Common use of Manner of Purchase Clause in Contracts

Manner of Purchase. (a) The closing with respect to the Initial Purchase (the "Initial Closing") shall take place on or before December 31, 1996 or such other date mutually agreed upon by ▇▇▇▇▇ and Seller. Thereafter, Buyer shall have the right, at its sole option, to exercise its option with respect to the Option Property in accordance with Paragraph 2(b) below during the period commencing on -------------- the date of the consummation of the Initial Closing and continuing through December 31, 2003 (the "Option Period"), on which date this Agreement shall terminate and Buyer shall have no further rights to acquire any portion of the Option Property; provided, however, that no Option Effective Date (as defined in Paragraph 2(b) herein) shall be less than 120 days prior to the expiration of --------------------- the Option Period. Each closing with respect to all or a portion of the Option Property shall be referred to herein as a "Closing." Commencing with the Initial Closing and continuing until such time as ▇▇▇▇▇'s option rights on the Option Property are terminated pursuant to this Agreement, ▇▇▇▇▇ agrees that it shall be responsible for payment of all real estate taxes, personal property taxes, ad valorem taxes, rollback taxes, general and special assessments, or any other taxes imposed or levied against the Option Property. ▇▇▇▇▇ and ▇▇▇▇▇▇ agree to prorate such charges as of the date of termination of Buyer's option rights with respect to any portion of the Option Property not purchased by Buyer, with Buyer being responsible for all such taxes for the calendar year in which such termination occurs through the date of termination, and Seller being responsible for all such taxes after the effective date of such termination. Seller shall provide to Buyer a statement setting forth all such taxes with respect to the Option Property, together with supporting documentation, at least thirty (30) days prior to such taxes becoming first due. If the Option Property is a separately assessed tax parcel, Buyer shall remit such amount directly to the applicable taxing authority prior to such taxes becoming delinquent; if the Option Property is part of a larger tax parcel, Buyer shall pay the taxes with respect to the Option Property to Seller prior to the date on which same would become delinquent. Buyer shall have the right to protest the amount of such taxes with respect to the Option Property so long as Buyer escrows the contested tax amount with a third party escrow agent or as otherwise required by applicable law so that such contest does not result in the imposition of any lien upon the Option Property or other real property owned by Seller. Seller agrees to reasonably cooperate with any such contest by ▇▇▇▇▇ provided that all of Seller's costs and expenses (including reasonable attorneys' fees) in connection therewith shall be paid by ▇▇▇▇▇. (b) After Buyer has closed on the Initial Purchase so long as Buyer is not in default under this Agreement, Buyer may elect, at its sole option, to purchase additional portions of the Property after the Closing of the Initial Purchase, by providing written notice of such election to Seller. Buyer shall deliver together with its notice of election a Survey (as defined in Paragraph 4 ----------- herein) identifying the applicable portion of the Option Property to be acquired and a legal description thereof. In the event of any such election by ▇▇▇▇▇ during the Option Period, the date that such notice is considered given or delivered pursuant to Paragraph 21 of this Agreement shall be deemed the ------------ Effective Date with respect to such portion of the Option Property (each an "Option Effective Date"); provided, however, that no Option Effective Date shall be less than one hundred twenty (120) days prior to the expiration of the Option Period. Buyer hereby agrees that in selecting the applicable portions of the Option Property to be acquired under this Paragraph 2(b), Buyer shall generally -------------- select portions of the Option Property in the sequences shown on the preliminary concept sketch plan attached hereto as EXHIBIT B and incorporated herein by --------- reference; provided, however, that Seller acknowledges that the progression of acquisition and development shown on EXHIBIT B is strictly preliminary and that --------- the exact size, acreage, and location of Buyer's elections are subject to change by Buyer during the course of this Agreement in accordance with market and development conditions. Buyer, however, agrees that in making its selections, (i) Buyer shall select portions of the Option Property which are contiguous to those portions previously acquired by Buyer, (ii) the size and acreage of each selection shall be sufficient for the development a minimum of two (2) standard time-share buildings by Buyer in accordance with the requirements of all applicable governmental authorities, (iii) that Buyer's selections shall not leave Seller with any portion of the Option Property without direct access to Central Parkway and (iv) that Seller shall have the right to approve the precise configuration of each election, which Seller shall not exercise in a commercially unreasonable manner (the parties agree it shall not be commercially unreasonable to disapprove any configuration which leaves gaps or gerrymanders the Property). (c) In the event that Buyer shall exercise its option to purchase all or any portion of the Option Property during the Option Period and shall fail to close on the purchase thereof for any reason other than Seller's default, a failure of a condition to Buyer's obligations under this Agreement, or the exercise of Buyer's right to terminate its election within the applicable Investigation Period pursuant to Paragraph 8 herein, then in such event Buyer's ----------- option on the Option Property shall be terminated and Buyer shall have no further rights to purchase any portion of the Option Property. Buyer may also, at its election, voluntarily terminate its option rights under this Agreement at any time prior to the expiration of the Option Period by written notice to Seller. (d) Seller hereby agrees to grant to Buyer upon reasonable request, any utility, access, construction or other easements, and to join in granting and dedicating to governmental authorities, utility