Buyer’s Purchase Option Sample Clauses

Buyer’s Purchase Option. From and after the Closing Date, Seller hereby grants to Buyer an option to purchase all or any part of the remaining seventy-five (75) shares of the Company, representing seventy-five percent (75%) of the remaining issued and outstanding shares of the Company (the “Option Stakes”), and Buyer hereby accepts the right, but undertakes no obligation, to buy the Option Stakes from Seller, in the following manner:
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Buyer’s Purchase Option. Beginning one-hundred eighty (180) days after the 5th anniversary of the Commercial Operation Date, Buyer shall have the option to purchase the Solar Facility at fair market value. During the first two (2) years of the purchase option the Buyer may exercise its purchase option by giving the Seller at least sixty (60) calendar days written notice of Buyer’s intent to exercise its purchase option, unless Seller agrees in writing to a shorter period. In other words, during the first two (2) years that the purchase option remains open, Buyer must give Seller sixty (60) days prior written notice before Buyer can purchase the Solar Facility. Beginning one-hundred eighty (180) days after the 7th anniversary of the Commercial Operation Date, Buyer agrees to give Seller at least two (2) years written notice of Buyer’s intent to exercise its purchase option. In other words, the option shall remain open after that initial two (2) year period, but after that initial two (2) year period, Buyer must give Seller two (2) years prior written notice before Buyer can purchase the Solar Facility. If the Buyer provides timely notice of its exercise of such option, the Parties shall cooperate and work diligently to close the purchase within, respectively, the 60-day or two-year period. The Parties shall, in good faith, attempt to agree on a fair market price for the Solar Facility, which shall reflect, as nearly as practicable, the fair market value as of the date of transfer of title. If the Parties cannot agree on a value on or before the thirtieth day prior to expiration, respectively, of 60 days or two years following the date of Buyer’s notice of its exercise of the option, fair market value shall be determined by an independent energy appraiser mutually acceptable to the Parties. In any case, ‘fair market value’ shall mean the price that would be established at the time Buyer acquires said solar facility in an arm’s-length transaction between an informed and willing buyer and an informed and willing seller for the equipment that comprises the System as installed at the Premises. The Buyer acknowledges that the Seller makes no representation or promise as to the fair market value of the System at any future time. If the Buyer chooses to exercise its purchase option, the Buyer and Seller will promptly execute all documents necessary to (A) pass title to the Solar Facility to the Buyer, free and clear of any Liens (except those Liens which will be paid and removed by the Sel...
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Buyer’s Purchase Option. Seller hereby grants to Buyer an option to purchase the Project pursuant to the Asset Purchase Agreement set forth in Annex F (“Purchase Option”), exercisable at the end of the tenth (10th) anniversary of the Commercial Operation Date. If Buyer wishes to exercise the Purchase Option it must give Seller written notice no earlier than 90 Days before and no later than 30 Days after the end of the tenth (10th) anniversary of the Commercial Operation Date. Upon receipt of notice from Buyer, Seller shall give Buyer reasonable access to all those records and Project performance documentation necessary to allow Buyer to complete a typical due diligence analysis of the Project. Subject to Buyer’s