Sale Option. (a) The Class B Member shall have the right, but not the obligation (the “Sale Option”), on the tenth anniversary of the Execution Date (the “Sale Option Date”), upon giving the Company and all other Members at least 60 days’ advance written notice, to sell all (and not less than all) of its Class B Membership Interests to the Class A Member by exercise of the Sale Option (the “Sale Notice”).
Sale Option. If Lessee elects the Sale Option, then during the period prior to the Termination Date, Lessee, as agent for Agent and Lessors and at no expense to Agent and Lessors, shall use its commercial best efforts to obtain bids for the purchase in immediately available funds on the Termination Date of the Vehicles from prospective purchasers which are unaffiliated with Lessee and are financially capable of purchasing the Vehicles ("Qualified Purchasers"). The Agent may also, if it so desires, seek to obtain such bids. All bids received by Lessee or Agent, within five Business Days after receipt thereof, shall be certified to the other in writing setting forth the name and address of the party submitting each such bid and the amount and terms thereof. If any bid is received from a Qualified Purchaser for an amount in excess of the Lessor Risk Amount, or if Agent agrees in its sole and absolute discretion to accept a bid for less than the Lessor Risk Amount, then on the Termination Date (i) the Vehicles shall be sold on an "as-is," "where-is" basis (without recourse to or warranty from Agent and Lessors, except that the Vehicles are free of Lessor Liens), to the bidder, which is a Qualified Purchaser, selected by Lessee after consultation with Agent (the "Purchaser"), provided, however, that Lessee may not reject the highest bidder if the next highest bid is not at least equal to the Lessor Risk Amount; (ii) Lessee shall make the Vehicles available to the Purchaser in the same manner and in the same condition and otherwise in accordance with this Lease as if delivery were made to Agent pursuant to Article IX, (iii) such Purchaser shall pay the sale proceeds in immediately available funds to Agent for the benefit of Lessors, (iv) Lessee shall pay to Agent, for the benefit of the Lessor, in immediately available funds (x) all accrued unpaid Rent and all other amounts, if any then due and owing under this Lease, and (y) an amount equal to the excess, if any, of (A) the Termination Value as of the Termination Date over (B) the sale proceeds (but in no event shall such amount payable by Lessee under this clause (y) exceed the applicable Lessee Risk Amount), (v) title to the Vehicles shall be transferred to such Purchaser free, and clear of Lessor Liens, and (vi) Agent, on behalf of Lessors, shall execute and deliver to Purchaser such documents as may be reasonably required to release the Vehicles from the terms and scope of this Lease (without representations or warranti...
Sale Option. If no Lease Default or Lease Event of Default ----------- shall have occurred and be continuing, then Lessee may cause all (but not less than all) Systems that are subject to a Lease Supplement to be sold on the last day of the applicable Lease Supplement Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Sale Option") in ----------- accordance with Sections 4.4 and 4.5. In the event Lessee timely elects the ------------ --- Sale Option, Lessee shall pay to Lessor on the last day of the applicable Lease Supplement Term, as Supplemental Rent or Base Rent, as applicable, the amounts determined in accordance with Sections 4.5(c) and 4.5(d). --------------- ------
Sale Option. Notwithstanding any other provision of this Agreement, and subject to Section 8.2, at any time subsequent to the sixth anniversary of the date hereof, and so long as a Qualified IPO has not yet occurred, CCMP shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the equity interests in or assets of the Company (a “Company Sale”) pursuant to an auction process (the “Company Sale Auction”), by the delivery to the Board of Directors of the Company and each of the Principal Investors of a written notice to that effect (a “Sale Notice”). The sale of the Company may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by CCMP in its sole discretion, and each Holder shall be permitted to participate in the Company Sale Auction. For the avoidance of doubt, in any sale pursuant to this Section 8.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
Sale Option. Notwithstanding any other provision of this Agreement, at any time subsequent to the fifth anniversary of the date hereof, GEI shall have the option to compel the Company to initiate and consummate a sale of all or substantially all of the Company and the Surviving Corporation pursuant to an auction process, by the delivery to the Board of Directors of the Company of a written notice to that effect (a “Sale Notice”). The sale of the Company and the Surviving Corporation may take the form of a stock sale, asset sale, merger or any other form whatsoever, to be determined by GEI in its sole discretion. For the avoidance of doubt, in any sale pursuant to this Section 5.1, each Holder shall receive the same consideration per share of Capital Stock as each other Holder and the terms and conditions of such sale shall be the same for each Holder.
