Purchaser’s Election. If all of the aforementioned conditions have not been satisfied or waived by the Purchaser on or before the date of Closing, the Purchaser may, in the Purchaser’s sole and absolute discretion (i) terminate this Agreement, in which event the Deposit, together with all interest earned thereon, shall promptly be returned to the Purchaser and all rights, obligations, and liabilities under this Agreement shall terminate; (ii) extend, for up to ninety (90) days, the period during which the conditions must be satisfied, together with such additional periods as the Purchaser deems reasonable to satisfy such conditions; (iii) pursue specific performance; or (iv) waive such conditions and proceed to Closing.
Purchaser’s Election. In the event (i) the sale of the Property, the Personal Property and/or assignment of the Licenses as contemplated hereunder is not timely consummated because of a default under this Agreement on the part of Seller, and Purchaser is not in default beyond any applicable notice and cure period, or (ii) there is a material breach of a representation or warranty of Seller that is contained in this Agreement, except for a material breach of a representation or warranty discovered by Purchaser or Purchaser’s Representatives in connection with the Investigations or otherwise disclosed to or discovered by Purchaser or Purchaser’s Representatives prior to the expiration of the Due Diligence Period, and subject to Seller’s right to cure within the applicable cure period, Purchaser’s exclusive remedies shall be (at Purchaser’s sole discretion): (a) to cancel this Agreement and to receive a refund of the Deposit and all accrued interest, (b) to seek specific performance against Seller, (c) agree with Seller on an adjustment to the Purchase Price to reflect the default, inaccuracy or breach, as applicable, or (d) enforce such other legal and/or equitable rights as it may have up to a total aggregate amount under this Agreement not to exceed Two Million and 00/100 (US$2,000,000.00) Dollars, and in no event shall Seller be liable for indirect, consequential or punitive damages.
Purchaser’s Election. Effective upon the date that the Notes cease to be Outstanding, Purchaser shall elect, and shall use commercially reasonable efforts to provide at least ninety (90) days prior written notice of its election, to either request Seller to obtain a waiver from Shire PLC, in form and substance reasonably satisfactory to Purchaser, from the application of Sections 6.03 and 6.04 to the transactions contemplated in Section 7.3 below and from the requirements thereof in respect of Purchaser (or its designee), the Licensed IP and the License Agreements in furtherance of such transactions (the “Shire Waiver”) and, subject to the receipt thereof, consummate the transactions described in Section 7.3 below or, alternatively, to give effect to Section 7.2 below, provided that Purchaser shall be deemed to have elected to request Seller to obtain the Shire Waiver and, subject to the receipt thereof, consummate the transactions described in Section 7.3 below and not to give effect to Section 7.2 below if: (a) Purchaser fails to provide such prior written notice at least thirty (30) days prior to the date that the Notes cease to be Outstanding; (b) the Servicing Agreement terminates upon a Servicer Termination Event (as defined in the Servicing Agreement), other than the sale, transfer, conveyance and assignment of the Units to Purchaser pursuant to this Agreement, and the Servicer is replaced pursuant to the terms of the Serving Agreement, prior to the date that the Notes cease to be Outstanding; or (c) the Servicing Agreement terminates pursuant to the written agreement of Royalty Sub to the resignation or removal of the Servicer (as consented to in writing by the Trustee), and a successor Servicer accepts in writing the obligations under the Servicing Agreement in accordance with the terms and conditions of the Servicing Agreement, prior to the date that the Notes cease to be Outstanding.
Purchaser’s Election. Purchaser will make its election as provided in (b) above within the thirty (30) day period immediately following receipt of a Seller’s Estimate relating to a Major Loss.
Purchaser’s Election. If Seller does not elect to remove all exceptions disapproved by Purchaser, Purchaser may, on or before five business days after receipt of Seller's notice pursuant to Section 5.4.2, elect to terminate this Agreement by written notice to Seller; and upon termination pursuant to this Section, Purchaser shall have no obligation to pay the Second Option Payment, and if paid already shall receive a prompt refund. If Purchaser does not so elect to terminate this Agreement, disapproved exceptions that Seller has not elected to remove shall become Permitted Exceptions. The foregoing notwithstanding, Seller agrees that the lien for any nondelinquent taxes and the lien for any nondelinquent special assessments are Permitted Exceptions, and that Seller shall cause all liens for borrowed money against the Property which are not accepted by Purchaser to be released of record by the Closing Date.
