Common use of Exercise of Purchase Option Clause in Contracts

Exercise of Purchase Option. If Tenant wishes to exercise the Purchase Option, Tenant shall deliver to Landlord written notice of ▇▇▇▇▇▇’s election to irrevocably exercise the Purchase Option (“Exercise Notice”) no later than the last day of the Purchase Option Period. Upon exercise of the Purchase Option in accordance with the foregoing, the Parties shall proceed as follows: (a) The Parties shall fill out the Purchase Agreement attached hereto as Exhibit I (the “Purchase Agreement”) by inserting the Closing Date, the Purchase Price and the other blanks in the Purchase Agreement pursuant to the drafting notes contained therein and attach the legal description as Exhibit A thereto; (b) Upon receipt of the Exercise Notice, Landlord shall promptly use commercially reasonable efforts to obtain and deliver to Tenant prior to the Closing executed tenant estoppel certificates (dated not earlier than 90 days prior to the date that the Closing occurs), from each tenant and other parties-in-possession at the Property in the form attached hereto as Exhibit M and it shall be a condition precedent to the obligation of Tenant to Closing that each such tenant has provided an estoppel certificate in such form or in such other reasonable form so long as such estoppel confirms, at a minimum: (i) a true, correct and complete copy of such tenant’s or other party’s lease or other occupancy agreement (including, without limitation, all amendments, modifications or supplements thereof or thereto), (ii) to the knowledge of the tenant, there are no defaults under the applicable lease or other occupancy agreement, and (iii) provide no information inconsistent with Tenant’s understanding of the condition of the Property; provided, however, that either party shall have the right to extend the Closing Date for up to sixty (60) days in order to allow additional time to satisfy this condition (the “Third Party Tenant Estoppels”). If Tenant terminates the Purchase Agreement as a result of the disapproval of any such estoppel certificates, then the terms of Section 31.9(a) shall control; (c) The Parties shall execute, acknowledge (where applicable) and deliver to Escrow Agent (as defined in the Purchase Agreement) the Purchase Agreement and all instruments and documents contemplated to be delivered at the Closing pursuant to the Purchase Agreement (collectively, the “Closing Documents”); (d) Tenant shall deposit with Escrow Agent the amount required to close the transactions contemplated by the Purchase Agreement pursuant to, and in accordance with, the terms and provisions of the Purchase Agreement; and (e) Subject to the terms hereof and the terms of the Purchase Agreement, the Parties shall be obligated to close the transactions contemplated by the Purchase Agreement on the date that is thirty (30) days after the delivery of the Exercise Notice, or such later date pursuant to the terms of the Purchase Agreement or Section 31.9 (the “Closing Date”), whereby Landlord shall sell the Property to Tenant, and Tenant shall purchase the Property from Landlord, for the Purchase Price and otherwise subject to and on the terms and conditions set forth in the Purchase Agreement and the Closing Documents.

Exercise of Purchase Option. If Tenant wishes WestMed Sub shall have the right, but not the obligation, to exercise the Purchase OptionOption at any time during the one-year period provided in Section 7.2, Tenant WestMed Sub shall deliver to Landlord written notice of ▇▇▇▇▇▇’s election to irrevocably exercise the Purchase Option (“Exercise Notice”) no later than the last day by giving WNC written notice of the Purchase Option Period. Upon such exercise of the Purchase Option in accordance with the foregoingOption, the Parties shall proceed whereupon WNC and WestMed Sub shall, as follows: (a) The Parties shall fill out the Purchase Agreement attached hereto promptly as Exhibit I practicable, consummate WestMed Sub’s purchase of WNC’s entire Partnership interest pursuant to this Article VIII, (the “Purchase AgreementClosing”) by inserting the Closing Date, the Purchase Price and the other blanks in the Purchase Agreement pursuant to the drafting notes contained therein and attach the legal description as Exhibit A thereto; (b) Upon receipt of the Exercise Notice, Landlord shall promptly use commercially reasonable efforts to obtain and deliver to Tenant prior to the Closing executed tenant estoppel certificates (dated not earlier than 90 days prior to the date that the Closing occurs), from each tenant and other parties-in-possession at the Property in the form attached hereto as Exhibit M and it shall be a condition precedent to the obligation of Tenant to Closing that each such tenant has provided an estoppel certificate in such form or in such other reasonable form so long as such estoppel confirms, at a minimum: (i) a true, correct and complete copy of such tenant’s or other party’s lease or other occupancy agreement (including, without limitation, all amendments, modifications or supplements thereof or thereto), (ii) to