Early Repurchase Option. If any of the events described in Sections 12.04 or 12.05 or 12.06 result in Buyer’s request for additional amounts, then Sellers shall have the option to notify Buyer in writing at any time of their intent to terminate all of the Transactions and repurchase all of the Purchased Assets no later than ten (10) Business Days after such notice is given to Buyer, and such repurchase by Sellers shall be conducted pursuant to and in accordance with Section 3.04. The election by Sellers to terminate the Transactions in accordance with this Section 12.0812.09 shall not relieve Sellers for liability with respect to any additional amounts actually incurred by Buyer prior to the actual repurchase of the Purchased Assets, except that, notwithstanding anything to the contrary contained herein or in any other Repurchase Document, there shall be no Exit Fee, prepayment fee, premium or other similar payment due in connection therewith.
Early Repurchase Option. Separate and apart from the option to purchase the Site, should Developer fail to develop the Hotel Component or pay the TOT Guarantee in accordance with the terms of the Covenant Agreement, City shall have the option to purchase the Site under the terms of Section 8 of the Covenant Agreement if, nine (9) months from the Closing Date, Developer has not provided to City, subject to City’s review and reasonable satisfaction, any of the following: (i) fully executed operating agreements with proposed development partners, the Xxxxxx Group and Republic Metropolitan, or suitable alternative equity and /or debt (lenders) providers or development partners determined in accordance with Section 303.1 below, who have demonstrated sufficient commitment to the proposed Project and available financial resources and wherewithal to support the development as contemplated under this Agreement, (ii) a financial proforma (including updated opinion of construction cost estimates from qualified contractor source and updated market data/support for revenue assumptions) and/or other information to support the financial viability of the proposed Project, (iii) complete and sufficient updated market data and information on the Hotel Option and Project viability, (iv) updated financial/balance statements of Developer, or (v) statement of any current litigation that could impact Developer’s ability to perform the obligations under this Agreement (“Early Repurchase Option”). Under the Early Repurchase Option, the purchase price shall be as set forth in Section 8.6 of the Covenant Agreement, except the price shall exclude City’s closing costs for the initial sale of the Property to the Developer. Until the Early Repurchase Option is exercised by City by delivering a writing to Developer so indicating following the nine-month deadline hereunder, Developer may cure by compliance with this provision.
