1407 Net Profits Agreement Sample Clauses

1407 Net Profits Agreement. On the Execution Date, LBHI will provide the 1407 Borrower with the NPA ROFO Notice (as defined in the 1407 Net Profits Agreement) with respect to the proposed sale of LBHI's interest in the 1407 Net Profits Agreement to Swedbank pursuant to the terms of this Agreement. If the 1407 Borrower either (i) fails to validly and timely deliver the NPA Election Notice (as defined in the 1407 Net Profits Agreement) in response thereto, or (ii) fails to timely close upon its purchase of LBHI's interest in the 1407 Net Profits Agreement in accordance with such NPA Election Notice and the terms of the 1407 Net Profits Agreement, then subject to the terms and conditions herein set forth, within five (5) days after the later of (i) if the Borrower fails to validly and timely deliver such NPA Election Notice as determined by LBHI, the date that is thirty days after the 1407 Borrower's receipt of the NPA ROFO Notice, or (ii) if the Borrower validly and timely delivers such NPA Election Notice, but wrongfully fails to close on its purchase of LBHI's interest in the 1407 Net Profits Agreement in accordance with the terms thereof as determined by LBHI, the NPA ROFO Closing Date (as defined in the 1407 Net Profits Agreement) (the later of (i) the date that is five days after the later of such dates or (ii) the Closing Date being the "1407 Closing Date"), LBHI shall transfer, assign, convey and deliver to Swedbank as an additional portion of the Xxxxxx Loans, and Swedbank shall accept from LBHI as an additional portion of the Xxxxxx Loans, LBHI’s rights, title and interest in, the 1407 Net Profits Agreement, and each of the 1407 Net Profits Related Documents, free and clear of any Liens, and, in exchange therefor, Swedbank shall pay to LBHI or its designee the sum of TEN MILLION DOLLARS AND NO/100 ($10,000,000) by wire transfer of immediately available funds to the account designated by LBHI. On the 1407 Closing Date, LBHI and Swedbank shall each deliver to the other, an Assignment with respect to LBHI's interest in the 1407 Net Profits Agreement and each of the 1407 Net Profits Related Documents. The sale of LBHI's interest in the 1407 Net Profits Agreement and each of the 1407 Net Profits Related Documents and the delivery of the Assignment in connection therewith shall be made without recourse, representation or warranty other than as expressly provided in Article III hereof.
Sample 1
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