the knowledge of the tenant, there are no defaults under the applicable lease or other occupancy agreement, and (iii) provide no information inconsistent with Tenant’s understanding of the condition of the Property; provided, however, that either party all of the following conditions precedent to WNC’s obligation to sell its interest in the Partnership shall have been met: (a) WestMed Sub shall have received prior to the right Purchase Closing the written consents of each of Landlord and Lender to extend the Closing Date for up to sixty (60) days in order to allow additional time to satisfy this condition WestMed Sub’s purchase of WNC’s entire Partnership interest (the “Third Party Tenant EstoppelsAdditional Interest”). If Tenant terminates WestMed Sub exercises the Option, CMS shall use its best efforts to obtain such consents; provided, however, that this Section 7.3(a) shall not rewire CMS or WNC to pay money to any person or entity or agree to any additional terms or conditions in exchange for such consents; (b) WestMed shall have delivered (or shall have caused to be delivered) to Lender at or prior to the Purchase Agreement Closing the Replacement Letter of Credit in substitution for the Existing Letter of Credit, and shall have caused the Existing Letter of Credit to be returned to WNC or CMS, as a result of the disapproval of any such estoppel certificates, then the terms of Section 31.9(a) shall controlapplicable; (c) The Parties WestMed shall execute, acknowledge (where applicable) and deliver to Escrow Agent (as defined in the Purchase Agreement) the Purchase Agreement and all instruments and documents contemplated to be delivered have reimbursed WNC at the Closing pursuant or prior to the Purchase Agreement (collectivelyClosing in the amount of the Security Deposit, whereupon WNC and/or CMS, as applicable, shall assign the “Closing Documents”)Security Deposit then deposited with Landlord to WestMed Sub; (d) Tenant WestMed and WestMed Sub shall deposit with Escrow Agent assume all obligations relating to the amount required to close Project at and after the transactions contemplated by the Purchase Agreement pursuant to, and in accordance with, the terms and provisions date of the Purchase AgreementClosing (the “Assumed Liabilities”) and shall indemnify and hold WNC and CMS harmless from and against all liabilities resulting from any Assumed Liability; (e) WNC shall have delivered to WestMed Sub a closing certificate, signed by an officer of WNC and dated the Closing Date, to the effect that: (i) WNC is a corporation validly existing and in good standing under the laws of the State of its incorporation; and (ii) WNC has the right; authority, power and capacity to sell the Additional Interest to WestMed Sub, free and clear of any restriction, charge, claim or encumbrance; and (ef) Subject The Partnership shall have distributed to WNC the terms hereof and Cash Flow of the terms Partnership, in accordance with WNC’s Percentage Interest in the Partnership, for all periods through the date of the Purchase Agreement, the Parties shall be obligated to close the transactions contemplated by the Purchase Agreement on the date that is thirty (30) days after the delivery of the Exercise Notice, or such later date pursuant to the terms of the Purchase Agreement or Section 31.9 (the “Closing Date”), whereby Landlord shall sell the Property to Tenant, and Tenant shall purchase the Property from Landlord, for the Purchase Price and otherwise subject to and on the terms and conditions set forth in the Purchase Agreement and the Closing DocumentsClosing.

Exercise of Purchase Option. If Tenant wishes For a Convertible Note to exercise be so purchased at the Purchase Optionoption of the Holder, Tenant shall deliver to Landlord the Paying Agent must receive: (i) from the Holder a written notice of ▇▇▇▇▇▇’s election to irrevocably exercise the purchase (a “Purchase Option (“Exercise Notice”) no later than at any time from the last day opening of business on the date that is 20 Business Days prior to the Purchase Date until the close of business on the fifth Business Day prior to such Purchase Date stating: (A) the portion of the principal amount of the Convertible Note which the Holder will deliver to be purchased, which portion must be in principal amounts of $1,000 or an integral multiple thereof; (B) that such Convertible Note shall be purchased as of the Purchase Option Period. Upon exercise Date pursuant to the terms and conditions specified in paragraph 6 of the Global Security and in this Indenture, (C) if an Accounting Event has occurred and the Company has elected, pursuant to Section 3.3(c), to pay all or part of the Purchase Option Price in accordance with the foregoingCommon Shares, the Parties shall proceed as follows: (a) The Parties shall fill out the Purchase Agreement attached hereto as Exhibit I (the “Purchase Agreement”) by inserting the Closing Datewhether, if such portion of the Purchase Price and shall ultimately become payable entirely in cash because any of the other blanks in conditions to payment of the Purchase Agreement