Common use of Closing of the Repurchase Clause in Contracts

Closing of the Repurchase. The closing of the purchase of the Repurchased Assets by Seller Parent pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase or (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent shall be entitled to receive from Purchaser customary representations and warranties regarding good title to the Repurchased Assets, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchase.

Closing of the Repurchase. The Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the Company shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the purchase transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the Company (and/or any assignees of the Repurchased Assets by Seller Parent Company's repurchase right), and the Company (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by a check or wire transfer of immediately available funds in the aggregate amount of the Repurchase Price for such securities; provided that in the event the Board determines in its good faith discretion that the Company is not in a position to Purchaserpay in cash any or all of the Repurchase Price for Executive Securities to be repurchased by it. The purchase price for such Repurchased Assets shall be (i) $5,000,000Company may pay, in the event that Purchaser has not made the Initial Acceleration Payment prior to form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or (ii) $10,000,000 in thereafter incurred, shall earn simple annual interest at the event that Purchaser has made Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the Initial Acceleration Payment, but has not made earliest to occur of a Qualified Sale of the Final Acceleration Payment prior to Company or the Repurchasefifth anniversary of the issuance of such promissory note. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent purchasers of Executive Securities hereunder shall be entitled to receive from Purchaser customary representations and warranties from the sellers regarding good title to the Repurchased Assetssuch shares, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts any liens or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchaseencumbrances.

Closing of the Repurchase. The Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the LLC shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the purchase transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the LLC (and/or any assignees of the Repurchased Assets by Seller Parent LLC's repurchase right), and the LLC (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by a check or wire transfer of immediately available funds to Purchaser. The purchase price in the aggregate amount of the Repurchase Price for such Repurchased Assets shall be securities; provided that in the event the Board determines (i) $5,000,000prior to the dissolution and liquidation of the LLC, the LLC may pay a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities, by issuing in exchange for such securities an equal number of the LLC's Class C Units (having the rights and preferences set forth in the LLC Agreement), and for purposes of the LLC Agreement each such Class C Unit shall as of its issuance be deemed to have Basic Contributions made with respect to such Class C Unit equal to (A) the aggregate portion of the Repurchase Price paid by the issuance of Class C Units divided by (B) the number of Class C Units so issued in such repurchase; or (ii) after the dissolution and liquidation of the LLC, the Company (as successor to the rights of the LLC under paragraph 8(e)(ii) below) may pay, in the event that Purchaser form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of the Company's initial Public Offering (if such initial Public Offering has not made the Initial Acceleration Payment occurred prior to the Repurchase issuance of such promissory note), a Qualified Sale of the Company, or (ii) $10,000,000 in the event that Purchaser has made fifth anniversary of the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchaseissuance of such promissory note. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent purchasers of Executive Securities hereunder shall be entitled to receive from Purchaser customary representations and warranties from the sellers regarding good title to the Repurchased Assetssuch shares, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts any liens or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchaseencumbrances.

Closing of the Repurchase. The At the closing of the purchase of the Repurchased Assets by Seller Parent pursuant any repurchase to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase or (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement Call Notice or a Put Notice, the purchasers of the Executive Securities to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent repurchased shall be entitled to receive from Purchaser customary representations and warranties from the sellers of such Executive Securities (including regarding good title to the Repurchased Assetssuch securities, free and clear of Liens arising after any liens or encumbrances) and to require that signatures be guaranteed by a national bank or reputable securities broker. At the Closing Dateclosing of any repurchase to be made pursuant to a Call Notice or a Put Notice, Purchaser’s authorization the holders of Executive Securities shall deliver to Investors LLC (and/or capacity any of its assignees) all certificates (if any) evidencing the Executive Securities to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its termsbe repurchased, and representations Investors LLC (and/or any of its