Common use of Buy-Out Clause in Contracts

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 Buying Members and the Selling Member) to give each Buying Member good and clear title to such Selling Member’s Percentage Interest (or applicable portion thereof), and each Buying Member shall execute and deliver such assignment and, to the extent appropriate, such other instruments, (ii) the Selling Member shall pay any transfer or similar taxes arising out of or in connection with the sale and transfer of its Percentage Interest (or applicable portion thereof) to each Buying Member; (iii) the Buying Member shall pay the purchase price (or, if there is more than one Buying Member, each Buying Member shall pay its pro rata share of the purchase price) determined as provided in Section 11.5(a), after application of the Buy-Out Deposit paid by such Buying Member, by delivery of immediately available funds, such that the Selling Member receives an amount (including its share of the Buy-Out Deposit) equal to its Individual Member Price as determined by the Buy-Out Baseball Arbitration, and (iv) all amounts then payable by the Selling Member to the Company or to any other Member that is owed by the Selling Member pursuant to this Agreement shall be paid out of (and to the extent of) the Individual Member Price payable to such Selling Member. Each Buying Member shall purchase 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 Percentage Interest of the Selling Member (or in such other proportion as all the Buying Members shall agree to unanimously in writing, provided that the total amount being paid for the Selling Member’s Percentage Interest does not change). Notwithstanding anything to the contrary contained in this Section 11.5, the Buying Members may offset against amounts due to the Selling Member any amounts due from the Selling Member to the Company or to any Buying Members or their Affiliated Guarantors pursuant to this Agreement or any Reimbursement Agreement. (d) If the Selling Member fails to fulfill its obligation to sell its Percentage Interest under this Section 11.5 and such failure continues for ten (10) days after written notice to such Selling Member, then the provisions of Section 11.5(h) shall apply and, in addition, the Buying Member(s) shall be entitled to obtain specific performance of the defaulting Selling Member’s obligation to sell its Percentage Interest (or applicable portion thereof), in which case the purchase price for the Percentage Interest of the defaulting Selling Member (or applicable portion thereof) shall be reduced so as to be eighty-five percent (85%) of the Individual Member Price that would have otherwise applied under Section 11.5(a) if the defaulting Selling Member had not defaulted and shall otherwise be on the same terms and conditions that apply to a purchase under this Section 11.5. The Members agree that such discount from 100% to 85% represents a fair and agreed to measurement of liquidated damages and is not a penalty. (e) If all of the Buying Members fail to fulfill their obligation to buy the Percentage Interests of the Selling Member under this Section 11.5 and such failure continues for ten (10) days after written notice to the defaulting Buying Member, then the provisions of Section 11.5(h) shall apply and, without any further action by any party, such purchase and sale shall be deemed to have been cancelled, in which case the Selling Member shall receive the Buy-Out Deposit paid by the defaulting Buying Member as liquidated damages. (f) If one or more but less than all of the Buying Members fail to fulfill its or their obligation to buy the applicable portion of the Percentage Interest of the Selling Member under this Section 11.5 (such portion of the Interest, the “Defaulted Buy-Out Interest”) and such failure continues for ten (10) days after written notice to all of the Buying Members, including each defaulting Buying Member, then each defaulting Buying Member shall be subject to the provisions of Section 11.5(h) and, in addition: (i) Within five (5) Business Days after the expiration of such 10-day period, at least one Executive appointed by each of the non-defaulting Buying Members shall meet (which may include telephonic participation pursuant to Section 10.16) with at least one Executive appointed by the Selling Member at the offices of the Company, or such other location as agreed to by such participants to determine whether, in addition to the pro rata share of the Selling Member’s