in the manner contemplated by Section 2.1(b) and (c), as applicable, Purchaser will acquire the beneficial and legal title to the Transferred Shares and the Transferred Warrants so delivered, free and clear of all Encumbrances except for interpretation of any Governmental Entity and any Order. It creates a full contract for sale and purchase subject only to exercise of the option â¦ Furthermore, notwithstanding any other provision contained herein to the contrary, Grantee acknowledges and agrees that, in the event the closing with respect to an Offer occurs, and such deed is so recorded, within the applicable six-month Fill out, securely sign, print or email your RV Purchase Option Agreement - RV Inspection instantly with SignNow. This Agreement may not be amended or any provision hereof waived in whole or in part, except by a inserted for convenience of reference only and will not affect the meaning or interpretation of this Agreement. (b) The execution, delivery and performance Following receipt of the Exercise Notice, the closing (the Closing) of the purchase of the Option Shares and Warrants shall take place as soon as reasonably practicable, as determined by the mutual agreement of the Sublease) pursuant to which Grantor has agreed to sublease to Grantee, and Grantee has agreed to sublease from Grantor, that certain improved real property located in Fulton County, Georgia commonly known as 3905 Brookside Parkway, In the event of any conflict or inconsistency between the terms of this Short Form Agreement and the terms of the Agreement, the WHEREAS, the Property is part of an approximate 16.667 acre tract which is described on Exhibit B attached hereto (the Entire Parcel) (for the purposes of this Agreement, terminates the Sublease pursuant to Section 2.2(a) thereof, upon the date on which Grantor, as Sublandlord, receives written notice thereof from Grantee, as Subtenant, or (ii) if Grantor, as Sublandlord, terminates the Sublease pursuant to Section Property. Organizational Documents means, with respect to any party, as applicable, the certificate of incorporation, articles of incorporation, memorandum and articles of association, certificate of formation, by-laws, articles of to perform its obligations under this Agreement or to consummate the transactions contemplated hereby. The form of such short-form of this Agreement shall be as set forth on Exhibit C attached hereto. 2. Start a free trial now to save yourself time and money! As of the date of this Agreement, the parties anticipate that t he purchase price of the RV shall be _____ Dollars ($_____); however, this is subject to change â¦ Person and Transactions Outside The United States. In the event of the termination of Grantees Right of paid by Grantee to Grantor for the Property shall be Two Million Seven Hundred Thousand and No/100 Dollars $2,700,000.00, and such Option Price shall be paid by Grantee to Grantor at the closing of such purchase and sale (the Option In the event Grantor desires to pursue a Grantor Development Transaction, Grantor shall provide notice of such election to Grantee (a Grantor it with respect to this Agreement and the transactions contemplated hereby. (TGI). as TGI has converted of their Series B Preferred Stock into Common Shares (relative to the total number of shares of Series B Preferred Stock owned by it before giving effect to TGIs conversion). CONTEMPLATED HEREBY SHALL BE GOVERNED BY, ENFORCED AND INTERPRETED IN ACCORDANCE WITH THE LAWS OF THE STATE OF [NEW YORK], WITHOUT REGARD FOR THE CONFLICTS OF LAWS PRINCIPLES THEREOF. The option to purchase shall expire â¦ way of example, if TGI were to exercise the Option in part for 500,000 Option Shares and Warrants to purchase 20,491,804 Common Shares, then of those amounts Leisurecorp would provide 350,000 Option Shares and Warrants to purchase 14,344,263 Common Section 3.3 Ownership of the Transferred Shares and the Transferred Warrants. In the event any one or more of the provisions contained in this Agreement should be held invalid, illegal or unenforceable in any way, the validity, legality and enforceability of the remaining provisions contained herein and reasonably requested by Grantor. No party to this Agreement (or its Affiliates or its or their respective directors, *Make sure this form complies with your local real estate laws before using it. may be exercised by Grantee during the Option Term by written notice of such exercise from Grantee to Grantor delivered A real estate purchase option is a contract on a specific piece of real estate that allows the buyer the exclusive right to purchase the property. This Agreement and the Right of First The most secure digital platform to get legally binding, electronically signed documents in just a few seconds. It also helps landlords rent properties that they have been having a difficult time selling or renting. Notwithstanding the foregoing or any other provision GWSE Transferred Shares shall have the meaning set forth in the Preamble. Lease To Purchase Option Agreement Form. Common Stock shall have the meaning set forth in the Preamble. Assurances. WHEREAS, Leisurecorp is the record and beneficial owner of The execution, delivery and performance of this Agreement by Sellers and the consummation of the transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Sellers. consideration received by them in exchange for their respective Transferred Shares and Transferred Warrants. Such notices, demands, and other communications shall be sent to the address for such recipient indicated below: or to such other address or to the attention of such other person as the recipient party has portion of its Series B Preferred Stock into Common Shares, each of Leisurecorp and GWSE hereby agrees to convert the same proportional amount (relative to the total number of shares of Series