Common use of Option to Purchase Property Clause in Contracts

Option to Purchase Property. Owner hereby grants to TRC, and TRC shall have, the exclusive Option to purchase and retain all of Owner’s right, title and interest in the Property. The Option shall be exercised after completion of a feasibility study for the mining of the Property and the decision by TRC’s board of directors to commence commercial production of Minerals from the Property, and shall be exercised by written notice to Owner together with (1) a copy of said feasibility study, (2) a written resolution by said board to commence commercial production of Minerals from the Property, and (3) one million (1,000,000) TRC common shares issued and delivered to Owner in proportion to Owner’s interest in this Agreement (that is, 850,000 shares will be issued and delivered to ▇▇▇▇▇▇ Van Ert and 150,000 shares will be issued and delivered to ▇▇▇▇ ▇▇▇▇▇▇▇). Owner acknowledges that the stock certificates evidencing such shares may carry a legend that indicates that the shares have not been registered under the Securities Act of 1933, as amended. If TRC’s stock is registered on the Toronto Stock Exchange or any other stock exchange, Owner may elect to take any or all shares to which it is entitled hereunder through that exchange upon notice to TRC. If the Option is timely exercised by TRC, the Parties shall close the purchase and sale of the Property at a closing (the “Option Closing”) to be held at 10:00 a.m. on the date that is ten (10) days following Owner’s receipt of the notice of exercise of the Option and said study, resolution and shares, at a location in Reno, Nevada , specified by TRC in its notice, unless the Parties otherwise mutually agree. At the Option Closing, the following shall occur: (i) Owner shall deliver to TRC a duly executed release of the Deed of Trust in recordable form, (ii) Owner shall notify DMYL to deliver the Reconveyance Deed to TRC, (iii) this Agreement shall terminate, subject to the provisions of Section 11.5 below. The provisions of Section 4.1. A above shall apply to the TRC shares issued and delivered pursuant to this Section 6.1.

Appears in 1 contract

Sources: Land Acquisition Agreement (Timberline Resources Corp)

