Common use of Option to Purchase Property Clause in Contracts

Option to Purchase Property. (a) If the Company desires to assign, transfer, or otherwise dispose of all or a portion of the Property for value, Crown and Holding shall have the option, exercisable in the foregoing order of priority and succession, to purchase all of the Property. If the Company has not received an offer from a bona fide third party for the purchase of the Property, the price and terms of such sale shall be as agreed between Crown or Holding and the Company. (b) If the Company has received an offer from a bona fide third-party purchaser, the Company shall notify Crown and Holding setting forth (i) the identity and address of the proposed purchaser or other transferee thereof; (ii) that the Company has received a bona fide offer therefor, if a sale is contemplated; (iii) the cash and other consideration to be received by the Company in connection with such disposition; (iv) a true copy of the offer or agreement, if any, for such sale or other disposition and a certification by the Company that, to the best of its knowledge and belief, the offer or agreement is genuine and in all respects what it purports to be; (v) an offer to sell to Crown and Holding the Property, in that order of priority and succession, in accordance with this Section 8.5; and (vi) such other information as may be necessary or desirable in order to afford to Crown and Holding the benefits intended to be conferred by this Section 8.5. To the extent the terms of such sale or other transfer provide for the receipt by the Company of consideration other than cash or cash equivalents, the notice shall also include a fair market appraisal of such consideration prepared by a qualified independent appraiser. (c) Crown shall have 10 days after the effective date of the notice to elect to purchase all of the Property. To the extent Crown does not elect to purchase all of the Property, Holding shall have 10 days after the date of the expiration of Crown's option to elect to purchase all of the Property. Any such election shall be made by delivering written notice of such election to the Company within such applicable 10-day period. (d) If Crown or Holding has timely elected to purchase all of the Property to be sold, then such electing party shall purchase the Property within 30 days after expiration of the applicable period set forth herein, on a date and at a time designated in a written notice to be given at least two days in advance to the Company by the electing party, and at the principal place of Business of the Company. At the closing, the Company shall deliver a special warranty deed and other transfer documents acceptable to the electing party duly executed on behalf of the Company. (e) The purchase by the electing party shall be at the price and upon the same terms and conditions as contained in the notice unless the parties shall agree otherwise; provided, however, that if the notice provides for payment of all or any portion of the purchase price by delivery of consideration other than cash or cash equivalents, the electing party may make payment of such portion of the purchase price in cash or cash equivalents in the amount of the fair market value of such noncash consideration as set forth in the appraisal accompanying the notice. If, however, the electing party shall object to such appraisal of the noncash consideration within the time period set forth above for electing to purchase the Property, the fair market value shall be determined as set forth in Section 8.3(f). (f) If neither Crown nor Holding timely elect to purchase all of the Property pursuant to this Section 8.5, the Company, within 30 days after the expiration of the applicable option exercise period, may transfer the Property to the purchaser or other transferee named in the notice for the consideration and on the other terms set forth in the notice and not otherwise. Upon failure of the Company to effect such transfer pursuant to the terms and conditions contained in the notice within such 30-day period, the right to transfer such interest shall lapse, and any desired transfer thereafter shall be made only upon compliance again with the notice and election procedures of this Section 8.5.

Option to Purchase Property. (a) If the Company desires to assign, transfer, transfer or otherwise dispose of all or a portion of the Property for value, Crown Capco and Holding Foreco shall have the option, exercisable in the foregoing order of priority first by Capco and successionthereafter by Foreco, to purchase all of the PropertyProperty desired to be sold by the Company. If the Company has not received an offer from a bona fide third party for the purchase of the Property, the price and terms of such sale shall be as agreed between Crown to by Capco or Holding Foreco and the Company. (b) If the Company has received an offer from a bona fide third-third party purchaser, the Company shall notify Crown Capco and Holding Foreco setting forth (i) the identity and address of the proposed purchaser or other transferee thereof; (ii) that the Company has received a bona fide offer therefor, if a sale is contemplated; (iii) the cash and other consideration to be received by the Company in connection with such disposition; (iv) a true copy of the offer or agreement, if any, for such sale or other disposition and a certification by the Company that, to the best of its knowledge and belief, the offer or agreement is genuine and in all respects what it purports to be; (v) an offer to sell the Property to Crown Capco and Holding the Property, in that order of priority and succession, Foreco in accordance with this Section 8.57.7; and (vi) such other information as may be necessary or desirable in order to afford to Crown Capco and Holding Foreco the benefits intended to be conferred by this Section 8.57.7. To the extent the terms of such sale or other transfer provide for the receipt by the Company of consideration other than cash or cash equivalents, the notice shall also include a fair market appraisal of such consideration prepared by a qualified independent appraiser. (c) Crown Capco shall have 10 ten (10) days after the effective date of the notice to elect to purchase all of the Property. To the extent Crown Capco does not elect to purchase all of the Property, Holding Foreco shall have 10 ten (10) days after the date of the expiration of CrownCapco's option to elect to purchase all of the Property. Any such election shall to be made by delivering written notice of such election to the Company within such applicable 10-day ten (10)-day period. (d) If Crown Capco or Holding Foreco has timely elected to purchase all of the Property to be soldProperty, then such electing party shall purchase the Property within 30 five (5) days after expiration of the applicable period set forth herein, on a date and at a time designated by the electing party in a written notice to be given at least two (2) days in advance to the Company by the electing party, and at the principal place of Business business of the Company. At the closing, the Company shall deliver a special warranty deed and other transfer documents acceptable to the electing party duly executed on behalf of the Company. (e) The purchase by the electing party shall be at the price and upon the same terms and conditions as contained in the notice unless the parties Company and all Members shall agree otherwise; provided, however, that if the notice provides for payment of all or any portion of the purchase price by delivery of consideration other than cash or cash equivalents, the electing party may make payment of pay such portion of the purchase price in cash or cash equivalents in the amount of the fair market value of such noncash non-cash consideration as set forth in the appraisal accompanying the notice. If, however, the electing party shall object to such appraisal of the noncash non-cash consideration within the time period set forth above for electing to purchase the Property, the fair market value shall be determined as set forth in Section 8.3(f7.3(f). (f) If neither Crown Capco nor Holding Foreco timely elect elects to purchase all of the Property pursuant to this Section 8.57.7, the Company, within 30 thirty (30) days after the expiration of the applicable option exercise period, may transfer the Property to the purchaser or other transferee named in the notice for the consideration and on the other terms set forth in the notice and not otherwise. Upon failure of the Company to effect such transfer pursuant to the terms and conditions contained in the notice within such 30-day thirty (30)-day period, the right to transfer such interest shall lapse, and any desired transfer thereafter shall be made only upon compliance again with the notice and election procedures of this Section 8.57.7.