companies or others providing access or utility services as reasonably required by Buyer on, over, under or across any portion of the Option Property, in order to permit Buyer to have reasonable construction access to a public right-of-way and reasonable access to utility services to serve those portions of the Property previously acquired by Buyer to the extent such construction access or utility service is not otherwise reasonably available to such portions of the Property owned by Buyer. Likewise, Buyer hereby agrees to grant to Seller, upon reasonable request, any utility, access, construction or other easements, and to join in granting and dedicating to governmental authorities, utility companies or others providing access or utility services as reasonably required by Seller on, over, under or across any portion of the Property owned by Buyer or the Option Property not yet acquired by Buyer, for reasonable access to utility services to serve that portion of the Option Property not yet acquired by Buyer and other property owned by Seller and adjoining the Property, to the extent that such utility service is not otherwise reasonably available to such property owned by Seller. The location of any easements granted under this Paragraph 2(d) shall in no event interfere with the -------------- actual or contemplated development of the respective properties of Buyer and Seller. This obligation shall survive each Closing so long as Buyer's option rights under this Agreement are outstanding. Any utility easements granted hereunder shall include the right to install, construct, replace, maintain and repair the applicable utility facilities. In addition, any easement located on, over, under or across the Option Property at Buyer's request pursuant to this subparagraph (d) shall be subject to relocation by Seller at Buyer's cost and expense in the event that Buyer does not acquire the portion of the Option Property over which such easement is located and Buyer's option rights under this Agreement are terminated or expired; provided, however, that the relocation of said easements shall occur in a commercially reasonable manner with minimum disruption of service to the portions of the Property served by such easement.

Manner of Purchase. (ai) The closing with respect If the Purchasing Bank receives a Purchase Certificate from the Paying Agent no later than (x) 12:30 p.m. on the specified Purchase Date, in the case of Unremarketed Bonds that are in the Weekly Mode, or (y) 1:00 p.m. on the specified Purchase Date, in the case of Unremarketed Bonds that are in the Daily Mode or in the Flexible Mode, the Purchasing Bank will, subject to the Initial Purchase (the "Initial Closing") shall take place on or before December 31, 1996 or such other date mutually agreed upon by ▇▇▇▇▇ and Seller. Thereafter, Buyer shall have the right, at its sole option, to exercise its option with respect to the Option Property in accordance with Paragraph 2(b) below during the period commencing on -------------- the date satisfaction of the consummation of the Initial Closing other terms and continuing through December 31, 2003 (the "Option Period"), on which date this Agreement shall terminate and Buyer shall have no further rights to acquire any portion of the Option Property; provided, however, that no Option Effective Date (as defined conditions set forth in Paragraph 2(b) herein) shall be less than 120 days prior to the expiration of --------------------- the Option Period. Each closing with respect to all or a portion of the Option Property shall be referred to herein as a "Closing." Commencing with the Initial Closing and continuing until such time as ▇▇▇▇▇'s option rights on the Option Property are terminated pursuant to this Agreement, ▇▇▇▇▇ agrees that it shall be responsible for payment of all real estate taxes, personal property taxes, ad valorem taxes, rollback taxes, general and special assessments, or any other taxes imposed or levied against the Option Property. ▇▇▇▇▇ and ▇▇▇▇▇▇ agree to prorate transfer not later than 3:00 p.m. on such charges as of the date of termination of Buyer's option rights with respect to any portion of the Option Property not purchased by Buyer, with Buyer being responsible for all such taxes for the calendar year in which such termination occurs through the date of termination, and Seller being responsible for all such taxes after the effective date of such termination. Seller shall provide to Buyer a statement setting forth all such taxes with respect Purchase Date to the Option PropertyPaying Agent, together with supporting documentationin funds to be available as specified in such Purchase Certificate, at least thirty (30) days prior to such taxes becoming first due. If the Option Property is a separately assessed tax parcel, Buyer shall remit such an amount directly equal to the applicable taxing authority prior to aggregate Purchase Price for such taxes becoming delinquent; if the Option Property is part of a larger tax parcel, Buyer shall pay the taxes with respect to the Option Property to Seller prior to the date on which same would become delinquentUnremarketed Bonds. Buyer shall have the right to protest the amount of such taxes with respect to the Option Property so long as Buyer escrows the contested tax amount with a third party escrow agent or as otherwise required by applicable law so that such contest does not result in the imposition of any lien upon the Option Property or other real property owned by Seller. Seller The Purchasing Bank agrees to reasonably cooperate with any such contest by ▇▇▇▇▇ provided that all of Seller's costs and expenses (including reasonable attorneys' fees) in connection therewith shall be paid by ▇▇▇▇▇use its own funds to purchase Unremarketed Bonds. (bii) After Buyer has closed Upon receiving a Purchase Certificate from the Paying Agent, the Purchasing Bank shall promptly give each Participating Bank telephonic notice (confirmed in writing) of (A) the applicable Purchase Date, (B) the aggregate amount of Disbursements to be made on such date and (C) such Participating Bank's Participation Share of such aggregate amount of Disbursements. Each Participating Bank shall pay to the Purchasing Bank such Participating Bank's Participation Share of the Disbursements to be made on the Initial specified Purchase so long as Buyer is not in default under