Option to Purchase Property. Owner hereby grants A. Subject to TRCthe terms and conditions hereof and provided that the Property has not been previously conveyed to a third party pursuant to the terms set forth in Paragraph 40 above, and TRC Tenant shall have, have an option (the exclusive Option "Option") to purchase and retain all of Owner’s right, title and interest in the Property. The Option shall be exercised exercised, if at all, by Tenant delivering written notice of its exercise of the Option to Landlord prior to the earlier of (i) the date ninety (90) months after completion Landlord acquires title to the Property, or (ii) the date of Tenant's election not to exercise its right of first refusal under Paragraph 39 hereof if the Property is in fact sold to the third party pursuant to the terms and conditions set forth in the right of first refusal notice. In the event Tenant shall fail to deliver written notice exercising the Option when required, the Option shall automatically terminate and be of no further force or effect. Tenant may not exercise the Option during any period of an Event of Default under this Lease. If Tenant exercises the Option in a feasibility study timely manner, Landlord shall be obligated to sell, and Tenant shall be obligated to purchase, the Property, as hereinafter provided. The purchase price (the "Purchase Price") for the mining Property shall be the greater of (i) the Property's appraised fair market value, as determined in Paragraph 40B below reduced by an amount equal to the total of all supplemental payments paid by Tenant to Landlord under the provisions of Paragraph 6.2 of this Lease, or (ii) the then current net book value of the Property as carried on the Landlord's books. B. If the Tenant exercises the Option, Tenant and Landlord each shall, within ten (10) business days from the decision by TRC’s board date Tenant notifies Landlord of directors to commence commercial production Tenant's exercise of Minerals from the Option, appoint a real estate appraiser who shall be a member of the American Institute of Real Estate Appraisers ("AIREA") and such appraisers shall each determine the fair market value of the Property, including all improvements thereon. Each such appraiser shall have no less than five (5)years' experience appraising commercial property in Kelso, Washington and shall be exercised by written notice the surrounding County. Such appraisers shall, with twenty (20) business days after their appointment, complete their appraisals and submit their appraisal reports to Owner together with (1) a copy of said feasibility study, Landlord and Tenant. If the fair market value established in the two (2) a written resolution appraisals varies by said board to commence commercial production five percent (5%) or less of Minerals from the Propertyhigher appraisal, and (3) one million (1,000,000) TRC common shares issued and delivered to Owner in proportion to Owner’s interest in this Agreement (that is, 850,000 shares will the average of the two shall be issued and delivered to ▇▇▇▇▇▇ Van Ert and 150,000 shares will be issued and delivered to ▇▇▇▇ ▇▇▇▇▇▇▇). Owner acknowledges that the stock certificates evidencing such shares may carry a legend that indicates that the shares have not been registered under the Securities Act of 1933, as amendedcontrolling. If TRC’s stock is registered on the Toronto Stock Exchange or any other stock exchange, Owner may elect to take any or all shares to which it is entitled hereunder through that exchange upon notice to TRC. If the Option is timely exercised said fair market value varies by TRC, the Parties shall close the purchase and sale more than five percent (5%) of the Property at a closing (the “Option Closing”) to be held at 10:00 a.m. on the date that is higher value, said appraisers, within ten (10) days following Owner’s receipt after submission of the notice of exercise last appraisal, shall appoint a third appraiser who shall be a member of the Option AIREA and said studywho shall also be experienced in the appraisal of commercial properties in the vicinity of the Property. Such third appraiser shall, resolution within twenty (20) business days after his appointment, determine by appraisal the fair market value of the Property taking into account the same factors referred to above, and shares, at a location in Reno, Nevada , specified submit his appraisal report to Landlord and Tenant. The fair market value determined by TRC in its noticethe third appraiser for the Property shall be controlling, unless it is less than that set forth in the Parties otherwise mutually agreelower appraisal previously obtained, in which case the value set forth in said lower appraisal shall be controlling, or unless it is greater than that set forth in the higher appraisal previously obtained, in which case the rental set forth in said higher appraisal shall be controlling. The appraisal shall not take into account any costs expended by Tenant after the Lease Commencement Date for construction of additional buildings or building additions and for the build-out of the second floor of the administration building. If either Landlord or Tenant fails to appoint an appraiser, or if an appraiser appointed by either of them fails, after his appointment, to submit his appraisal within the required period in accordance with the foregoing, the appraisal submitted by the appraiser properly appointed and timely submitting his appraisal shall be controlling. If the two appraisers appointed by Landlord and Tenant are unable to agree upon a third appraiser within the required period in accordance with the foregoing, application shall be made within twenty (20) days thereafter by either Landlord or Tenant to the AIREA, which shall appoint a member of said institute willing to serve as appraiser. The cost of all appraisals under this subparagraph shall be borne equally by Landlord and Tenant. 124 C. Once the Purchase Price has been determined by the parties, close of escrow shall take place sixty (60) days thereafter. At the Option Closingclose of escrow, Landlord shall convey fee title to the following Property to Tenant "As Is" and without warranty or representation. The Purchase Price shall occur: (i) Owner be paid by Tenant to Landlord in cash at the close of escrow. Seller shall deliver to TRC a duly executed release pay its normal closing costs, including title insurance premiums, real estate excise taxes, and other transfer taxes. Purchaser shall pay its normal closing costs, including recording of the Deed and recording of Trust any loan documents and title insurance for any lender that may be involved in recordable formfinancing the cash Purchase Price. Seller and Purchaser shall each pay one-half of the escrow fees. D. The Option rights set forth in this Paragraph 40 are personal to Tenant and may not be transferred or assigned, (ii) Owner shall notify DMYL to deliver the Reconveyance Deed to TRCexcept in connection with a Permitted Transfer. LANDLORD: EMCON, (iii) this Agreement shall terminatea California corporation Date: 4/4/97 By: /s/R. Michael Momboisse ------------------------------ ------------------------------------ Its: CFO & VP Legal ----------------------------------- TENANT: COLUMBIA ANALYTICAL SERVICES, subject to the provisions of Section 11.5 belowINC. The provisions of Section 4.1. A above shall apply to the TRC shares issued and delivered pursuant to this Section 6.1.a Washington corporation Date: 4/4/97 By: /s/Steven W. Vincent ----------------------------- ----------------------------------- Its: President ---------------------------------- 125