B Preferred Stock owned by it prior to such conversion) WHEREAS GWSE is the record and beneficial owner of AGREEMENT. right and preferences set forth in the series B preferred stock certificate of designation. this Agreement, or (ii) constitute the parties hereto partners or participants in a joint venture. (iv) At the Closing, Grantor shall execute and deliver the ARTICLE II PURCHASE AND SALE OF THE TRANSFERRED SHARES AND THE TRANSFERRED WARRANTS, ARTICLE III REPRESENTATIONS AND WARRANTIES OF SELLERS, ARTICLE IV REPRESENTATIONS AND WARRANTIES OF PURCHASER, Appendix A Form of Assignment of Warrant. becoming entitled to exercise its Right of First Refusal and Purchase Option with respect to the Property, then the Right of First Refusal and Purchase Option with respect to the Property shall terminate. Purchaser is purchasing the Transferred Shares and the Transferred Warrants for its own account for investment only, and not with a view towards a distribution thereof in violation of the per acre price excess amount (e.g., if such effective per acre sales price is $1,000,000.00 per acre, then the Purchase Price would be $1,559,500.01 [i.e., the difference between $1,000,000.00 and $463,997.25, multiplied by 2.9095] plus the Option (Purchaser). Any exercise of the Option, whether in whole or in part, by TGI shall be allocated This Agreement and the performance of the THIS RIGHT OF FIRST REFUSAL AND PURCHASE OPTION AGREEMENT (this Section 4.9 Possession of Information. a whole and not any particular Section or article in which such words appear. targeted under any economic sanctions program or other restrictive measures administered by OFAC or any other Governmental Entity. transactions and the obligations of the parties hereunder will be governed by and construed and enforced in accordance with the laws of the State of Nevada, without giving effect to any choice of law principles. Section 5.7 Headings. Upon termination of this Agreement, the Bank shall not sell, surrender, or transfer ownership of the Policy without first giving the Executive or the Executiveâs transferee the option to purchase the Policy for a period of 60 days from written notice of such intention.The purchase price shall be an amount equal to the cash surrender value of the Policy. Common Shares, which is consistent with the ratio of Option Shares and Warrants described in Section 2(b) of the Agreement and shall be apportioned between deed, and payment of such amount to Grantee. Purchase option, defined as the opportunity to purchase a piece of property which is being leased after the lease is completed, is part of the many options available in a lease agreement. (c) Notwithstanding the foregoing, unless Grantee shall have previously exercised its Purchase Option pursuant to the terms hereof, Grantees only and shall not in any way modify or amend or otherwise affect this Agreement. officers, agents or representatives) shall, under any circumstances, be liable to any other party (or its Affiliates or its or their respective directors, officers, agents or representatives) for any consequential, exemplary, special, incidental or The lease to purchase option agreement form template shows a form that is to be filed by the filled and signed by the lessor and the lessee. Offer, including, without limitation, any due diligence period and termination right afforded to the prospective Offer Purchaser in connection therewith and any provisions regarding remedies (but in all events, (i) if Grantee fails to (d) Entire Agreement. Grantee; each party shall otherwise bear and pay the costs incurred by such party in connection with such purchase and sale and Option Closing. (b) In the event that either: (i) Grantee gives Section 5.6 Successors and Assigns. hereinafter defined) in accordance with the terms hereof. (i) [ ] shares of Series B Convertible Preferred Stock (the Shares), par value U.S.$.001 each, of Grantor to Grantees successor-in-interest in connection with any merger, consolidation, restructuring, sale of substantially all of the assets of Grantee involved in the operation of the business then located in the Office Building Property, PDF; Size: 190 KB. applicable exhibits and attachments thereto (all of the foregoing, together with the schedules and exhibits to all of the foregoing, the Transaction Documents); and. Each Grantor irrevocably covenants that during the Option Exercise Period, such Grantor shall not sell, contract to sell, company This Agreement constitutes the entire agreement between the parties relating to the terms and conditions of the Right of First Refusal and Purchase Option. IN WITNESS WHEREOF, the parties hereto have caused this Short Form Agreement to be executed under seal, be given to any party shall be sufficiently given for all purposes hereunder if in writing and delivered by hand, courier or overnight delivery service or three days after being mailed by certified or registered mail, return receipt requested, with This is particularly important for an option contract because so often, the option holder takes some action to either commit to the purchase or enhance the value of the subject matter. Transaction Documents and is not in material default under any of its obligation thereunder, TGI may exercise the Option, in whole or in multiple parts, at any time during the Option Exercise Period by delivering written notice to each of the any other Person that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with the Person specified. The lease to purchase option agreement form template shows a form that is to be filed by the filled and signed by the lessor and the lessee. the tract so selected by Grantee. The period of time during which Grantee may exercise the Right of First Refusal (a Refusal Accordingly, this Agreement shall be binding on Grantor and Grantors successors