assignees) shall pay for the Executive Securities to be purchased pursuant to the Call Option or the Put Option by delivery of a check or checks or wire transfer(s) of immediately available funds in the aggregate amount of the Repurchase Price for such Executive Securities; and warranties covering provided that in the following mattersevent the Board determines in its good faith discretion that Investors LLC is not in a position to pay in cash all of the Repurchase Price for the Executive Securities to be repurchased by it: (i) prior to the dissolution and liquidation by Investors LLC, generally on terms consistent with Investors LLC may pay a portion of the representations Repurchase Price for any Vested Securities to be repurchased by Investors LLC equal to (x) the aggregate Fair Market Value of such Vested Securities to be repurchased by Investors LLC minus (y) the aggregate Original Cost of such Vested Securities, by issuing in exchange for such Vested Securities an equal number of Class C Units having the relative rights, powers and warranties duties set forth in this the LLC Agreement that cover these matters: no conflicts or consents arising or required and for purposes of the LLC Agreement, such Class C Units shall as of the date of issuance be deemed to have aggregate Capital Contributions made with respect to such Class C Units equal to (x) the Repurchase, no material breach aggregate Fair Market Value of or defaults under the Assigned Contracts Vested Securities repurchased by Investors LLC minus (y) the aggregate Original Cost of such Vested Securities; or (ii) after the Closing Datedissolution and liquidation of Investors LLC, compliance with applicable Laws the Company (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect successor to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform rights of Investors LLC pursuant to Section 2.67(i) below) may pay, and (3) Seller Parent shall be responsible for severance payment obligations (to in the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered form of a Failure Notice and Seller Parent wishes to explore promissory note, a consummation portion of the Repurchase in good faith, Purchaser Price for such securities equal to (x) the aggregate Fair Market Value for the Vested Securities to be repurchased by Investors LLC minus (y) the aggregate Original Cost of such Vested Securities. Such promissory note shall afford be subordinated to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation all of the business of Purchaser Company’s senior and senior subordinated debt obligations either then or its Affiliatesthereafter incurred, shall earn simple annual interest at the Base Rate, shall have all material informationprincipal and accrued interest due and payable upon maturity, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending mature upon the earlier earliest to occur of the Company’s initial Public Offering (I) if such initial Public Offering has not occurred prior to the date which is sixty (60) days following receipt issuance of such Failure Notice in promissory note), a Sale of the event that Seller Parent fails to deliver a Repurchase NoticeCompany, (II) or the Repurchase Closing Date and (III) fifth anniversary of the date upon which Seller Parent notifies Purchaser in writing issuance of its decision not to pursue the Repurchasesuch promissory note.

Closing of the Repurchase. The At the closing of the purchase of the Repurchased Assets by Seller Parent pursuant any repurchase to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase or (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement Call Notice or a Put Notice, the purchasers of the Executive Securities to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent repurchased shall be entitled to receive from Purchaser customary representations and warranties from the sellers of such Executive Securities (including regarding good title to the Repurchased Assetssuch securities, free and clear of Liens arising any liens or encumbrances) and to require that signatures be guaranteed by a national bank or reputable securities broker. At the closing of any repurchase to be made pursuant to a Call Notice or a Put Notice, the holders of Executive Securities shall deliver to the LLC (and/or any of its assignees) all certificates (if any) evidencing the Executive Securities to be repurchased, and the LLC (and/or any of its assignees) shall pay for the Executive Securities to be purchased pursuant to the Call Option or the Put Option by delivery of a check or checks or wire transfer(s) of immediately available funds in the aggregate amount of the Repurchase Price for such Executive Securities; provided that the LLC may pay all or a portion of the Repurchase Price by offsetting amounts outstanding under the Executive Note issued to the LLC hereunder; and provided further that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash all of the Repurchase Price for the Executive Securities to be repurchased by it: (i) prior to the dissolution and liquidation of Investors LLC, the LLC may pay a portion of the Repurchase Price for any Vested Securities to be repurchased by the LLC equal to (x) the aggregate Fair Market Value of such Vested Securities to be repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities, by issuing in exchange for such Vested Securities an equal number of Class C Units (or, after the Closing DateManagement Rollup, Purchaser’s authorization and/or capacity to sell Investors LLC Class C Units) having the Repurchased Assetsrelative rights, that the agreement containing such representation powers and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties