Buy-Out. The Committee has the same discretion to buy out SARs as it has to take such actions pursuant to Section 6(j) above with respect to Options.
Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) (the "Purchasing Partner") to purchase the Partnership Interests of any Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing brokerage or other contracts of the Partnership. Such present value shall be determined by either Xxxx X. Xxxx Company of Pittsburgh, Pennsylvania, Xxxxx Engineering Company of Beckley, West Virginia, or Xxxx Xxxx Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all...
Buy-Out. (a) At any time and from time to time, the Voting Members, by Majority Approval (collectively, the “Buying Members”), shall have the right to implement the buy-out procedures set forth in this Section 11.5 to buy the Percentage Interest of a Defaulting Member by giving written notice thereof (the “Election Notice”) to such Defaulting Member (the “Selling Member”). Such Election Notice shall state that the Buying Members shall buy the Percentage Interest of the Selling Member for a purchase price equal to the Individual Member Price of the Selling Member as determined pursuant to a Buy-Out Baseball Arbitration and as set forth in this Section 11.5. Notwithstanding anything to the contrary contained in this Section 11.5(a), an Election Notice may not be given if an Election Notice shall have previously been given (unless the closing pursuant to such Election Notice has occurred or such transaction has been terminated prior to the closing thereof pursuant to this Section 11.5).
(b) Each Buying Member, within five (5) Business Days after the final determination of the Individual Member Prices (the “Final Determination”), shall deposit ten percent (10%) of its pro rata share (based on such Buying Member’s Percentage Interest as a percentage of the aggregate Percentage Interest of all Buying Members) of the Individual Member Price of the Selling Member (or based on such other method of allocating such Individual Member Prices as agreed upon unanimously by all of the Buying Members) to be paid to the Selling Member (the “Buy-Out Deposit”) with a national title insurance company, or other escrow agent acceptable to the parties, pursuant to an escrow agreement reasonably satisfactory to it, the Buying Members and the Selling Member.
(c) The closing of any purchase and sale pursuant to this Section 11.5 shall be held at the principal office of the Company on or before the 30th day after the Final Determination (or on the next Business Day thereafter if such 30th day is not a Business Day) or on such other date and/or place as may be agreed to in writing by the Buying Members and the Selling Member. At the closing, (i) the Selling Member shall execute and deliver to each Buying Member an assignment of the Percentage Interest of such Selling Member (or applicable portion thereof) in the Standard Assignment Form and any other instruments that the Buying Member may reasonably require (with such other instruments to be in a form reasonably satisfactory to each of the Buy...
Buy-Out. If Customer would request to terminate this contract at any time before the expiration date, a Buy Out price will be determined by calculating the difference between the Product price as stated in this Agreement and the rack price at the time of the buyout multiplied by the remaining quantity of unpurchased Product, plus a penalty of $0.10 per gallon on the remaining unpurchased quantity of Product.
Buy-Out. The successor dealership named in such Interim Agreement shall arrange in writing, subject to the approval of the Company which shall not be unreasonably withheld, for one or more persons named in subparagraph F(ii) of the Interim Agreement to have the right to acquire during its term at least a 20% ownership interest in the successor dealership and, if the successor dealership is offered a standard Sales and Service Agreement for
Buy-Out. At the expiration or termination of this Contract, if not renewed for an additional term, the City agrees to buy out all new Pro Shop merchandise of Xxxxxx purchased during the last year of this Contract verified by paid receipts, that Xxxxxx decides to sell. The City has the right to refuse to purchase any item that it determines is not in new condition. To determine a fair and reasonable buy-out price, a qualified person or persons (hereafter “Appraiser”) shall be appointed upon the agreement of both parties to set the price. The City agrees to offer to Xxxxxx the price as reasonably determined by the Appraiser. The cost of the Appraiser shall be shared equally by Xxxxxx and City unless otherwise agreed by the parties.
Buy-Out. 5.1 Buy-Out
(a) on or after the 60th birthday of the Broker; or
(b) in the event that the Broker is diagnosed with a serious illness or otherwise which renders him permanently and totally unable to work as a Broker; or
(c) in the event of the Broker's death, having regard for the provisions of Clause 7.3.