Option to Purchase Property. (a) If the Company desires to assign, transfer, transfer or otherwise dispose of all or a portion of the Property for value, Crown Capco and Holding Foreco shall have the option, exercisable in the foregoing order of priority first by Capco and successionthereafter by Foreco, to purchase all of the PropertyProperty desired to be sold by the Company. If the Company has not received an offer from a bona fide third party for the purchase of the Property, the price and terms of such sale shall be as agreed between Crown to by Capco or Holding Foreco and the Company. (b) If the Company has received an offer from a bona fide third-third party purchaser, the Company shall notify Crown Capco and Holding Foreco setting forth (i) the identity and address of the proposed purchaser or other transferee thereof; (ii) that the Company has received a bona fide offer therefor, if a sale is contemplated; (iii) the cash and other consideration to be received by the Company in connection with such disposition; (iv) a true copy of the offer or agreement, if any, for such sale or other disposition and a certification by the Company that, to the best of its knowledge and belief, the offer or agreement is genuine and in all respects what it purports to be; (v) an offer to sell the Property to Crown Capco and Holding the Property, in that order of priority and succession, Foreco in accordance with this Section 8.57.7; and (vi) such other information as may be necessary or desirable in order to afford to Crown Capco and Holding Foreco the benefits intended to be conferred by this Section 8.57.7. To the extent the terms of such sale or other transfer provide for the receipt by the Company of consideration other than cash or cash equivalents, the notice shall also include a fair market appraisal of such consideration prepared by a qualified independent appraiser. (c) Crown Capco shall have 10 ten (10) days after the effective date of the notice to elect to purchase all of the Property. To the extent Crown Capco does not elect to purchase all of the Property, Holding Foreco shall have 10 ten (10) days after the date of the expiration of CrownCapco's option to elect to purchase all of the Property. Any such election shall to be made by delivering written notice of such election to the Company within such applicable 10-day ten (10)-day period. (d) If Crown Capco or Holding Foreco has timely elected to purchase all of the Property to be soldProperty, then such electing party shall purchase the Property within 30 five (5) days after expiration of the applicable period set forth herein, on a date and at a time designated by the electing party in a written notice to be given at least two (2) days in advance to the Company by the electing party, and at the principal place of Business business of the Company. At the closing, the Company shall deliver a special warranty deed and other transfer documents acceptable to the electing party duly executed on behalf of the Company. (e) The purchase by the electing party shall be at the price and upon the same terms and conditions as contained in the notice unless the parties Company and all Members shall agree otherwise; provided, however, that if the notice provides for payment of all or any portion of the purchase price by delivery of consideration other than cash or cash equivalents, the electing party may make payment of pay such portion of the purchase price in cash or cash equivalents in the amount of the fair market value of such noncash non-cash consideration as set forth in the appraisal accompanying the notice. If, however, the electing party shall object to such appraisal of the noncash non-cash consideration within the time period set forth above for electing to purchase the Property, the fair market value shall be determined as set forth in Section 8.3(f7.3(f). (f) If neither Crown Capco nor Holding Foreco timely elect elects to purchase all of the Property pursuant to this Section 8.57.7, the Company, within 30 thirty (30) days after the expiration of the applicable option exercise period, may transfer the Property to the purchaser or other transferee named in the notice for the consideration and on the other terms set forth in the notice and not otherwise. Upon failure of the Company to effect such transfer pursuant to the terms and conditions contained in the notice within such 30-thirty (30)- day period, the right to transfer such interest shall lapse, and any desired transfer thereafter shall be made only upon compliance again with the notice and election procedures of this Section 8.57.7.