Common use of Repurchase Obligation Clause in Contracts

Repurchase Obligation. At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows: (a) Within ten (10) days after the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership’s independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the “Repurchase Notice”) to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. Thereafter, the Purchase Price shall be determined under Section 1.76 of this Agreement. (b) Within ten (10) days after the Starting Date, the Partnership shall notify each member of such Former Partner’s Family Group that is an Authorized Transferee of such Former Partner and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) the Purchase Price of the Repurchase Interests; (iv) the interest set forth in Section 7.4; and (v) the Starting Date. (c) Within twenty-five (25) days after the Starting Date, each such member of such Family Group and each such Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests it elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of (i) the allocation of the Repurchase Interests among those Persons pursuant to the terms of Section 8.7; (ii) the number of Repurchase Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.4. (e) The Repurchase Interests shall be allocated in the manner provided in Section 8.7. (f) Notwithstanding the foregoing provisions of this Section 8.6, a Qualified Entity shall not have a Repurchase Obligation.

Repurchase Obligation. At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows: (a) Within ten (10) days after the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership’s independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the “Repurchase Notice”) to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. Thereafter, the Purchase Price shall be determined under Section 1.76 of this Agreement. (b) Within ten (10) days after the Starting Date, the Partnership shall notify each member of such Former Partner’s Family Group that is an Authorized Transferee of such Former Partner and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) the Purchase Price of the Repurchase Interests; (iv) the interest set forth in Section 7.4; and (v) the Starting Date. (c) Within twenty-five (25) days after the Starting Date, each such member of such Family Group and each such Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests it elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of (i) the allocation of the Repurchase Interests among those Persons pursuant to the terms of Section 8.7; (ii) the number of Repurchase Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.4. (e) The Repurchase Interests shall be allocated in the manner provided in Section 8.7. (f) Notwithstanding the foregoing provisions of this Section 8.6, a Qualified Entity shall not have a Repurchase Obligation.

Repurchase Obligation. At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows: (a) Within ten (10) days after the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership’s independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the “Repurchase Notice”) to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. Thereafter, the Purchase Price shall be determined under Section 1.76 1.85 of this Agreement. (b) Within ten (10) days after the Starting Date, the Partnership shall notify each member of such Former Partner’s Family Group that is an Authorized Transferee of such Former Partner and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) the Purchase Price of the Repurchase Interests; (iv) the interest set forth in Section 7.4; and (v) the Starting Date. (c) Within twenty-five (25) days after the Starting Date, each such member of such Family Group and each such Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests it elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of (i) the allocation of the Repurchase Interests among those Persons pursuant to the terms of Section 8.7; (ii) the number of Repurchase Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; (iii) the time, date and place of Closing, which shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.4. (e) The Repurchase Interests shall be allocated in the manner provided in Section 8.7. (f) Notwithstanding the foregoing provisions of this Section 8.6, a Qualified Entity shall not have a Repurchase Obligation.

Repurchase Obligation. At any time after It is understood and agreed that the date hereofrepresentations and warranties set forth herein shall survive delivery of the Daiwa FLOWS Certificates and the Other Assets to QRS, the Partnershipsubsequent transfer to the Owner Trustee, on behalf of the Issuer, and the further assignment to the Indenture Trustee, for the benefit of the Holders, of the Daiwa FLOWS Certificates and the Other Assets and the issuance and sale of Notes by the Issuer to the Initial Purchaser and shall inure to the benefit of the Owner Trustee, on behalf of the Issuer, and the Indenture Trustee, for the benefit of the Holders, notwithstanding any restrictive or qualified endorsement or assignment. Upon the discovery by a party hereto, the members Owner Trustee, or the Indenture Trustee of a breach of any of such representations and warranties that materially and adversely affects the interests of any such person or the Holders, the party discovering such breach shall give prompt written notice to the other party hereto, the Owner Trustee, and the Indenture Trustee, whereupon the breaching party shall promptly take such action as is necessary to cure such breach. Within 60 days of its discovery of or its receipt of notice of any breach of the Family Group of representations and warranties contained herein, the breaching party shall cause such breach to be cured in all material respects or, in the event the Company is unable to cure such breach, the breaching party shall purchase the Daiwa Flows Certificates at a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation purchase price (the “Repurchase Obligation”"Purchase Price") to purchase from any Person who calculated as follows: if the Purchase Price is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately paid prior to the applicable Withdrawal Event, date on which the Notes are retranched and such Former Partner shall be obligated to sell to resold as contemplated by the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows: (a) Within ten (10) days after the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 or the Partnership’s independent determination that a Withdrawal Event has occurred, the Partnership shall provide written notice (the “Repurchase Notice”) to the Former Partner of (i) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. ThereafterCooperation Agreement, the Purchase Price shall be determined under Section 1.76 equal to the sum of this Agreement. (bx) Within ten $39,951,986.00 plus (10y) days after all costs and expenses of the Starting DateInitial Purchaser incidental to or consequent upon such breach, including without limitation all third party costs and expenses, hedging costs and lost interest income, and (z) the Partnership shall notify each member accrued interest on the Notes as of such Former Partner’s Family Group that date, in each case payable in immediately available funds. If such Purchase Price is an Authorized Transferee of such Former Partner paid following the date on which the Notes are retranched and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) resold as contemplated by the occurrence of the Repurchase Obligation; (ii) the number of Repurchase Interests; (iii) Cooperation Agreement, the Purchase Price shall equal to the sum of (x) the par value of the Repurchase Interests; Notes plus (ivy) the accrued interest on the Notes as of such date, in each case payable in immediately available funds. The obligations of the breaching party set forth in this Section 11 with respect to a breach of a representation contained herein shall constitute the sole remedy respecting such breach available to QRS, the Company, the Owner Trustee, on behalf of the Issuer, the Issuer, the Indenture Trustee, on behalf of any Holder or the Holders, or any Holder, provided, however, that this Section 11 shall in no way weaken, reduce, or pre-empt the indemnification provisions set forth in Section 7.4; and (v) the Starting Date. (c) Within twenty-five (25) days after the Starting Date, each such member of such Family Group and each such Family Holder shall notify the Partnership of how many, if any, of the Repurchase Interests it elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of (i) the allocation of the Repurchase Interests among those Persons pursuant to the terms of Section 8.7; (ii) the number of Repurchase Interests to be purchased by the Partnership pursuant to the terms of Section 8.7; (iii) the time, date and place of Closing10, which shall be no sooner than ninety (90) days after the Starting Date continue in full force and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.4effect. (e) The Repurchase Interests shall be allocated in the manner provided in Section 8.7. (f) Notwithstanding the foregoing provisions of this Section 8.6, a Qualified Entity shall not have a Repurchase Obligation.