Appears in 1 contract

Sources: Lease Agreement (Emcon)

Option to Purchase Property. Owner Lessor hereby grants to TRC, and TRC shall have, Lessee the exclusive Option right to purchase and retain all the property which is the subject of Owner’s right, title and interest this Lease. The perms of the purchase will be set forth in the Property. The Option shall be exercised after completion of a feasibility study for the mining of the Property Purchase Agreement previously executed between Lessee and the decision by TRC’s board of directors to commence commercial production of Minerals from the PropertyLessor, and shall be exercised by written notice to Owner together with (1) a copy of said feasibility studywhich is attached hereto as Exhibit "A," provided, (2) a written resolution by said board however, all times specified therein shall be deemed to commence commercial production of Minerals run from the Property, and (3) one million (1,000,000) TRC common shares issued and delivered to Owner in proportion to Owner’s interest in this Agreement (that is, 850,000 shares will be issued and delivered to ▇▇▇▇▇▇ Van Ert and 150,000 shares will be issued and delivered to ▇▇▇▇ ▇▇▇▇▇▇▇). Owner acknowledges that the stock certificates evidencing such shares may carry a legend that indicates that the shares have not been registered under the Securities Act date of 1933, as amended. If TRC’s stock is registered on the Toronto Stock Exchange or any other stock exchange, Owner may elect to take any or all shares to which it is entitled hereunder through that exchange upon notice to TRC. If the Option is timely exercised by TRC, the Parties shall close the purchase and sale of the Property at a closing (the “Option Closing”) to be held at 10:00 a.m. on the date that is ten (10) days following Owner’s receipt of the notice of exercise of the Option option and said studynot from any other date. In the event of any conflict between the terms of the Purchase Agreemtns and the Lease, resolution and shares, at a location in Reno, Nevada , specified by TRC in its notice, unless the Parties otherwise mutually agree. At the Option Closingincluding this Addendum, the following shall occur: (i) Owner shall deliver to TRC a duly executed release terms of the Deed Purchase Agreements shall control. The option to purchase shall be exercised by Lessee delivering to Lessor written notice of Trust its exercise of the option. This notice may be delivered at any time prior to March 1, 1999. If the notice by Lessee of its exercise of the option is delivered to Lessor on or before September 1, 1998, and the escrow for the purchase of the property closes on or before January 1, 1999, the purchase price, as defined in recordable formExhibit "A" hereto, (ii) Owner shall notify DMYL to deliver be $4,750,000. If the Reconveyance Deed to TRCoption 25 Fleet Capital Corporation March 26, (iii) this Agreement shall terminate1998 Page 41 is exercised after September 1, 1998 and before its expiration, the purchase price , as provided in Exhibit "A" attached hereto will be $5,250,000. Upon exercise of the option, the escrow for the purchase must close, in any event, on or before January 1, 2000. If not exercised, and subject to the provisions terms hereof, the option shall terminate on March 1, 1999. This option and the right of Section 11.5 belowfirst refusal provided elsewhere in this Addendum, shall evidence by a Memorandum of Options in the form of Exhibit "B", attached here to, which Memorandum of Option shall be recorded in the County Recorder of Los Angeles County. The provisions rights under this option may be assigned by Lessee to TMCI provided Lessor has reviewed and approved the most recent audited annual and unaudited financial statements of Section 4.1. A above shall apply to the TRC shares issued and delivered pursuant to this Section 6.1TMCI.

Appears in 1 contract

Sources: Lease Agreement (Tmci Electronics Inc)