duties set forth in this the LLC Agreement that cover these matters: no conflicts (or consents arising the Investors LLC Agreement, as applicable), and for purposes of the LLC Agreement (or required the Investors LLC Agreement, as applicable) such Class C Units (or, after the Management Rollup, Investors LLC Class C Units) shall as of its date of issuance be deemed to have aggregate Capital Contributions made with respect to such Class C Units (or Investors LLC Class C Units, as applicable) equal to (A) the Repurchase, no material breach aggregate Fair Market Value of or defaults under the Assigned Contracts Vested Securities repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities; or (ii) after the Closing Datedissolution and liquidation of Investors LLC, compliance with applicable Laws the Company (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect successor to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform rights of Investors LLC pursuant to Section 2.67(i) below) may pay, and (3) Seller Parent shall be responsible for severance payment obligations (to in the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered form of a Failure Notice and Seller Parent wishes to explore promissory note, a consummation portion of the Repurchase in good faith, Purchaser Price for such securities equal to (x) the aggregate Fair Market Value for the Vested Securities to be repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities. Such promissory note shall afford be subordinated to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation all of the business of Purchaser Company’s senior and senior subordinated debt obligations either then or its Affiliatesthereafter incurred, shall earn simple annual interest at the Base Rate, shall have all material informationprincipal and accrued interest due and payable upon maturity, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending mature upon the earlier earliest to occur of the Company’s initial Public Offering (I) if such initial Public Offering has not occurred prior to the date which is sixty (60) days following receipt issuance of such Failure Notice in promissory note), a Sale of the event that Seller Parent fails to deliver a Repurchase NoticeCompany, (II) or the Repurchase Closing Date and (III) fifth anniversary of the date upon which Seller Parent notifies Purchaser in writing issuance of its decision not to pursue the Repurchasesuch promissory note.

Closing of the Repurchase. The Within 10 business days after the Repurchase Price for the Executive Securities to be repurchased has been determined, the LLC shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the purchase transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the LLC (and/or any assignees of the Repurchased Assets by Seller Parent LLC's repurchase right), and the LLC (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by a check or wire transfer of immediately available funds to Purchaser. The purchase price in the aggregate amount of the Repurchase Price for such Repurchased Assets shall securities; provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash any or all of the Repurchase Price for Executive Securities to be repurchased by it: (i) $5,000,000prior to the dissolution and liquidation of the LLC, the LLC may pay a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities, by issuing in exchange for such securities an equal number of the LLC's Class C Units (having the rights and preferences set forth in the LLC Agreement), and for purposes of the LLC Agreement each such Class C Unit shall as of its issuance be deemed to have Basic Contributions made with respect to such Class C Unit equal to (A) the aggregate portion of the Repurchase Price paid by the issuance of Class C Units divided by (B) the number of Class C Units so issued in such repurchase; or (ii) after the dissolution and liquidation of the LLC, the Company (as successor to the rights of the LLC under paragraph 8(e)(ii) below) may pay, in the event that Purchaser form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of the Company's initial Public Offering (if such initial Public Offering has not made the Initial Acceleration Payment occurred prior to the Repurchase issuance of such promissory note), a Qualified Sale of the Company, or (ii) $10,000,000 in the event that Purchaser has made fifth anniversary of the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchaseissuance of such promissory note. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent purchasers of Executive Securities hereunder shall be entitled to receive from Purchaser customary representations and warranties from the sellers regarding good title to the Repurchased Assetssuch shares, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts any liens or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchaseencumbrances.