5.2 Where the Broker is a company or corporation, Clause 5.1 will apply where the events referred to in 5.1 have occurred to a company director or owner or partner of the Broker.
Buy-Out. If Servier exercises its right to Buy-Out, Servier will provide written notice to Cellectis (a “Buyout Notice”) within fifteen (15) days following the Change of Control Notice. Within ten (10) days following Servier’s provision of the Buyout Notice, the Parties will meet and negotiate the amount of the Buyout Payment.
12.2.1. If the Parties agree on the amount of the Buyout Payment within such ten (10) day period, then Servier will pay the applicable Buyout Payment to Cellectis (or its successor) within thirty (30) day period. Further to the Buyout, and subject to actual payment of the Buy-Out Payment, the licenses on the Cellectis IP within the scope of the Buy-Out will be deemed fully paid up.
12.2.2. If the Parties fail to agree on an amount of a Buyout Payment within ten (10) days following the provision of the Buyout Notice, then within two (2) days thereafter each Party will select and pay at its costs one (1) Third Party valuator (such valuators shall be from top-tier, internationally-recognized investment banks or accounting firms) with relevant expertise to determine the appropriate amount for the Buyout Payment. Each of the Parties will provide to such valuators such information as it deems pertinent and any information requested by such valuators. Such selected valuators will promptly (and in any event within twenty (20) days after the selection of such valuators) determine their respective valuation of the Buyout Payment amount and provide notice of such amount (and underlying assumptions and methodology) to each of the Parties. If the amount of the Buyout Payment estimated by one valuator is equal to or less than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Buyout Payment shall be equal to the average of the amount proposed by the valuators. If the amount of the Buyout Payment estimated by one valuator is greater than one hundred twenty percent (120%) of the amount of the Buyout Payment estimated by the other valuator, then the Parties will mutually agree upon a third valuator. In such event, the Buyout Payment determined by the third valuator shall be the Buyout Payment (provided, that the Buyout Payment shall be capped at the amount of the higher of the Buyout Payments determined by the prior two valuators, and shall not be lower than the amount of the lower of the Buyout Payments determined by the prior two valuators).
12.2.3. After determination of the Buyout Payment pursua...
Buy-Out. 1. If RCA does not exercise its Early Termination Right, AD shall have the right, at any time after the date 6 months prior to the end of the 6th year of the Term, to offer ("Buy-Out Offer") to sell AD's interest in the New Entity to RCA as of the last day of the Term for a purchase price equal to the Buy-Out Offer price. If AD has not made a Buy-Out Offer as of the end of the Term, RCA shall have the right thereafter to require AD to make a Buy-Out Offer by notifying AD to such effect. If AD does not make a Buy-Out Offer within 60 days after such notice, then RCA shall have the right to suspend its obligation to make any further payments to AD until AD makes a Buy-Out Offer.
2. RCA shall either accept the Buy-Out Offer or offer to sell its interest in the New Entity to AD for the Buy-Out Offer price, within 30 days after RCA's receipt of the Buy-Out Offer.
3. If, on the one hand, RCA accepts the Buy-Out Offer, then RCA shall promptly purchase AD's interest in the New Entity for the Buy-Out Offer price. If, on the other hand, RCA offers to sell its interest in the New Entity to AD, then AD shall notify RCA, within 30 days thereafter, whether AD is electing to purchase RCA's interest in the New Entity at the Buy-Out Offer or is rejecting RCA's offer to sell.
Buy-Out. Agree that, in addition to the Practitioner, a violation of the Non- Compete shall result in actual damages to the Employer that are difficult to accurately estimate. The Parties further stipulate and agree that a reasonable calculation of such damages shall be $ . Practitioner shall pay such amount to the Employer as a reasonable buy-out of the Practitioner’s obligations to abide by the Non-Compete in the event that the Practitioner, at the Practitioner’s option, practices their Services or intends to practice their Services in violation of the Non-Compete upon termination of this Agreement; and