Purchaser’s Election to Delay Foreclosure Proceedings -----------------------------------------------------
Purchaser’s Election. If Purchaser has not delivered notice of Substitute Title Objections or Substitute Environmental Objections before the expiration of the Substitute Due Diligence Period, or if Seller agrees to cure such Substitute Title Objections and Substitute Environmental Objections, and if Purchaser does not reject the Substitute Timberlands based on the timber inventory or the proposed updates to Seller’s Disclosure Letter before the end of the Substitute Due Diligence Period, the “Substitute Closing” shall occur with respect to all such Substitute Timberlands on a date determined by Purchaser and Seller but in no event later than fifteen (15) days following the expiration of the Substitute Due Diligence Period. If Purchaser receives actual or deemed notice that Seller will not cure any Substitute Title Objections or Substitute Environmental Objections, then at Purchaser’s sole election, Purchaser may either (A) waive such uncured objection and accept title to the affected portion of the Substitute Timberlands at the Substitute Closing, or (B) exclude the affected portion of the Substitute Timberlands from the Substitute Timberlands conveyed at the Substitute Closing and receive from the Title Company such portion of the Holdback Amount as corresponds to the fair market value, determined in accordance with Exhibit B, of the excluded portion of the Substitute Timberlands.
Purchaser’s Election. At Purchaser's election in its sole discretion (the "Section 338(h)(10) Election"), Seller shall (a) join Purchaser in timely
Purchaser’s Election. Not to Make a Commitment or Purchaser's Failure to Fund.
(a) In the event the Purchaser either (i) elects at any time not to make, or fails to timely elect to make, a Commitment (a "Non-Election"), or (ii) fails to actually remit funds in accordance with the applicable funding schedule with respect to a Commitment to which Purchaser has previously agreed after a 15-day cure period (a "Funding Default"), then in any such case, the Company shall have the right to terminate this Agreement. In connection with such termination, the Company, at its option, shall have the right to require Purchaser to pay a termination fee of $250,000 (the "Termination Fee Event") for which the Purchaser shall receive Class A Units, at $2.8035 per unit.
(b) Upon a Non-Election, the Purchaser hereby agrees to consent to an exception to the Lock-Up Agreement whereby the Company shall be permitted to sell up to such number of shares of Purchaser Common Stock equal to $500,000 divided by the closing price per share of Purchaser Common Stock on such Non-Election date, through a broker who is selected by the Purchaser, and such sales shall be spread over a 45-day period and in accordance with applicable securities laws.
(c) Upon a Funding Default, the Purchaser hereby agrees to consent to an exception to the Lock-Up Agreement whereby the Company shall be permitted to sell up to such number of shares of Purchaser Common Stock that is equal to the unfunded portion of the Commitments divided by the closing price per share of Purchaser Common Stock on such Funding Default date, through a broker who is selected by the Purchaser, and such sales shall be spread over a 65-day period and in accordance with applicable securities laws.
(d) Upon a Funding Default or a Non-Election, the Company shall have the right, at its option, to buy back up to that number of Units determined by multiplying (i) 1,843,860 by (ii) the Repurchase Factor (as defined below), for the consideration set forth in Section 2.4(e) below (the "Repurchase Units"). The Repurchase Factor shall be based upon the following formula: X = A -- B Where: X = the Repurchase Factor; A = $12,000,000 minus the aggregate dollar amount that the Purchaser actually paid to the Company hereunder; and B = $12,000,000.
(e) The purchase price for the Repurchase Units shall be based upon the following formula: For each Class A Unit to be repurchased by the Company, the Company shall transfer to the Purchaser 1.335 ($2.8035 divided by $2.10) share...
Purchaser’s Election to accept a Shipment that fails to comply with any one or more of the "As Received" Rejection Limits set forth in Section 6.1(a) and to apply one or more of the price adjustments under Section 6.3(b) shall not affect any of Purchaser's other rights and remedies under this Agreement (including, without limitation, Purchaser's right to reject subsequent Shipments that fail to comply with any one or more of the "As Received" Rejection Limits set forth in Section 6.1(a)). ________________ *** - confidential material redacted and filed separately with the commission.