Closing of the Repurchase. The At the closing of the purchase of the Repurchased Assets by Seller Parent pursuant any repurchase to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase or (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement Call Notice or a Put Notice, the purchasers of the Executive Securities to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent repurchased shall be entitled to receive from Purchaser customary representations and warranties from the sellers of such Executive Securities (including regarding good title to the Repurchased Assetssuch securities, free and clear of Liens arising any liens or encumbrances) and to require that signatures be guaranteed by a national bank or reputable securities broker. At the closing of any repurchase to be made pursuant to a Call Notice or a Put Notice, the holders of Executive Securities shall deliver to the LLC (and/or any of its assignees) all certificates (if any) evidencing the Executive Securities to be repurchased, and the LLC (and/or any of its assignees) shall pay for the Executive Securities to be purchased pursuant to the Call Option or the Put Option by delivery of a check or checks or wire transfer(s) of immediately available funds in the aggregate amount of the Repurchase Price for such Executive Securities; and provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash all of the Repurchase Price for the Executive Securities to be repurchased by it: (i) prior to the dissolution and liquidation of Investors LLC, the LLC may pay a portion of the Repurchase Price for any Vested Securities to be repurchased by the LLC equal to (x) the aggregate Fair Market Value of such Vested Securities to be repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities, by issuing in exchange for such Vested Securities an equal number of Class C Units (or, after the Closing DateManagement Rollup, Purchaser’s authorization and/or capacity to sell Investors LLC Class C Units) having the Repurchased Assetsrelative rights, that the agreement containing such representation powers and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties duties set forth in this the LLC Agreement that cover these matters: no conflicts (or consents arising the Investors LLC Agreement, as applicable), and for purposes of the LLC Agreement (or required the Investors LLC Agreement, as applicable) such Class C Units (or, after the Management Rollup, Investors LLC Class C Units) shall as of its date of issuance be deemed to have aggregate Capital Contributions made with respect to such Class C Units (or Investors LLC Class C Units, as applicable) equal to (A) the Repurchase, no material breach aggregate Fair Market Value of or defaults under the Assigned Contracts Vested Securities repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities; or (ii) after the Closing Datedissolution and liquidation of Investors LLC, compliance with applicable Laws the Company (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect successor to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform rights of Investors LLC pursuant to Section 2.67(i) below) may pay, and (3) Seller Parent shall be responsible for severance payment obligations (to in the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered form of a Failure Notice and Seller Parent wishes to explore promissory note, a consummation portion of the Repurchase in good faith, Purchaser Price for such securities equal to (x) the aggregate Fair Market Value for the Vested Securities to be repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities. Such promissory note shall afford be subordinated to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation all of the business of Purchaser Company’s senior and senior subordinated debt obligations either then or its Affiliatesthereafter incurred, shall earn simple annual interest at the Base Rate, shall have all material informationprincipal and accrued interest due and payable upon maturity, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending mature upon the earlier earliest to occur of the Company’s initial Public Offering (I) if such initial Public Offering has not occurred prior to the date which is sixty (60) days following receipt issuance of such Failure Notice in Promissory note), a Sale of the event that Seller Parent fails to deliver a Repurchase NoticeCompany, (II) or the Repurchase Closing Date and (III) fifth anniversary of the date upon which Seller Parent notifies Purchaser in writing issuance of its decision not to pursue the Repurchasesuch promissory note.

Closing of the Repurchase. The At the closing of the purchase of the Repurchased Assets by Seller Parent pursuant any repurchase to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by wire transfer of immediately available funds to Purchaser. The purchase price for such Repurchased Assets shall be (i) $5,000,000, in the event that Purchaser has not made the Initial Acceleration Payment prior to the Repurchase or (ii) $10,000,000 in the event that Purchaser has made the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchase. The Repurchase shall be consummated pursuant to a written asset purchase agreement Call Notice or a Put Notice, the purchasers of the Executive Securities to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent repurchased shall be entitled to receive from Purchaser customary representations and warranties from the sellers of such Executive Securities (including regarding good title to the Repurchased Assetssuch securities, free and clear of Liens arising any liens or encumbrances) and to require that signatures be guaranteed by a national bank or reputable securities broker. At the closing of any repurchase to be made pursuant to a Call Notice or a Put Notice, the holders of Executive Securities shall deliver to the LLC (and/or any of its assignees) all certificates (if any) evidencing the Executive Securities to be repurchased, and the LLC (and/or any of its assignees) shall pay for the Executive Securities to be purchased pursuant to the Call Option or the Put Option by delivery of a check or checks or wire transfer(s) of immediately available funds in the aggregate amount of the Repurchase Price for such Executive Securities; and provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash all of the Repurchase Price for the Executive Securities to be repurchased by it: (i) prior to the