreement of the Lessor and the Les...
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Purchase Option Upon Expiration a. Upon the expiration of the Term (as extended hereby), YNHH shall have the option to purchase GKF’s ownership interest in the Perfexion (the “Purchase Option”) for a purchase price of One Hundred Fifty Thousand Dollars ($150,000) (the “Option Purchase Price”). The Option Purchase Price shall be paid in full in cash to GKF upon the expiration of the Term of the Lease (as extended), upon which GKF shall transfer, convey and assign to YNHH, free and clear of all encumbrances, all of GKF’s right, title and interest in and to the Perfexion, on an “as is, where is” basis with all faults, and without representation or warranty (other than as to clear title). If the Purchase Option is exercised, upon the expiration or termination of the Lease (as extended), it is understood that GKF shall have no obligation with respect to the removal, relocation, reinstallation and/or repair of the Perfexion, except as to any obligations to insure and/or repair the Equipment that arose under the Lease prior to such expiration or termination. b. On or before the date that is twelve (12) months prior to the expiration of the Term of the Lease (as extended), GKF will provide YNHH with written notice of such expiration (the “Twelve Month Notice”). The Purchase Option may be exercised by YNHH by giving GKF written notice of such exercise (the “Exercise Notice”), which Exercise Notice shall be received by GKF not more than sixty (60) days following YNHH’s receipt of the Twelve Month Notice. The Twelve Month Notice and the Exercise Notice may be delivered by hand or sent by certified mail, return receipt requested to YNHH or GKF, as the case may be, at their respective addresses set forth below: GK Financing, LLC Yale-New Haven Hospital, Inc. Four Embarcadero Center, Suite 3700 20 xxxx xx Xxx Xxxxxxxxx, XX 00000 New Haven ct 06504 Attn: Mx. Xxxxx X. Tagawa, Chief Executive Officer. Attn: Jxxx Skesh
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Related to Purchase Option Upon Expiration

  • Term; Exercise Upon Expiration This warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the three-year period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until the third anniversary of the effective date of the Company’s initial public offering. If this warrant has not been exercised prior to the Expiration Date, this warrant shall be deemed to have been automatically exercised on the Expiration Date by “cashless” conversion pursuant to Section 1.2.

  • Automatic Conversion upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be converted pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised or converted, and the Company shall promptly deliver a certificate representing the Shares (or such other securities) issued upon such conversion to Holder.

  • Termination Upon Expiration Date The Trust shall automatically terminate on December 31, 20__ (the "Expiration Date") or earlier pursuant to Section 9.02.

  • Termination of Repurchase Option Sections 2, 3, 4 and 5 of this Agreement shall terminate upon the exercise in full or expiration of the Repurchase Option, whichever occurs first.

  • Dissolution Upon Expiration Date Unless earlier dissolved, the Trust shall automatically dissolve on July 30, 2040 (the “Expiration Date”), and the Trust Property shall be liquidated in accordance with Section 9.4.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Term and Automatic Conversion Upon Expiration Subject to the provisions of Section 1.6 above, this Warrant is exercisable in whole or in part at any time and from time to time on or before 6:00 P.M. Pacific time, on the Expiration Date and shall be void thereafter.

  • Automatic Cashless Exercise upon Expiration In the event that, upon the Expiration Date, the fair market value of one Share (or other security issuable upon the exercise hereof) as determined in accordance with Section 1.3 above is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised, and the Company shall, within a reasonable time, deliver a certificate representing the Shares (or such other securities) issued upon such exercise to Holder.

  • Term Automatic Cashless Exercise Upon Expiration 5.1.1 This Warrant is exercisable in whole or in part, at any time and from time to time on or before the Expiration Date set forth above; provided, however, that if the Company completes its initial public offering within the 270-day period immediately prior to the Expiration Date, the Expiration Date shall automatically be extended until 270 days after the effective date of the Company’s initial public offering. 5.1.2 In the event that, upon the Expiration Date, the fair market value (as determined pursuant to Section 1.3 above) of one Share (or other security issuable upon the exercise hereof) is greater than the Warrant Price in effect on such date, then this Warrant shall automatically be deemed on and as of such date to be exercised pursuant to Section 1.2 above as to all Shares (or such other securities) for which it shall not previously have been exercised.

  • Repurchase Option (a) In the event Executive ceases to be employed by the Company, Employer or their respective Subsidiaries for any reason (the “Separation”), the Unvested Shares (whether held by Executive or one or more of Executive’s transferees, other than the Company) will be subject to repurchase, in each case by the Company and the Investors pursuant to the terms and conditions set forth in this Section 3 (the “Repurchase Option”). The Company may assign its repurchase rights set forth in this Section 3 to any Person. (b) In the event of a Separation the purchase price for each Unvested Share will be the lesser of (i) Executive’s Original Cost for the Carried Unit(s) in respect of which such Share was issued to Executive and (ii) the Fair Market Value of such Share as of the date of the Repurchase Notice (defined below). (c) The Board may elect to purchase all or any portion of the Unvested Shares by delivering written notice (the “Repurchase Notice”) to the holder or holders of the Unvested Shares within ninety (90) days after the Separation. The Repurchase Notice will set forth the number of Unvested Shares to be acquired from each holder, the aggregate consideration to be paid for such Unvested Shares and the time and place for the closing of the transaction. The number of Unvested Shares to be repurchased by the Company shall first be satisfied to the extent possible from the Unvested Shares held by Executive at the time of delivery of the Repurchase Notice. If the number of Unvested Shares then held by Executive is less than the total number of Unvested Shares which the Company has elected to purchase, the Company shall purchase the remaining Unvested Shares elected to be purchased from the other holder(s) of Unvested Shares under this Agreement, pro rata according to the number of Unvested Shares held by such other holder(s) at the time of delivery of such Repurchase Notice (determined as nearly as practicable to the nearest share). The number of Unvested Shares to be repurchased hereunder will be allocated among Executive and the other holders of Unvested Shares (if any) pro rata according to the number of Unvested Shares to be purchased from such Person.

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