pursuant to the drafting notes contained therein and attach the legal description as Exhibit A thereto; (b) Upon receipt of the Exercise Notice, Landlord shall promptly use commercially reasonable efforts to obtain and deliver to Tenant Price in Common Shares is not satisfied prior to the Closing executed tenant estoppel certificates (dated not earlier than 90 days prior to close of business on the date that the Closing occursrelevant Purchase Date as set forth in Section 3.3(e), from each tenant and other parties-in-possession at the Property in the form attached hereto as Exhibit M and it shall be a condition precedent to the obligation of Tenant to Closing that each such tenant has provided an estoppel certificate in such form or in such other reasonable form so long as such estoppel confirms, at a minimum: Holder elects (i) a true, correct and complete copy to withdraw such Purchase Notice as to some or all of the Convertible Notes to which such tenant’s or other party’s lease or other occupancy agreement Purchase Notice relates (including, without limitation, all amendments, modifications or supplements thereof or theretostating the expected principal amount of the Convertible Notes as to which such withdrawal shall relate), or (ii) to the knowledge receive cash in respect of the tenantentire Purchase Price for all Convertible Notes (or portions thereof) to which such Purchase Notice relates, there are no defaults under and (D) delivery of such Convertible Note to the applicable lease Paying Agent prior to, on or other occupancy agreement, and after the Purchase Date (iiitogether with all necessary endorsements) provide no information inconsistent with Tenant’s understanding at the offices of the Paying Agent, such delivery being a condition to receipt by the Holder of the PropertyPurchase Price therefor, together with all accrued interest; provided, howeverhowever that such Purchase Price, together with all accrued interest, shall be so paid pursuant to this Section 3.3 only if the Convertible Note so delivered to the Paying Agent shall conform in all respects to the description thereof in the related Purchase Notice, as determined by the Company. If a Holder, in a Purchase Notice or a written notice of withdrawal delivered to the Paying Agent in accordance with Section 3.5, fails to indicate such Holder’s choice with respect to the election set forth in clause (C) of Section 3.3(b)(i), such Holder shall be deemed to have elected to receive cash in respect of the entire Purchase Price for all Convertible Notes subject to such Purchase Notice in the circumstances set forth in such clause (C). The Company shall purchase from the Holder thereof, pursuant to this Section 3.3, a portion of a Convertible Note if the Principal Amount of such portion is $1,000 or an integral multiple of $1,000. Provisions of this Indenture that either party apply to the purchase of all of a Convertible Note also apply to the purchase of such portion of such Convertible Note. Any purchase by the Company contemplated pursuant to the provisions of this Section 3.3 shall be consummated by the delivery of the consideration to be received by the Holder within three Business Days following the Purchase Date. Notwithstanding anything herein to the contrary, any Holder delivering to the Paying Agent the Purchase Notice contemplated by this Section 3.3(b) shall have the right to extend withdraw such Purchase Notice at any time prior to the Closing Date for up to sixty (60) days in order to allow additional time to satisfy this condition (the “Third Party Tenant Estoppels”). If Tenant terminates close of business on the Purchase Agreement as Date by delivery of a result written notice of withdrawal to the Paying Agent in accordance with Section 3.5. The Paying Agent shall promptly notify the Company of the disapproval receipt by it of any such estoppel certificates, then the terms Purchase Notice or written notice of Section 31.9(a) shall control; (c) The Parties shall execute, acknowledge (where applicable) and deliver to Escrow Agent (as defined in the Purchase Agreement) the Purchase Agreement and all instruments and documents contemplated to be delivered at the Closing pursuant to the Purchase Agreement (collectively, the “Closing Documents”); (d) Tenant shall deposit with Escrow Agent the amount required to close the transactions contemplated by the Purchase Agreement pursuant to, and in accordance with, the terms and provisions of the Purchase Agreement; and (e) Subject to the terms hereof and the terms of the Purchase Agreement, the Parties shall be obligated to close the transactions contemplated by the Purchase Agreement on the date that is thirty (30) days after the delivery of the Exercise Notice, or such later date pursuant to the terms of the Purchase Agreement or Section 31.9 (the “Closing Date”), whereby Landlord shall sell the Property to Tenant, and Tenant shall purchase the Property from Landlord, for the Purchase Price and otherwise subject to and on the terms and conditions set forth in the Purchase Agreement and the Closing Documentswithdrawal thereof.