Percentage Interest that each such Buying Member is obligated to buy pursuant to this Section 11.5, any one or more of the Buying Members (each, an “Electing Buying B/S Member”) will elect to acquire the Defaulted Buy-Out Interest at the same price that would have otherwise applied to such Defaulted Buy-Out Interest under this Section 11.5 if the defaulting Buying Member(s) had not defaulted. If there is more than one Electing Buying B/S Member, each will purchase its pro rata share of the Defaulted Buy-Out Interest based on the Percentage Interest of each Electing Buying B/S Member as a percentage of the aggregate Percentage Interest of all Electing Buying B/S Members (or as otherwise unanimously agreed upon by the Electing Buying B/S Members). Such meeting (the “Internal B/S Determination Meeting”) shall be conducted by a Qualifying Law Partner selected by the Selling Member, notice of which selection shall be given to all the Buying Members at least one (1) Business Day prior to such meeting. At such meeting, each non-defaulting Buying Member shall have the right to become an Electing Buying B/S Member by electing by written notice (which in the case of any Executive participating by telephone may be made by email or fax) to the Selling Member and the other non-defaulting Buying Members to acquire its pro rata portion of the Defaulted Buy-Out Interest; provided, however, that such election shall not affect such Electing Buying B/S Member’s obligation to purchase the Interest (or applicable portion thereof) of the Selling Member that such Electing Buying B/S Member was already obligated to buy pursuant to this Section 11.5. At the close of the Internal B/S Determination Meeting the Qualifying Law Partner shall announce the results of such meeting and confirm such results in writing (which may be by email or fax) to all the Members by no later 5:00 PM (local time in California) on the first Business Day following the meeting. The fees and disbursements of the Qualifying Law Partner incurred in connection with preparing for, conducting and confirming the results of the Internal B/S Determination Meeting shall be a Company expense. (ii) If the Internal B/S Determination Meeting results in there being one or more non-defaulting Buying Members, including the Electing Buying B/S Members, who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, the closing on the purchase and sale of such Percentage Interest shall take place on the fifth (5th) Business Day following the Internal B/S Determination Meeting. The closing shall be in accordance with Section 11.5(c); provided that (A) the portion of the Percentage Interest of the Selling Member to be acquired by each of the Buying Members, including the Electing Buying B/S Members, but excluding each defaulting Electing Buying B/S Member, and the related portion of the purchase price, shall be determined pursuant to Section 11.5(f)(i) and (b) the Electing Buying B/S Members may elect to receive the Buy-Out Deposit of each of the defaulting Buying Members as liquidated damages (and if there is more than one Electing Buying B/S Member, such Buy-Out Deposit of the defaulting Buying Members shall be apportioned among the Electing Buying B/S Members in the same proportion as each of the Electing Buying B/S Members pay for the purchase price of the Defaulted Buy-Out Interest). In the event of a default by any of the Buying Members or the Selling Member at such closing, the provision of Sections 11.5(d), 11.5(e) and this Section 11.5(f) shall again apply. (iii) If the Internal B/S Determination Meeting does not result in there being at least one non-defaulting Buying Member (including any Electing Buying B/S Members) who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, or if the non-defaulting Buying Members notify the Selling Member that there are no Electing Buying B/S Members, then, with no further action by any party, the sale to the Buying Members shall be deemed to have been cancelled. Upon such cancellation, the Selling Member shall have the right to elect (A) to receive the Buy-Out Deposits paid by the defaulting Buying Members as liquidated damages, or (B) to pursue all rights and remedies that may be available to the Selling Member at law, in equity or otherwise against such defaulting Buying Members, including any claims for losses, damages and expenses (including attorneys’ fees) resulting from the failure of such defaulting Buying Members to close under this Section 11.5 as and when required.

