Purchaser’s Put Clause Samples

Purchaser’s Put. At any time after the occurrence of a Purchaser’s Put Material Event or at any time following the Trigger Date, Purchaser shall have the right to sell (“Put”) all but not less than all of the Purchased Carano Interest to Carano at a price equal to the fair market value of the Purchased Carano Interest without discounts for minority ownership and lack of marketability, provided, however, that such right may not be exercised unless Purchaser has also exercised its right to sell all but not less than all of its New Membership Interest to the Company in accordance with Section 9.5 of the Operating Agreement. The purchase price for the Purchased Carano Interest shall be the product of the purchase price for the New Membership Interests as determined by Purchaser and the Company in accordance with the determination of the purchase price for the New Membership Interests pursuant to Section 9.5 of the Operating Agreement multiplied by a fraction, the numerator of which is the percentage interest in Resorts then represented by the Purchased Carano Interest and the denominator of which is the percentage interest in Resorts then represented by the New Membership Interest. Purchaser shall initiate its Put rights under this Section 2.01 by delivery of written notice to Carano of the exercise of such rights (the “Option Notice”) at the same time that Purchaser gives notice to the Company of its exercise of its put rights in respect of the New Membership Interests in accordance with Section 9.5 of the Operating Agreement.
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Purchaser’s Put. At any time after the occurrence of a Purchaser’s Put Material Event or at any time following the Trigger Date, Purchaser shall have the right to sell (“Put”) all but not less than all of the Purchased Carano Interest to Carano at a price equal to the fair market value of the Purchased Carano Interest without discounts for minority ownership and lack of marketability, provided, however, that such right may not be exercised unless Purchaser has also exercised its right to sell all but not less than all of its New Membership Interest to the Company in accordance with Section 9.5
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Purchaser’s Put. Rights shall be effective as of the date any Put Event arises and at any time on or after the date of such Put Event;
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Related to Purchaser’s Put

  • Purchaser’s Deliveries Subject to the fulfillment or waiver of the conditions set forth in Sections 6.2, Purchaser shall execute and/or deliver to Seller all of the following: (i) Payment of the Purchase Price as required under Section 3.3(a) hereof. (ii) An assumption agreement, duly executed by Purchaser, under which Purchaser assumes those Assumed Liabilities described in Section 2.2 hereof. (iii) An incumbency and specimen signature certificate with respect to the officers of Purchaser executing this Agreement and Purchaser's Ancillary Documents on behalf of Purchaser. (iv) A certified copy of resolutions of Purchaser's Board of Directors, authorizing the execution, delivery and performance of this Agreement and Purchaser's Ancillary Documents (v) A closing certificate executed by an executive officer of Purchaser (or any other officer of Purchaser specifically authorized to do so), on behalf of Purchaser, pursuant to which Purchaser represents and warrants to Seller that Purchaser's representations and warranties to Seller are true and correct as of the Closing Date as if then originally made (or, if any such representation or warranty is untrue in any respect, specifying the respect in which the same is untrue), that all covenants required by the terms hereof to be performed by Purchaser on or before the Closing Date, to the extent not waived by Purchaser in writing, have been so performed (or, if any such covenant has not been performed, indicating that such covenant has not been performed), and that all documents to be executed and delivered by Purchaser at the Closing have been executed by duly authorized officers of Purchaser. (vi) Such other documents from Purchaser as may reasonably be required in order to effectuate the transactions contemplated (i) hereby and (ii) by the Purchaser's Ancillary Documents.

  • PURCHASERS a. Contractor acknowledges that use of the Contract by any city, county, state agency, state school district, state higher education institution, public utility district, Medicaid provider, or organization that has a Master Contract Usage Agreement (MCUA) is discretionary. b. Services described herein will be requested by Purchaser as needed, based on program/policy requirements and Consumer communication needs and preferences. c. The Contractor acknowledges that payment for any services provided under this Contract is the sole responsibility of the Purchaser.

  • Purchaser’s Closing Documents Purchaser shall obtain or execute and ----------------------------- deliver to Seller at Closing the following documents, all of which shall be duly executed and acknowledged where required and shall survive the Closing:

  • Purchaser’s Closing Deliveries Purchaser shall obtain or execute and deliver to Seller at Closing the following documents, all of which shall be duly executed, acknowledged and notarized where required:

  • Purchasers Deliverables Such Purchaser shall have delivered its Purchaser Deliverables in accordance with Section 2.2(b).