PURCHASE OF THE PROJECT. The City and the Company agree that the City will and the Company as the agent of the City shall purchase the Project as follows:
PURCHASE OF THE PROJECT. 65 SECTION 15. EVENTS OF LOSS; TERMINATION UPON CERTAIN EVENTS....................................................65 SECTION 16. PERMITTED CONTESTS.................................................................................67 SECTION 17. SALE OR ASSIGNMENT BY OWNER........................................................................68
PURCHASE OF THE PROJECT. In connection with, and as a condition to, the purchase of the Project by Agent pursuant hereto, (a) Agent shall pay at the time of purchase, in addition to the Acquisition Cost and all other amounts payable by Agent under this Agreement, including, without limitation, all amounts payable pursuant to Section 12 hereof and all losses, damages, costs and expenses (including, without limitation, attorneys' fees and expenses, commissions, filing fees, sales or transfer taxes, transfer gains taxes, mortgage recording tax, if any, recording and filing fees and all other similar taxes, fees, expenses and closing costs) sustained by Owner by reason of such purchase or in connection with the conveyance of the Project to Agent and all other amounts owing hereunder after taking into account such purchase, and (b) upon indefeasible receipt of such amounts, Owner shall deliver to Agent a bill of sale, deed or similar document assigning xxx conveying to Agent all of Owner's right, title and interest in and to the Project, the Ground Lease, the Easements, the EPC Contract and, if applicable, any Project Contract and, to the extent transferable, any title insurance policies issued to Owner, and when Owner transfers title, such transfer shall be on an as-is, non-installment sale basis, without warranty by, or recourse to, Owner (provided that such purchase price, exclusive of the other amounts payable hereunder in connection with such purchase, shall equal the Acquisition Cost).
PURCHASE OF THE PROJECT. (a) Notwithstanding anything to the contrary contained in this Agreement, but subject to the terms and conditions of this Section 14, (i) at any time during the term of this Agreement, Agent (or the Guarantor as its designee) shall have the right, upon thirty (30) days' written notice to Owner, to purchase the Project at a price equal to the Acquisition Cost and (ii) during the continuance of an Event of Default or Event of Project Termination and upon the written request of Agent, which must be received by Owner not later than the later of (A) thirty (30) days following the occurrence of such Event of Default or Event of Project Termination, as the case may be, and (B) the date Owner or Assignee has delivered a notice to Agent that it has identified a proposed purchaser for the Project, Agent (or the Guarantor as its designee) shall have the right, not later than thirty (30) Business Days after Owner's timely receipt of such request, to purchase the Project at a price equal to its Acquisition Cost; provided, however, that if negotiations between Owner and the purchaser identified by Owner terminate and Owner has not identified another proposed purchaser, Agent (or the Guarantor as its designee) may thereafter exercise its purchase option under this paragraph (a) until such time as Owner or Assignee delivers a notice to Agent that it has identified a new proposed purchaser for the Project; provided further, however, that the purchase option contained in this paragraph (a) shall only be available to Agent if (x) in the reasonable judgment of counsel to Owner and Assignee, the purchase price and all other amounts paid by Agent will not in the circumstances in which such payment is made constitute a preferential payment or a voidable transfer or otherwise be subject to recapture pursuant to the provisions of the Federal Bankruptcy Code in a bankruptcy proceeding by or against Agent and will not otherwise result in the payment being subject to recapture from Owner or (y) the Guarantor has provided a guaranty of the payment of such purchase price and all other amounts required to be paid by Agent hereunder, which guaranty shall be in form and substance substantially similar to the Guaranty.
