Purchase of Facility. In the event that notice of termination of this Agreement has been given pursuant to the provisions of paragraph 14 hereof, for cause as defined in paragraph 4 hereof, the MFS Funds have the right, but shall not be required (a) to purchase the Facility and assume the unexpired portion of any leases of equipment or real estate relating to the Facility from you at a price equal to your unrecovered acquisition value (as supported by the schedules and records used in determining monthly xxxxxxxx) of the machinery, equipment, software, furniture, fixtures and leasehold improvements included in the Facility, and (b) to negotiate with persons then employed by you in the operation of the Facility and to hire all of them in connection with the purchase of the Facility from you by the MFS Funds. You agree to release each such employee from any contractual obligations such person may have to you that may interfere with such person's being hired at such time by the MFS Funds and agree not to interfere with the negotiation and hiring of any such persons at such time. In the event that the MFS Funds have given notice of termination of this Agreement pursuant to the provisions of paragraph 14 hereof for reasons other than cause as defined in paragraph 4 hereof, the MFS Funds shall purchase the Facility under the terms and conditions set forth in subsections (a) and (b) of this paragraph 5. You shall effect the transfer of the Facility pursuant to this paragraph 5 upon the termination date specified in the notice, or at such other time as shall be agreed upon by the parties hereto.
Purchase of Facility. Notwithstanding any provision of this Site Sublease, including Article V hereof, in the event that the Undivided Interest is transferred to or otherwise acquired by Site Sublessee in accordance with and pursuant to any of Sections 10, 13 or 14 of the Facility Lease, this Site Sublease shall terminate as of the date of any such transfer or other acquisition by Site Sublessee of the Undivided Interest.
Purchase of Facility. (i) If the Lessee fails to provide the Lessor with a New Lease Notification in accordance with paragraph (a) above, or if, after delivery of a New Lease Notification, the Lessee and the Lessor (in the case of a single investor tax lease) or the financial institutions arranged by Key Global Finance, Ltd. (in the case of a leverage tax lease), are unable to reach agreement on the terms of the new leasing arrangement, the Lessee may, within 30 days prior to the Lease Termination Date, irrevocably notify the Lessor that the Lessee desires to purchase from the Lessor, and the Lessor shall sell to the Lessee, the Facility. If the Lessee elects to purchase the Facility from the Lessor, then on the Lease Termination Date the Lessor shall sell, transfer and convey all of its right, title and interest in to the Facility and under the Ground Lease, as is and where is, to the Lessee, free and clear of any Lessor Liens but otherwise without any representation or warranty, upon payment in immediately available funds by the Lessee to the Lessor of a purchase price therefor equal to the Total Fundings made by the Lessor from the date hereof through the date of purchase, together with (i) all Basic Rent due and owing on or prior to such date of purchase and (ii) all Supplemental Rent due and owing prior to such date of purchase and any other Supplemental Rent as to which there is no dispute and which is agreed to become due and owing within 60 days of such date. Subject to the foregoing, on the date of such purchase and sale the Lessor shall, at the expense of the Lessee, execute and deliver to the Lessee a xxxx of sale or assignment and such other documents as the Lessee may reasonably request to evidence the valid consummation of such transfer.
Purchase of Facility. The Company must purchase the facility it currently occupies.
Purchase of Facility. Seller's Landlord will have executed and delivered to Purchaser the Real Estate Purchase Contract, in such form and with such terms acceptable to Purchaser, and all other conditions to closing set forth in the Real Estate Purchase Contract have, to Purchaser's reasonable discretion, been satisfied.
Purchase of Facility. 52 Section 11.4 Fair Market Value .............................................................................................52 Section 11.5 Distribution of Assets ........................................................................................53 Section 11.6 In-Kind Distributions ........................................................................................54 Section 11.7
Purchase of Facility. Upon the occurrence of one of the events set forth in Section 11.1, CCS-AE shall have the option to purchase the Facility from the Company for a cash payment in an amount equal to the then Fair Market Value of the Facility, which shall be determined as though all of the material contracts, licenses and other agreements to which the Company is a party will remain in full force and effect until the dissolution of the Company and shall take into account that the Facility is a "refined coal production facility" as defined in Section 45(d)(8) of the Code, such option to be exercisable by CCS-AE by delivery of an Option Notice to the Manager and the Members within 30 days following the applicable dissolution event. If CCS-AE so elects to purchase the Facility, the closing of such purchase and sale shall occur within 30 Business Days after CCS-AE delivers such Option Notice, unless, within ten Business Days of delivery of the- Option Notice, a Member or Members collectively holding at least 40 percent of the outstanding Membership Interests (such Member or Members, the "Notif~n~ Member") indicate its or their objection to the proposed Fair Market Value purchase price by giving Notice to CCS-AE to such effect, in which case, such closing shall occur within five Business Days after the Fair Market Value is determined in accordance with Section 11.4. Section 11.4