this Agreement, Buyer may elect, at its sole option, to purchase additional portions of the Property after the Closing of the Initial Purchase, by providing written notice of such election to Seller. Buyer shall deliver together with its notice of election a Survey Date no later than (as defined in Paragraph 4 ----------- hereinA) identifying the applicable portion of the Option Property to be acquired and a legal description thereof. In the event of any such election by ▇▇▇▇▇ during the Option Period, 3:00 p.m. on the date that such notice is considered given or delivered pursuant to Paragraph 21 of this Agreement shall be deemed the ------------ Effective Date with respect to such portion of Bank (or, if later, the Option Property specified Purchase Date) if such notice is given by 1:30 p.m. on any Domestic Business Day, or (each an "Option Effective Date"); provided, however, that no Option Effective Date shall be less than one hundred twenty (120B) days prior to the expiration of the Option Period. Buyer hereby agrees that in selecting the applicable portions of the Option Property to be acquired under this Paragraph 2(b), Buyer shall generally -------------- select portions of the Option Property in the sequences shown 12:00 p.m. on the preliminary concept sketch plan attached hereto as EXHIBIT B and incorporated herein by --------- reference; provided, however, that Seller acknowledges that Domestic Business Day following the progression of acquisition and development shown date such notice is given to such Bank if such notice is given after 1:30 p.m. on EXHIBIT B is strictly preliminary and that --------- any Domestic Business Day on or after the exact size, acreage, and location of Buyer's elections are subject to change by Buyer during the course of this Agreement in accordance with market and development conditionsspecified Purchase Date. Buyer, however, agrees that in making its selections, (i) Buyer shall select portions of the Option Property which are contiguous to those portions previously acquired by Buyer, (ii) the size and acreage of each selection shall be sufficient for the development If a minimum of two (2) standard time-share buildings by Buyer in accordance with the requirements of all applicable governmental authorities, (iii) that Buyer's selections shall not leave Seller with any portion of the Option Property without direct access to Central Parkway and (iv) that Seller shall have the right to approve the precise configuration of each election, which Seller shall not exercise in a commercially unreasonable manner (the parties agree it shall not be commercially unreasonable to disapprove any configuration which leaves gaps or gerrymanders the Property). (c) In the event that Buyer shall exercise its option to purchase all or any portion of the Option Property during the Option Period and shall fail to close on the purchase thereof Participating Bank should for any reason other than Seller's default, a failure of a condition not make any payment to Buyer's obligations under this Agreement, or the exercise of Buyer's right to terminate its election within the applicable Investigation Period pursuant to Paragraph 8 herein, then in such event Buyer's ----------- option Purchasing Bank hereunder on the Option Property date such payment is due, the Purchasing Bank shall be terminated entitled to recover from such Participating Bank such amounts, plus interest thereon from and Buyer shall have no further rights including the date such payment was due to purchase any portion of but excluding the Option Property. Buyer may also, day such amounts are recovered by the Purchasing Bank at its election, voluntarily terminate its option rights under this Agreement the Federal Funds Rate until (and including) the third Domestic Business Day after the date due and thereafter at any time prior to the expiration of the Option Period by written notice to SellerBase Rate plus 2 percent. (d) Seller hereby agrees to grant to Buyer upon reasonable request, any utility, access, construction or other easements, and to join in granting and dedicating to governmental authorities, utility companies or others providing access or utility services as reasonably required by Buyer on, over, under or across any portion of the Option Property, in order to permit Buyer to have reasonable construction access to a public right-of-way and reasonable access to utility services to serve those portions of the Property previously acquired by Buyer to the extent such construction access or utility service is not otherwise reasonably available to such portions of the Property owned by Buyer. Likewise, Buyer hereby agrees to grant to Seller, upon reasonable request, any utility, access, construction or other easements, and to join in granting and dedicating to governmental authorities, utility companies or others providing access or utility services as reasonably required by Seller on, over, under or across any portion of the Property owned by Buyer or the Option Property not yet acquired by Buyer, for reasonable access to utility services to serve that portion of the Option Property not yet acquired by Buyer and other property owned by Seller and adjoining the Property, to the extent that such utility service is not otherwise reasonably available to such property owned by Seller. The location of any easements granted under this Paragraph 2(d) shall in no event interfere with the -------------- actual or contemplated development of the respective properties of Buyer and Seller. This obligation shall survive each Closing so long as Buyer's option rights under this Agreement are outstanding. Any utility easements granted hereunder shall include the right to install, construct, replace, maintain and repair the applicable utility facilities. In addition, any easement located on, over, under or across the Option Property at Buyer's request pursuant to this subparagraph (d) shall be subject to relocation by Seller at Buyer's cost and expense in the event that Buyer does not acquire the portion of the Option Property over which such easement is located and Buyer's option rights under this Agreement are terminated or expired; provided, however, that the relocation of said easements shall occur in a commercially reasonable manner with minimum disruption of service to the portions of the Property served by such easement.