dissolution and liquidation of Investors LLC, the LLC may pay a portion of the Repurchase Price for any Vested Securities to be repurchased by the LLC equal to (x) the aggregate Fair Market Value of such Vested Securities to be repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities, by issuing in exchange for such Vested Securities an equal number of Class C Units (or, after the Closing DateManagement Rollup, Purchaser’s authorization and/or capacity to sell Investors LLC Class C Units) having the Repurchased Assetsrelative rights, that the agreement containing such representation powers and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties duties set forth in this the LLC Agreement that cover these matters: no conflicts (or consents arising the Investors LLC Agreement, as applicable), and for purposes of the LLC Agreement (or required the Investors LLC Agreement, as applicable) such Class C Units (or, after the Management Rollup, Investors LLC Class C Units) shall as of its date of issuance be deemed to have aggregate Capital Contributions made with respect to such Class C Units (or Investors LLC Class C Units, as applicable) equal to (A) the Repurchase, no material breach aggregate Fair Market Value of or defaults under the Assigned Contracts Vested Securities repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities; or (ii) after the Closing Datedissolution and liquidation of Investors LLC, compliance with applicable Laws the Company (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect successor to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform rights of Investors LLC pursuant to Section 2.67(i) below) may pay, and (3) Seller Parent shall be responsible for severance payment obligations (to in the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered form of a Failure Notice and Seller Parent wishes to explore promissory note, a consummation portion of the Repurchase in good faith, Purchaser Price for such securities equal to (x) the aggregate Fair Market Value for the Vested Securities to be repurchased by the LLC minus (y) the aggregate Original Cost of such Vested Securities. Such promissory note shall afford be subordinated to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation all of the business of Purchaser Company’s senior and senior subordinated debt obligations either then or its Affiliatesthereafter incurred, shall earn simple annual interest at the Base Rate, shall have all material informationprincipal and accrued interest due and payable upon maturity, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending mature upon the earlier earliest to occur of the Company’s initial Public Offering (I) if such initial Public Offering has not occurred prior to the date which is sixty (60) days following receipt issuance of such Failure Notice in promissory note), a Sale of the event that Seller Parent fails to deliver a Repurchase NoticeCompany, (II) or the Repurchase Closing Date and (III) fifth anniversary of the date upon which Seller Parent notifies Purchaser in writing issuance of its decision not to pursue the Repurchasesuch promissory note.

Closing of the Repurchase. The Within 10 business days after the Repurchase Price for the Executive Securities to be purchased has been determined, the LLC shall send a notice to each holder of Executive Securities setting forth the consideration to be paid for such shares and the time and place for the closing of the purchase transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the LLC (and/or any assignees of the Repurchased Assets by Seller Parent LLC's repurchase right), and the LLC (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by a check or wire transfer of immediately available funds to Purchaser. The purchase price in the aggregate amount of the Repurchase Price for such Repurchased Assets shall securities; provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash any or all of the Repurchase Price for Executive Securities to be repurchased by it: (i) $5,000,000prior to the dissolution and liquidation of the LLC, the LLC may pay a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities, by issuing in exchange for such securities an equal number of the LLC's Class C Units (having the rights and preferences set forth in the LLC Agreement), and for purposes of the LLC Agreement each such Class C Unit shall as of its issuance be deemed to have Basic Contributions made with respect to such Class C Unit equal to (A) the aggregate portion of the Repurchase Price paid by the issuance of Class C Units divided by (B) the number of Class C Units so issued in such repurchase; or (ii) after the dissolution and liquidation of the LLC, the Company (as successor to the rights of the LLC under paragraph 8(e)(ii) below) may pay, in the event that Purchaser form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of the Company's initial Public Offering (if such initial Public Offering has not made the Initial Acceleration Payment occurred prior to the Repurchase issuance of such promissory note), a Qualified Sale of the Company, or (ii) $10,000,000 in the event that Purchaser has made fifth anniversary of the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchaseissuance of such promissory note. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent purchasers of Executive Securities hereunder shall be entitled to receive from Purchaser customary representations and warranties from the sellers regarding good title to the Repurchased Assetssuch shares, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts any liens or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchaseencumbrances.

