Put/Call Agreement. The Put-Call Agreement, executed and delivered by New Property Owner and 3535 LV Newco, LLC, a Delaware limited liability company.
Put/Call Agreement. At Closing, the Put-Call Agreement, in the form included as Annex N hereto, shall be duly executed by Carano, Purchaser and the Company.
Put/Call Agreement. Xxxxxxxx and PPL hereby grant to Brandywine OP (or its designee) the irrevocable right and option to acquire any or all of the Retained Interests owned by it, free and clear of all liens and encumbrances, at any time upon three (3) days prior written notice; provided that in no event may Brandywine OP (or its designee) exercise its option to acquire less than all of the Retained Interests owned by Xxxxxxxx in any given Partnership or the common shares of PPL in each of Southpoint Inc. and Valleybrooke Inc. If Brandywine OP (or its designee) exercises its purchase option prior to the date that is one day after the third anniversary of the Closing Date, then the exercise notice shall contain the agreement of Brandywine OP to pay all Pennsylvania real estate transfer taxes that may become payable upon the transfer of any or all of such Retained Interests as a result of the option being exercised prior to such date. At any time after the date that is one day after the third anniversary of the Closing Date, Xxxxxxxx may require Brandywine OP (or its designee) to acquire all and not less than all of the Retained Interests, free and clear of all liens and encumbrances, at any time upon three (3) days prior written notice. The aggregate price payable by Brandywine OP (or its designee) for the Retained Interests (whether due to the exercise by Brandywine OP of the purchase option or to the exercise by Xxxxxxxx of the sale option), which shall be payable in immediately available funds, shall be equal to eleven percent (11%) of the amount by which the Purchase Price exceeds the outstanding principal balance of the Existing Notes on the Closing Date (the "Aggregate Price") minus the aggregate amount of distributions, if any, made by the Partnerships to Xxxxxxxx on account of the Retained Interests. Set forth on Schedule 6.6 attached hereto is an allocation of the Aggregate Price among the Retained Interests, which shall be applicable in the event that Brandywine OP exercises its option to acquire less than all of the Retained Interests. In addition, Xxxxxxxx hereby grants to Brandywine OP (or its designee) the irrevocable right and option to acquire the entire Additional Retained Interest, free and clear of all liens and encumbrances, at any time after August 25, 2001, and Xxxxxxxx agrees to take such actions as may be permitted under the Call Option Agreement (Cash) dated as of August 25, 1998 (the "Call Agreement") among Xxxxxx, Xxxxxx and Xxxxxxxx to provide for th...
Put/Call Agreement. The put/call agreement, by and between Purchaser and the MR Seller substantially in the form attached hereto as Exhibit D (the “Put/Call Agreement”), shall have been executed by the MR Sxxxxx and delivered to Purchaser and shall be in full force and effect on the Closing Date.
Put/Call Agreement. The Put/Call Agreement shall have been executed by Pxxxxxxxx and delivered to the MR Sxxxxx.
Put/Call Agreement. Each of the General Partner and the Continuing Limited Partners shall have entered into the Put/Call Agreement, in the form attached hereto as Exhibit B.
Put/Call Agreement. Buyer shall have entered into the Put/Call Agreement, in the form attached hereto as Exhibit B.
Put/Call Agreement. At the Closing, the Company, Meritage and Xxxxxxxx shall enter into the Put/Call Agreement attached hereto as Exhibit K.
Put/Call Agreement. At the Closing, the Company, Meritage and Reynolds shall enter into the Xxx/Xxxx Agreement attached hereto as EXHIBIT K. SECTION 3 POST-CLOSING TRANSACTIONS