Exercise of Purchase Option. If Tenant wishes to exercise the Purchase Option, Tenant shall deliver to Landlord written notice of ▇▇▇▇▇▇Tenant’s election to irrevocably exercise the Purchase Option (“Exercise Notice”) no later than the last day of the Purchase Option Period. Upon exercise of the Purchase Option in accordance with the foregoing, the Parties shall proceed as follows: (a) The Parties shall fill out the Purchase Agreement attached hereto as Exhibit I (the “Purchase Agreement”) by inserting the Closing Date, the Purchase Price and the other blanks in the Purchase Agreement pursuant to the drafting notes contained therein and attach the legal description as Exhibit A thereto; (b) Upon receipt of the Exercise Notice, Landlord shall promptly use commercially reasonable efforts to obtain and deliver to Tenant prior to the Closing executed tenant estoppel certificates (dated not earlier than 90 days prior to the date that the Closing occurs), from each tenant and other parties-in-possession at the Property in the form attached hereto as Exhibit M and it shall be a condition precedent to the obligation of Tenant to Closing that each such tenant has provided an estoppel certificate in such form or in such other reasonable form so long as such estoppel confirms, at a minimum: (i) a true, correct and complete copy of such tenant’s or other party’s lease or other occupancy agreement (including, without limitation, all amendments, modifications or supplements thereof or thereto), (ii) to the knowledge of the tenant, there are no defaults under the applicable lease or other occupancy agreement, and (iii) provide no information inconsistent with Tenant’s understanding of the condition of the Property; provided, however, that either party shall have the right to extend the Closing Date for up to sixty (60) days in order to allow additional time to satisfy this condition (the “Third Party Tenant Estoppels”). If Tenant terminates the Purchase Agreement as a result of the disapproval of any such estoppel certificates, then the terms of Section 31.9(a) shall control; (c) The Parties shall execute, acknowledge (where applicable) and deliver to Escrow Agent (as defined in the Purchase Agreement) the Purchase Agreement and all instruments and documents contemplated to be delivered at the Closing pursuant to the Purchase Agreement (collectively, the “Closing Documents”); (d) Tenant shall deposit with Escrow Agent the amount required to close the transactions contemplated by the Purchase Agreement pursuant to, and in accordance with, the terms and provisions of the Purchase Agreement; and (e) Subject to the terms hereof and the terms of the Purchase Agreement, the Parties shall be obligated to close the transactions contemplated by the Purchase Agreement on the date that is thirty (30) days after the delivery of the Exercise Notice, or such later date pursuant to the terms of the Purchase Agreement or Section 31.9 (the “Closing Date”), whereby Landlord shall sell the Property to Tenant, and Tenant shall purchase the Property from Landlord, for the Purchase Price and otherwise subject to and on the terms and conditions set forth in the Purchase Agreement and the Closing Documents.

Exercise of Purchase Option. If Tenant wishes to In the event of Trump’s exercise of the Purchase Option, Tenant ▇▇▇▇▇ shall deliver or cause to Landlord written notice be delivered to Owner along with the Exercise Notice, a Letter of Credit in form and substance reasonably acceptable to Owner, securing the obligation of ▇▇▇▇▇ hereunder to pay to Owner the first [****] ($[*****]) Dollars due and payable under this Agreement (other than that portion of the Option Price payable upon execution of this Agreement and the obligations secured by the Initial Letter of Credit), whether in the form of payments of the Option Price (other than that portion of the Option Price payable upon execution of this Agreement) or Termination Fee or portions thereof (the “Secured Purchase Obligation”). Notwithstanding anything herein to the contrary, the Letter of Credit shall be released and automatically deemed to have been terminated and be of no further force or effect immediately upon the Owner’s receipt of the Secured Purchase Obligation. The closing of title (“Closing”) shall take place on the first business day following the ninetieth (90th) day after the Exercise Notice. At Closing, Owner shall (a) convey to ▇▇▇▇▇ or ▇▇▇▇▇’▇ designee, by special warranty deed, good and marketable fee simple title to the Property, insurable at regular rates without exception other than the matters specifically identified on Exhibit C attached hereto and made a part hereof (the “Permitted Exceptions”) and otherwise in compliance with the terms of Section 4 of the Ground Lease, (b) execute and deliver to ▇▇▇▇▇ or Trump’s election designee and Trump’s or Trump’s designee’s title insurer a title affidavit of Owner in form and substance reasonably acceptable to irrevocably exercise ▇▇▇▇▇ and/or its designee, and (c) execute and deliver to ▇▇▇▇▇ or Trump’s designee such other documents and/or instruments as may be reasonably required by ▇▇▇▇▇, ▇▇▇▇▇’▇ designee and/or either of the foregoing’s lenders or title insurers, provided that same do not impose any cost or material obligation on Owner or any affiliate of Owner. Owner and ▇▇▇▇▇ or Trump’s designee shall share equally any federal, state or local realty transfer tax (or other tax or obligation in lieu thereof) imposed as a result of such purchase and sale and shall pay same at Closing. The purchase price to be paid by ▇▇▇▇▇ or its designee to Owner at Closing for the Property shall be the sum of ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ****************************************************************************************** ******* The Purchase Price shall be adjusted between the parties ninety (90) days after the earlier of the end of the fifth (5th) year of substantially continuous gaming operations at the Property, and the tenth (10th) anniversary of Closing, to reflect the actual Gross Gaming Revenue during said five (5) years of operations and the applicable overpayment or underpayment shall be paid within five (5) days of the determination thereof; provided, however, in no event shall Owner be obligated to return any of the Purchase Price to ▇▇▇▇▇ or its designee as a result of such adjustment unless a gaming facility has been substantially continuously open and operating at the Property for at least five (5) years. If ▇▇▇▇▇ timely and properly delivers the Exercise Notice and Letter of Credit (collectively, the “Purchase Exercise Documents”), but Owner fails to satisfy each of its obligations with respect to the Purchase Option as set forth herein, then ▇▇▇▇▇ shall, following forty-five (“Exercise Notice”45) no later than the last day of the Purchase Option Period. Upon exercise of the Purchase Option days’ written notice to Owner (unless Owner cures such failure within said forty-five (45) days), have any and all rights and remedies at law or in accordance with the foregoingequity including, but not limited to, the Parties shall proceed as follows: (a) The Parties shall fill out right to rescind the Purchase Agreement attached hereto as Exhibit I (the “Purchase Agreement”) by inserting the Closing Date, the Purchase Price Exercise Notice and the other blanks in right to require the Purchase Agreement pursuant to immediate return of all payments made toward the drafting notes contained therein and attach the legal description as Exhibit A thereto; (b) Upon receipt of the Exercise Notice, Landlord shall promptly use commercially reasonable efforts to obtain and deliver to Tenant prior to the Closing executed tenant estoppel certificates (dated not earlier than 90 days prior to the date that the Closing occurs), from each tenant and other parties-in-possession at the Property in the form attached hereto as Exhibit M and it shall be a condition precedent to the obligation of Tenant to Closing that each such tenant has provided an estoppel certificate in such form or in such other reasonable form so long as such estoppel confirms, at a minimum: (i) a true, correct and complete copy of such tenant’s or other party’s lease or other occupancy agreement (including, without limitation, all amendments, modifications or supplements thereof or thereto), (ii) to the knowledge of the tenant, there are no defaults under the applicable lease or other occupancy agreement, and (iii) provide no information inconsistent with Tenant’s understanding of the condition of the PropertyOption Price; provided, however, that either party in the event Owner cures such default within the foregoing forty-five (45) day period, then the rescinding of the Exercise Notice shall be null and void and Owner shall not be obligated to return any payments made toward the Option Price. In addition, and notwithstanding anything in this Agreement to the contrary, ▇▇▇▇▇ shall have the right, within forty-five (45) days of the expiration of Owner’s right to extend the Closing Date for up cure its default, to sixty (60) days in order to allow additional time to satisfy this condition (the “Third Party Tenant Estoppels”). If Tenant terminates the Purchase Agreement as a result of the disapproval of any such estoppel certificates, then the terms of Section 31.9(a) shall control; (c) The Parties shall execute, acknowledge (where applicable) and deliver to Escrow Agent (as defined in the Purchase Agreement) the Purchase Agreement and all instruments and documents contemplated to be delivered at the Closing an Exercise Notice pursuant to the Purchase Agreement (collectively, the “Closing Documents”); (d) Tenant shall deposit with Escrow Agent the amount required to close the transactions contemplated by the Purchase Agreement pursuant to, and in accordance with, the terms and provisions Lease Option. The obligations of the Purchase Agreement; and (e) Subject to the terms hereof and the terms of the Purchase Agreement, the Parties parties hereunder shall be obligated to close the transactions contemplated by the Purchase Agreement on the date that is thirty (30) days after the delivery of the Exercise Notice, or such later date pursuant to the terms of the Purchase Agreement or Section 31.9 (the “Closing Date”), whereby Landlord shall sell the Property to Tenant, and Tenant shall purchase the Property from Landlord, for the Purchase Price and otherwise subject to and on the terms and conditions set forth in the Purchase Agreement and the Closing Documentssurvive Closing.