Closing of the Repurchase. The Within 10 business days after the Repurchase Price for the Executive Stock to be repurchased has been determined, the LLC shall send a notice to each holder of Executive Stock setting forth the consideration to be paid for such shares and the time and place for the closing of the purchase transaction, which date shall not be more than 30 days nor less than five days after the delivery of such notice. At such closing, the holders of Executive Securities shall deliver all certificates (if any exist) evidencing the Executive Securities to be repurchased to the LLC (and/or any assignees of the Repurchased Assets by Seller Parent LLC's repurchase right), and the LLC (and/or any assignees) shall pay for the Executive Securities to be purchased pursuant to the Repurchase Option (the “Repurchase”) shall take place on a date (the “Repurchase Closing Date”) designated by Seller Parent in the Repurchase Notice, which such date shall be a Business Day not less than sixty (60) days after the delivery of the Repurchase Notice and no more than one hundred twenty (120) days following the Failure Date. Seller Parent shall pay for the Repurchased Assets by a check or wire transfer of immediately available funds to Purchaser. The purchase price in the aggregate amount of the Repurchase Price for such Repurchased Assets shall securities; provided that in the event the Board determines in its good faith discretion that the LLC is not in a position to pay in cash any or all of the Repurchase Price for Executive Securities to be repurchased by it: (i) $5,000,000prior to the dissolution and liquidation of the LLC, the LLC may pay a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities, by issuing in exchange for such securities an equal number of the LLC's Class C Units (having the rights and preferences set forth in the LLC Agreement), and for purposes of the LLC Agreement each such Class C Unit shall as of its issuance be deemed to have Basic Contributions made with respect to such Class C Unit equal to (A) the aggregate portion of the Repurchase Price paid by the issuance of Class C Units divided by (B) the number of Class C Units so issued in such repurchase; or (ii) after the dissolution and liquidation of the LLC, the Company (as successor to the rights of the LLC under paragraph 8(e)(ii) below) may pay, in the event that Purchaser form of a promissory note, a portion of the Repurchase Price for such securities equal to (x) the aggregate Repurchase Price for the Executive Securities to be repurchased by the LLC minus (y) the Original Cost of such securities. Such a promissory note shall be subordinated to all of the Company's senior debt obligations either then or thereafter incurred, shall earn simple annual interest at the Base Rate, shall have all principal and accrued interest due and payable upon maturity, and shall mature upon the earliest to occur of the Company's initial Public Offering (if such initial Public Offering has not made the Initial Acceleration Payment occurred prior to the Repurchase issuance of such promissory note), a Qualified Sale of the Company, or (ii) $10,000,000 in the event that Purchaser has made fifth anniversary of the Initial Acceleration Payment, but has not made the Final Acceleration Payment prior to the Repurchaseissuance of such promissory note. The Repurchase shall be consummated pursuant to a written asset purchase agreement to be negotiated and agreed upon in good faith by Seller Parent and Purchaser; provided that (1) Seller Parent purchasers of Executive Securities hereunder shall be entitled to receive from Purchaser customary representations and warranties from the sellers regarding good title to the Repurchased Assetssuch shares, free and clear of Liens arising after the Closing Date, Purchaser’s authorization and/or capacity to sell the Repurchased Assets, that the agreement containing such representation and warranties is a valid and binding agreement, enforceable against Purchaser in accordance with its terms, and representations and warranties covering the following matters, generally on terms consistent with the representations and warranties set forth in this Agreement that cover these matters: no conflicts any liens or consents arising or required with respect to the Repurchase, no material breach of or defaults under the Assigned Contracts after the Closing Date, compliance with applicable Laws (including Environmental Laws) and Business Permits after the Closing Date, and no Proceedings (including by Regulatory Authorities), and no other representations other than as may be agreed by Purchaser in its sole discretion, (2) Seller Parent shall assume and agree to discharge or perform substantially similar Liabilities with respect to the Repurchased Assets as Purchaser has assumed and agreed to discharge or perform pursuant to Section 2.6, and (3) Seller Parent shall be responsible for severance payment obligations (to the extent consistent with or arising under the Severance Policy) to any Transferred Business Employees who do not transfer to Seller Parent or its Affiliates in connection with the Repurchase and whose employment is terminated by Purchaser or its Affiliates on or within thirty (30) days following the Repurchase Closing Date. In the event that Purchaser has delivered a Failure Notice and Seller Parent wishes to explore a consummation of the Repurchase in good faith, Purchaser shall afford to Seller Parent and its Representatives reasonable access to, during normal business hours and in such manner as to not unreasonably interfere with normal operation of the business of Purchaser or its Affiliates, all material information, documentation, data and materials (whether in electronic form or otherwise) in the control or possession of Purchaser or its Affiliates which are reasonably required by Seller Parent to conduct a reasonable due diligence investigation of the Repurchased Assets (subject to attorney-client privilege, which shall not be waived or violated). Purchaser shall afford such access for the period commencing on the date upon which the Failure Notice is delivered and ending upon the earlier to occur of (I) the date which is sixty (60) days following receipt of such Failure Notice in the event that Seller Parent fails to deliver a Repurchase Notice, (II) the Repurchase Closing Date and (III) the date upon which Seller Parent notifies Purchaser in writing of its decision not to pursue the Repurchaseencumbrances.