Buy-Out. (a) At any time and from time to time, the Voting Members, by Majority Approval (collectively, the “Buying Members”), Holdings shall have the right, but not the obligation, to purchase (or cause its designee to purchase) all, but not less than all, of TRG's Membership Interests, in accordance with the following provisions of this Article VIII, in the event that (i) TRG fails to renew the Master Services Agreement (an “Expiration Event”) or (ii) TRG terminates the Master Services Agreement for cause as provided therein (a “Termination Event”). For the purpose of this Section 8.1 and Sections 8.2 and 8.3 hereof, the right to implement acquire TRG's Membership Interest shall include any Membership Interest held by an Affiliate of TRG, including, without limitation, Xxxx-Co IV, (any such Membership Interest together with TRG's Membership Interest are hereinafter referred to together as the buy-out procedures set forth “Subject Interests”). If Holdings determines to purchase (or to cause its designee to purchase) the Subject Interests in this Section 11.5 to buy the Percentage Interest case of a Defaulting Member by giving (x) an Expiration Event, Holdings shall give TRG written notice thereof (the “Election NoticeExpiration Notice of Intention”) of its intention to such Defaulting Member purchase (or to cause its designee to purchase) all, but not less than all, of the Subject Interests at any time within the one (1) year period prior to the end of the then current term of the Master Services Agreement, and (y) a Termination Event, Holdings shall give TRG a written notice (the “Selling MemberTermination Notice of Intention”). Such Election Notice shall state that the Buying Members shall buy the Percentage Interest ) of its intention to purchase (or to cause its designee to purchase) all, but not less than all, 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 Subject Interests at any time within ninety (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). (b90) Each Buying Member, within five (5) Business Days after the final determination date the Company receives written notice from TRG of the Individual Member Prices (Termination Event. The purchase price for the “Final Determination”), Subject Interests shall deposit ten percent (10%) of its pro rata share (based on such Buying Member’s Percentage Interest be their Net Value 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”) determined in accordance 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) Section 8.2 hereof. The closing of any purchase and sale of the Subject Interests pursuant to this Section 11.5 8.1 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, accordance with Section 8.3 hereof (i) in the Selling Member shall execute and deliver to each Buying Member case of an assignment Expiration Notice of Intention, on the last Business Day of the Percentage Interest then current term of such Selling Member the Master Services Agreement, and (or applicable portion thereofii) in the Standard Assignment Form and case of a Termination Notice of Intention, on any other instruments that Business Day selected by TRG, which shall not be later than sixty (60) Days after the Buying Member may reasonably require (with such other instruments to be in a form reasonably satisfactory to each date of the Buying Members and the Selling Member) to give each Buying Member good and clear title to such Selling Member’s Percentage Interest (or applicable portion thereof), and each Buying Member shall execute and deliver such assignment and, to the extent appropriate, such other instruments, (ii) the Selling Member shall pay any transfer or similar taxes arising out Termination Notice of or in connection Intention with the sale and transfer of its Percentage Interest (or applicable portion thereof) to each Buying Member; (iii) the Buying Member shall pay the purchase price (or, if there is more than one Buying Member, each Buying Member shall pay its pro rata share of the purchase price) determined as provided in Section 11.5(a), after application of the Buy-Out Deposit paid by such Buying Member, by delivery of immediately available funds, such that the Selling Member receives an amount (including its share of the Buy-Out Deposit) equal to its Individual Member Price as determined by the Buy-Out Baseball Arbitration, and (iv) all amounts then payable by the Selling Member to the Company or to any other Member that is owed by the Selling Member pursuant to this Agreement shall be paid out of (and to the extent of) the Individual Member Price payable to such Selling Member. Each Buying Member shall purchase 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 Percentage Interest of the Selling Member (or in such other proportion as all the Buying Members shall agree to unanimously in writing, provided that the total amount being paid for the Selling Member’s Percentage Interest does not change). Notwithstanding anything to the contrary contained in this Section 11.5, the Buying Members may offset against amounts due to the Selling Member any amounts due from the Selling Member to the Company or to any Buying Members or their Affiliated Guarantors pursuant to this Agreement or any Reimbursement Agreement. (d) If the Selling Member fails to fulfill its obligation to sell its Percentage Interest under this Section 11.5 and such failure continues for at least ten (10) days after Days' advance written notice thereof to such Selling Member, then the provisions of Section 11.5(h) shall apply and, in addition, the Buying Member(s) shall be entitled to obtain specific performance of the defaulting Selling Member’s obligation to sell its Percentage Interest (or applicable portion thereof), in which case the