Sale Option. If no Lease Payment/Bankruptcy Default or Lease Event of Default shall have occurred and be continuing, then Lessee may cause all (but not less than all) of the Sites subject to the Lease Supplements to be sold on the last day of the Lease Term for cash to a purchaser or purchasers not affiliated in any way with Lessee (the "Sale Option"); provided that each Land Interest and the Facility thereon shall be sold to the same Person and all Land Interests and all Facilities thereon shall be sold to one or more Persons in the same transaction; and provided further that in connection with the sale of each Facility located on a Non-Acquired Land Interest, Lessee shall be obligated to sell the related Land Interest as well. In the event Lessee timely elects the Sale Option, on the last day of the Lease Term, Lessee will pay as Supplemental Rent to Lessor the amounts determined in accordance with Section 6.4(b) until the Lease Balance and all other amounts payable under the Operative Documents have been paid in full.
Sale Option. 7.1 When a Lease Agreement is terminated and / or reaches its expiry date, Leasetech can in its absolute discretion furnish written notice, in the form of an Invoice, which requires the Vendor to repurchase the Equipment, and the Vendor thereupon shall repurchase the Equipment from Leasetech or its funders on the terms laid out in this clause 7.
Sale Option. Upon the occurrence of an event which would cause the termination of the JV pursuant to SECTION 7.1 above, Mutual will have the option, in lieu of proceeding with the dissolution of the JV, to require Walbro to purchase its Equity Interest by giving written notice within 30 days after termination of the JV to Walbro. The terms of such purchase shall be the same as those described in SECTION 7.2.1. above. Notwithstanding anything herein to the contrary, this sale option will not be available to Mutual if the termination is due to Mutual's breach or bankruptcy pursuant to SECTION 7.1.2. or SECTION 7.1.3.
Sale Option. 38- 21.1. Sale Option Procedures.....................................................-38- 21.2. Sale.......................................................................-39- 21.3. Application of Sale Proceeds and Recourse Payments.................................................................-40- 21.4. Failure to Sell Premises...................................................-40- ARTICLE XXII MISCELLANEOUS..............................................................-42- 22.1. Binding Effect; Successors and Assigns; Survival.................................................................-42- 22.2. Severability...............................................................-42- 22.3. Notices....................................................................-42- 22.4. Amendment; Complete Agreements.............................................-42- 22.5. Headings...................................................................-43- 22.6. GOVERNING LAW..............................................................-43- 22.7. Discharge of Lessee's Obligations by its Affiliates...............................................................-43- 22.8. Liability of Lessor Limited................................................-43- 22.9. Estoppel Certificates......................................................-44- 22.10. No Joint Venture..........................................................-45- 22.11. No Accord and Satisfaction................................................-45- 22.12. No Merger.................................................................-45- 22.13. Successor Lessor..........................................................-45- 22.14. Survival..................................................................-45- 22.15. Transfer of Leased Property...............................................-46- 22.16. Enforcement of Certain Warranties.........................................-46- 22.17. Security Interest in Funds................................................-47- 22.18. Recording of Deed of Trust and Memorandum of Lease................................................................-48- 22.19. Nature of Transaction.....................................................-48-
Sale Option. Tenant hereby grants Landlord the option (the "Sale Option") to sell and convey the Premises to Tenant for a purchase price (the "Purchase Price") of One Million Five Hundred Thousand ($1,500,000) Dollars; provided, however, that the Purchase Price shall be increased in proportion to the increase, if any, by which the Base Rent shall have increased from the Commencement Date to the Closing Date (as hereinafter defined). The Sale Option shall be exercisable only by Landlord's giving Tenant notice thereof from and after January 1, 1998 and on or before July 31, 2006, time being of the essence. The closing of title (the "Closing") shall take place at 000 Xxxxxxx Xxxxxx, Valhalla, New York, at 10:00 a.m. on the date which shall be forty-five (45) days following the date of Landlord's notice or if said date shall not be a business day, the first business day thereafter (the date on which the Closing takes place being called the "Closing Date"), or at such other time and place as shall be agreed to by Landlord and Tenant. Title to the Premises shall be conveyed by Landlord to Tenant by special warranty deed free and clear of all liens and encumbrances other than the Permitted Exceptions. The Purchase Price shall be payable upon the Closing as follows:
