Common use of BUY-BACK GUARANTEE Clause in Contracts

BUY-BACK GUARANTEE. 7.1 The Buyer shall have the right (but not the obligation) exercisable in his/her sole discretion to require that the Seller acquires from the Buyer such percentage of the Equity Shares, at such times, and at such price, as set out as follows (the “Buy-Back Right”). Buy-Back Right Timing (Anniversary of the Completion) Percentage of Equity Shares Subject to the Buy-Back Right Purchase Price Payable (as a percentage of the Purchase Price) 6th Anniversary 50% 50% 7th Anniversary 58% 58% 8th Anniversary 66% 66% 9th Anniversary 74% 74% 10th Anniversary 82% 82% 11th Anniversary 90% 90% 12th Anniversary 100% 100% In each case the price payable for the relevant Equity Shares shall be less the Buyer’s pro rata share of any liabilities of the relevant Property SPV that exist at such time. 7.2 The Buy-Back Right shall be exercisable only once and if not exercised at the relevant time set out in clause 7.3, shall lapse. For the avoidance of doubt, the Buy-Back Right shall be applicable each Property SPV individually if this Agreement applies to more than one Property. 7.3 The Buyer may exercise the Buy-Back Right by giving an irrevocable written notice to the Seller no later than three months prior to the date when the Buy-Back Right is exercisable (an “Exercise Notice”). Upon receipt of an Exercise Notice, promptly following the relevant anniversary of the date of the relevant Completion set out above, the parties shall promptly exercise all relevant instruments to transfer the relevant Equity Shares (or portion of the relevant Equity Shares, if applicable) from the Buyer to the Seller free and clear of all Encumbrances. Upon registration of the transfer of the relevant Equity Shares (or portion of the relevant Equity Shares, if applicable) to the Seller, the Seller shall pay the relevant purchase price to the account of the Buyer within 90 days of the relevant anniversary of the date of Completion. 7.4 In order to secure payment of the Buy-Back Right, the Seller shall enter into an underwriting agreement, evidence of which shall be provided to the Buyer upon request. 7.5 The Buy-Back Right shall lapse and no longer be exercisable in the event that the relevant Property is sold, assigned, mortgaged, or otherwise Encumbered, by the applicable Property SPV. 7.6 The Buy-Back Right will be properly recorded in the Seller’s financial statements, and constitute a liability and obligation of the Seller, until satisfied or terminated hereunder.