determination that the information reviewed in due diligence is consistent with the Seller’s representations and warranties contained in the Asset Purchase Agreement (or waiver thereof in all or part), Buyer and Seller shall execute the Asset Purchase Agreement within 180 Days of Buyer’s notice of its exercise of the Purchase Option, unless the date is extended by mutual agreement; otherwise the Purchase Option shall expire and the terms of this Agreement shall remain in full force and effect, including, without limitation, the terms of Section 17.1 (b) which gives Seller the right to sell all or substantially all of the assets of the Project without Buyer’s consent. This Agreement is hereby terminated effective on the Closing Date of the Asset Purchase Agreement; provided, however, that such termination shall not affect either performance of obligations arising prior to the termination of this Agreement or obligations under this Agreement that survive termination of this Agreement.
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Buyer’s Purchase Option. SECTION 3.1 Buyer’s Purchase Option. 4 SECTION 3.2 Option Notice and Expiration. 5
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Buyer’s Purchase Option. Buyer shall have an option to purchase the Project or receive assignment and transfer of Project agreements as provided in this paragraph. The Option shall entitle Buyer to acquire the Provider LLC under a Membership Interests Purchase Agreement (“MIPA”) or receive assignment of all project contracts, agreements, permits, approvals, and other documents necessary to develop and operate the Project (collectively “Project Assets"). If Buyer and Seller agree to use a MIPA, Encore Redevelopment LLC (“Encore”), and Seller will ensure that the Provider LLC will own all available contracts, agreements, permits, approvals, and other documents necessary to develop and operate the Project, including but not limited to the interconnection agreement, I.3.9 approval, net energy billing tariff agreement with CMP, state and local permits and approvals. If Buyer elects to receive assignment and transfers, the Buyer shall be entitled to receive assignment and transfer of all available contracts, agreements, permits, approvals and other legal instruments necessary to develop and operate the Project including but not limited to the interconnection agreement, I.3.9 approval, net energy billing tariff agreement with CMP, state and local permits and approvals. To exercise the Option, Buyer will pay to Seller’s parent entity, Encore , the amount of $100,000 to compensate Encore for its development costs and project-related expenses.. In addition to that sum, Xxxxx will reimburse Encore for its out of pocket costs paid to CMP pursuant to the Interconnection Agreement if the Interconnection Agreement is still in effect and binding upon CMP as of the date of the closing. Buyer shall have the right to conduct due diligence prior to exercising this Option including review of any Buyer and Encore documents and correspondence regarding the Project, and Xxxxxx will cooperate in Buyer’s due diligence in assessing whether to exercise this Option. Seller and Encore will make all reasonable efforts to keep Project Assets in effect and binding, and will cooperate with Buyer’s due diligence, however Project Assets will be available to Buyer in an “as-is” condition, with no warranty from Seller. Buyer shall only have the ability to exercise this Option upon written notice from Seller and/or Encore that they will not proceed with the Project, or December 31, 2025, whichever occurs earlier (this date on which this Buyer may exercise this Option is hereinafter the “Option Date”). This Option provi...
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Related to Buyer’s Purchase Option