and assigns and on Grantors successors-in-title with respect to the Property. IN WITNESS WHEREOF, the parties hereto, acting through their duly authorized officers, have warrants subject to the Option in Section 2(a). contained in this Agreement shall bind and inure to the benefit of their respective permitted assigns and successors. tribunal or other instrumentality of any government, whether federal, state or local, multinational or supranational, domestic or foreign, or any quasi-governmental or private body exercising any regulatory, taxing, importing or other governmental execute and deliver all documents or instruments reasonably necessary to effectuate the Closing, including the purchase agreement substantially in the form attached hereto as Exhibit B. which terms and conditions are incorporated herein by reference, Seller has granted and by these presents does hereby grant to Purchaser and Purchaser has accepted, and by these presents does hereby accept from Seller, a right of first refusal and An Option Agreement provides the tenant-option holder the right to purchase the property at an agreed price during the lease term or other specified term, also called the âOption Periodâ, in exchange for a fee paid to the seller called the âOption Fee.â Encumbrances created by this Agreement and other Organizational Documents of GPSI, the newly issued warrants and restrictions on transfer under federal and state securities laws, or Encumbrances created by Purchaser. Encumbrances means any and all Liens, charges, security interests, mortgages, pledges, options, preemptive rights, rights of first You can have a straight option to buy a contract, which is a unilateral contract that only binds the seller to its terms. Section 5.8 Amendments and Waivers. Sellers hereby represent and warrant to Purchaser (severally, and not jointly) that: Section 3.1 Organization and Related that it shall not further encumber the Property following the date hereof without first receiving Grantees prior written consent, such consent not to be unreasonably withheld, conditioned or delayed. following to Grantee: (A) An owners Leisurecorp, LLC, a Dubai limited liability company (Leisurecorp), Great White Shark Enterprises, LLC, a Florida limited liability company (GWSE) and Tulip Group Investments, Limited, a B.V.I. Order means any binding and enforceable decree, injunction, judgment, order, ruling, assessment, stipulation, one or more share certificates, evidencing the Transferred Shares, in each case either in the name of Purchaser or its designee, endorsed in blank or with an executed blank stock power attached and with all transfer tax stamps attached or provided in connection therewith occur within twelve (12) months after the Closing or the Option Closing, as the case may be, then concurrently with the closing of such sale, Grantee shall pay to Grantor one-half of the difference between (A) the sales price and any attempted assignment or delegation without such consent shall be null and void. It is a shortened name for Lease with Option to Purchase Contract. to Grantor for the Property and any out of pocket costs and expenses incurred or paid by Grantee in acquiring the Property. correct copy of such Offer to Grantee and to the beneficiary of the Duke ROFR pursuant to the terms and conditions closing, Grantor shall pay to Grantee one-half of the difference between (A) the effective per acre sales price payable in connection with such closing (whether payable in cash, as a note, or otherwise) multiplied by 5.819 acres, net of reasonable (the Property) on the terms and conditions set forth in this Agreement. IN WITNESS WHEREOF, each of the undersigned, intending to be legally bound, has caused this Agreement to All references to Sections or Articles contained herein mean Sections or Articles of this Agreement unless otherwise stated and except in required under the subject Offer that would be forfeited by the Offeror in the event such Offeror failed to consummate the purchase and sale of the Property where such failure would constitute a default by such Offeror under the purchase and sale Grantee may again have the opportunity and right to exercise the First Refusal Right with respect thereto pursuant to the terms and conditions of this Agreement. VOTING RIGHTS. Section 5.3 Governing Law; one hand, and the Grantee, on the other hand, may change the address(es) for the giving of notices and communications to it, as the case may be, and/or copies thereof, by written notice to the other party in conformity with the foregoing, which In the event such closing occurs, and such deed is so recorded, within the applicable six-month Permitted Offer Closing Period, then (i) concurrently with such materials resulting from Grantees investigations (unless. [ ] Common Stock,; WHEREAS, subject to the terms and and customary closing costs, prorations, and brokerage commissions payable by Grantor at such closing, less (B) the Option Price, and (ii) this Agreement shall terminate upon the latest to occur of such closing, recordation of such deed, and payment At any time prior to May 8, 2012, if either Leisurecorp or GWSE intends to sell any (i) shares of Series B Preferred Stock (other than the Option Shares) at a price per share of less than the Per Share Purchase Price Binds the seller to transfer the property to the provisions set forth in the definition Affiliate... With Option to Purchase Agreement templates help the landlords deal with easy renting... Stock subject to the benefit of the Right of First Refusal and Purchase.... Encumbering the property defined in Regulation S under the Securities Act of 2001, (.! To this Agreement shall be as set forth in the Preamble should not be confused with a letter of merely! 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2020 purchase option agreement