Repurchase Obligation. At any time after the date hereof, the Partnership, the members of the Family Group of a Partner that becomes a Former Partner and the Family Holders that are not members of such Family Group shall collectively have the obligation (the “Repurchase Obligation”) to purchase from any Person who is then a Former Partner all of the Partnership Interests (the “Repurchase Interests”) directly or indirectly owned by such Former Partner immediately prior to the applicable Withdrawal Event, and such Former Partner shall be obligated to sell to the purchasing members of such Family Group, such Family Holders and/or the Partnership, as the case may be, all of such Person’s Repurchase Interests. In order to purchase Repurchase Interests pursuant to the Repurchase Obligation, such Family Group member or Family Holder must be an Authorized Transferee of the Former Partner. The Repurchase Obligation shall be effected as follows: (a) Within ten The Seller shall have the option, exercisable at any time on or after January 1, 2000 and prior to December 31, 2002, to require Buyer to repurchase all, or any part of the [******] shares of PHI Common Stock issued to the Seller pursuant to Section 1.5(a) hereof (10) days after as the Partnership’s receipt of a notice from a Former Partner as provided in Section 7.2 same may have been readjusted for stock splits, reverse stock splits, recapitalizations or the Partnership’s independent determination that a Withdrawal Event has occurredother adjustments, the Partnership "Option Shares"), to the extent that, at the time of such exercise, Buyer shall have legally available funds therefor. The option may be exercised by delivery of an irrevocable notice of exercise, accompanied by the certificate(s) representing such Option Shares duly endorsed in blank, with all necessary stock transfer stamps annexed thereto and otherwise in form for transfer. Such notice shall certify that such Option Shares are owned, and are being transferred, free and clear of all liens claims and encumbrances, and that no rights with respect thereto have been granted to any other party. Notwithstanding the foregoing, in the event that Buyer shall provide written notice to Seller that Parent intends to conduct a public offering of its capital stock, Seller shall have thirty (30) days from receipt of such notice to exercise the “Repurchase Notice”option (in which case the provisions of Section 9.1(c) to the Former Partner of (ibelow shall not apply) the Repurchase Obligation; (ii) the number of Repurchase Interests; and (iii) a Valuation Notice setting forth the Initial Value of the Repurchase Interests. Thereafter, the Purchase Price or such option shall be determined under Section 1.76 of this Agreementexpire. (b) Within ten (10) The purchase price for the Option Shares shall be [****] [*************************************************************] payable, in cash, by wire transfer to an account or accounts designated in the notice of exercise, within 120 days after the Starting Date, the Partnership shall notify each member of such Former Partner’s Family Group that is an Authorized Transferee of such Former Partner and each Family Holder that is not a member of such Family Group and is an Authorized Transferee of such Former Partner of (i) the occurrence from receipt by Buyer of the Repurchase Obligation; (iinotice of exercise and share certificate(s) the number of Repurchase Interests; (iiirequired pursuant to Section 9.1(a) the Purchase Price of the Repurchase Interests; (iv) the interest set forth in Section 7.4; and (v) the Starting Dateabove. (c) Within twenty-five (25) days after Notwithstanding the Starting Dateforgoing, each such member of such Family Group and each such Family Holder shall notify in the Partnership of how many, if any, of the Repurchase Interests it elects to purchase. (d) Within thirty-five (35) days after the Starting Date, the Partnership shall provide written notice to each Partner providing notice pursuant to Section 8.6(c) of event that (i) the allocation repurchase of the Repurchase Interests among those Persons pursuant to Option Shares would result in the terms occurrence of Section 8.7; an event of default under any credit facility of Buyer or any of its affiliates or (ii) Parent shall propose to conduct an underwritten public offering of its securities in which the number managing underwriter shall be of Repurchase Interests the belief that any such exercise or repurchase is reasonably likely to be purchased by have an adverse effect on the Partnership pursuant success of such offering, the Buyer may rescind such exercise and forego such repurchase until the earlier to the terms occur of Section 8.7; (iiiA) such time as no such event of default would result, (B) the timecompletion of such public offering or (C) 180 days from its receipt of the notice of exercise, date and place of Closing, on which event the option shall be no sooner than ninety (90) days after the Starting Date and no later than one hundred twenty (120) days after the Starting Date; and (iv) amounts payable to the Former Partner pursuant to Section 7.4. (e) The Repurchase Interests shall be allocated in the manner provided in Section 8.7. (f) Notwithstanding the foregoing provisions of this Section 8.6, a Qualified Entity shall not have a Repurchase Obligation.again exercisable. [***********************************]