  • Exercise of Purchase Option and Closing (a) The Company may exercise the Purchase Option by delivering or mailing to the Participant (or his estate), within 90 days after the termination of the employment of the Participant with the Company, a written notice of exercise of the Purchase Option. Such notice shall specify the number of Shares to be purchased. If and to the extent the Purchase Option is not so exercised by the giving of such a notice within such 90-day period, the Purchase Option shall automatically expire and terminate effective upon the expiration of such 90-day period.

  • Purchase Option (Check One) ❏ - The Company shall allow the Recipient to void this agreement at any time and release all liability in connection with this agreement by payment to the Company in the amount of US Dollars ($ ). ❏ - The Company does not allow the Recipient to be released of liability from this agreement for any monetary amount or reason whatsoever.

  • Exercise of Purchase Option AIR shall have an option (an “Option”) to acquire any real property owned or leased (subject to any consent rights granted to the landlord under any lease under which DevCo or an Affiliate is the tenant, provided, however, that no Option will apply to any Leased Property that is then leased to DevCo or its Affiliates pursuant to a Master Lease) by DevCo or any of its Subsidiaries, which was originally acquired by DevCo or its Subsidiaries after the Effective Date, which had not achieved Stabilization as of such acquisition but which has subsequently achieved Stabilization (each, an “Option Property”). Within fifteen (15) days following the date on which Stabilization for an Option Property has been achieved, DevCo shall send AIR a written notice advising AIR that such Option Property has reached Stabilization (an “Option Notice”), upon receipt of which AIR will have sixty (60) days (the “Option Exercise Period”) to exercise its Option to purchase such Option Property by delivering to DevCo written notice of the same. If AIR timely delivers a written notice to DevCo that it intends to exercise its Option and proceed with the acquisition of the Option Property, AIR will pay to DevCo the Current FMV for the subject Option Property, and the Parties will close on such Option pursuant to a purchase and sale agreement, which shall be in the form attached to the form of Standard Lease (which is attached hereto as Exhibit A). The Parties shall apply the closing mechanics set forth in Section 10(b) above (as if the Option Property were a ROFO Property, for such purposes). In the event DevCo fails to timely deliver an Option Notice to AIR, then, within thirty (30) days following the date on which AIR becomes aware that Stabilization of the subject Option Property has occurred, AIR shall have the right to send an Option Notice to DevCo (notifying DevCo that AIR believes the subject Option Property has reached Stabilization), and the Option Exercise Period will commence as of the date of such Option Notice. In the event that a Party receiving an Option Notice disputes that Stabilization of the subject Option Property has occurred or is continuing as of the date of such Option Notice, such Party will send to the other Party a Dispute Notice (as defined in and pursuant to Section 18(b)) containing an explanation of such dispute within fifteen (15) days following its receipt of the Option Notice. The Parties shall endeavor to resolve the dispute, and, if they are unable to so resolve it, will proceed to arbitration to resolve such dispute, all in accordance with the terms of Section 18.

  • Exercise of Purchase Options Nothing contained in this Purchase Option shall be construed as requiring the Holder(s) to exercise their Purchase Options or Warrants underlying such Purchase Options prior to or after the initial filing of any registration statement or the effectiveness thereof.

  • Founder’s Purchase Agreement The Founder’s Purchase Agreement has been duly authorized, executed and delivered by the Company and the Sponsor, and is a valid and binding agreement of the Company and the Sponsor, enforceable against the Company and the Sponsor in accordance with its terms except as the enforceability thereof may be limited by bankruptcy, insolvency, or similar laws affecting creditors’ rights generally from time to time in effect and by equitable principles of general applicability.

  • Exercise of Repurchase Option The Repurchase Option shall be exercised by written notice signed by an officer of the Company or by any assignee or assignees of the Company and delivered or mailed as provided in Section 17(a). Such notice shall identify the number of shares of Stock to be purchased and shall notify Purchaser of the time, place and date for settlement of such purchase, which shall be scheduled by the Company within the term of the Repurchase Option set forth in Section 2(a) above. The Company shall be entitled to pay for any shares of Stock purchased pursuant to its Repurchase Option, at the Company's option, in cash or by offset against any indebtedness owing to the Company by Purchaser, or by a combination of both. Upon delivery of such notice and payment of the purchase price in any of the ways described above, the Company shall become the legal and beneficial owner of the Stock being repurchased and all rights and interest therein or related thereto, and the Company shall have the right to transfer to its own name the Stock being repurchased by the Company, without further action by Purchaser.

  • Repurchase Option (a) If Purchaser's status as a Service Provider is terminated for any reason, including for cause, death, and disability, the Company shall have the right and option to purchase from Purchaser, or Purchaser's personal representative, as the case may be, all of the Purchaser's Unvested Shares as of the date of such termination at the price paid by the Purchaser for such Shares (the "Repurchase Option").

  • Acknowledgment Regarding Purchasers’ Purchase of Shares The Company acknowledges and agrees that each of the Purchasers is acting solely in the capacity of an arm’s length purchaser with respect to the Transaction Documents and the transactions contemplated thereby. The Company further acknowledges that no Purchaser is acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated thereby and any advice given by any Purchaser or any of their respective representatives or agents in connection with the Transaction Documents and the transactions contemplated thereby is merely incidental to the Purchasers’ purchase of the Shares. The Company further represents to each Purchaser that the Company’s decision to enter into this Agreement and the other Transaction Documents has been based solely on the independent evaluation of the transactions contemplated hereby by the Company and its representatives.

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