purchase price for the Percentage Interest of the defaulting Selling Member (or applicable portion thereof) shall be reduced so as to be eighty-five percent (85%) of the Individual Member Price that would have otherwise applied under Section 11.5(a) if the defaulting Selling Member had not defaulted and shall otherwise be on the same terms and conditions that apply to a purchase under this Section 11.5. The Members agree that such discount from 100% to 85% represents a fair and agreed to measurement of liquidated damages and is not a penaltyHoldings. (e) If all of the Buying Members fail to fulfill their obligation to buy the Percentage Interests of the Selling Member under this Section 11.5 and such failure continues for ten (10) days after written notice to the defaulting Buying Member, then the provisions of Section 11.5(h) shall apply and, without any further action by any party, such purchase and sale shall be deemed to have been cancelled, in which case the Selling Member shall receive the Buy-Out Deposit paid by the defaulting Buying Member as liquidated damages. (f) If one or more but less than all of the Buying Members fail to fulfill its or their obligation to buy the applicable portion of the Percentage Interest of the Selling Member under this Section 11.5 (such portion of the Interest, the “Defaulted Buy-Out Interest”) and such failure continues for ten (10) days after written notice to all of the Buying Members, including each defaulting Buying Member, then each defaulting Buying Member shall be subject to the provisions of Section 11.5(h) and, in addition: (i) Within five (5) Business Days after the expiration of such 10-day period, at least one Executive appointed by each of the non-defaulting Buying Members shall meet (which may include telephonic participation pursuant to Section 10.16) with at least one Executive appointed by the Selling Member at the offices of the Company, or such other location as agreed to by such participants to determine whether, in addition to the pro rata share of the Selling Member’s Percentage Interest that each such Buying Member is obligated to buy pursuant to this Section 11.5, any one or more of the Buying Members (each, an “Electing Buying B/S Member”) will elect to acquire the Defaulted Buy-Out Interest at the same price that would have otherwise applied to such Defaulted Buy-Out Interest under this Section 11.5 if the defaulting Buying Member(s) had not defaulted. If there is more than one Electing Buying B/S Member, each will purchase its pro rata share of the Defaulted Buy-Out Interest based on the Percentage Interest of each Electing Buying B/S Member as a percentage of the aggregate Percentage Interest of all Electing Buying B/S Members (or as otherwise unanimously agreed upon by the Electing Buying B/S Members). Such meeting (the “Internal B/S Determination Meeting”) shall be conducted by a Qualifying Law Partner selected by the Selling Member, notice of which selection shall be given to all the Buying Members at least one (1) Business Day prior to such meeting. At such meeting, each non-defaulting Buying Member shall have the right to become an Electing Buying B/S Member by electing by written notice (which in the case of any Executive participating by telephone may be made by email or fax) to the Selling Member and the other non-defaulting Buying Members to acquire its pro rata portion of the Defaulted Buy-Out Interest; provided, however, that such election shall not affect such Electing Buying B/S Member’s obligation to purchase the Interest (or applicable portion thereof) of the Selling Member that such Electing Buying B/S Member was already obligated to buy pursuant to this Section 11.5. At the close of the Internal B/S Determination Meeting the Qualifying Law Partner shall announce the results of such meeting and confirm such results in writing (which may be by email or fax) to all the Members by no later 5:00 PM (local time in California) on the first Business Day following the meeting. The fees and disbursements of the Qualifying Law Partner incurred in connection with preparing for, conducting and confirming the results of the Internal B/S Determination Meeting shall be a Company expense. (ii) If the Internal B/S Determination Meeting results in there being one or more non-defaulting Buying Members, including the Electing Buying B/S Members, who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, the closing on the purchase and sale of such Percentage Interest shall take place on the fifth (5th) Business Day following the Internal B/S Determination Meeting. The closing shall be in accordance with Section 11.5(c); provided that (A) the portion of the Percentage Interest of the Selling Member to be acquired by each of the Buying Members, including the Electing Buying B/S Members, but excluding each defaulting Electing Buying B/S Member, and the related portion of the purchase price, shall be determined pursuant to Section 11.5(f)(i) and (b) the Electing Buying B/S Members may elect to receive the Buy-Out Deposit of each of the defaulting Buying Members as liquidated damages (and if there is more than one Electing Buying B/S Member, such Buy-Out Deposit of the defaulting Buying Members shall be apportioned among the Electing Buying B/S Members in the same proportion as each of the Electing Buying B/S Members pay for the purchase price of the Defaulted Buy-Out Interest). In the event of a default by any of the Buying Members or the Selling Member at such closing, the provision of Sections 11.5(d), 11.5(e) and this Section 11.5(f) shall again apply. (iii) If the Internal B/S Determination Meeting does not result in there being at least one non-defaulting Buying Member (including any Electing Buying B/S Members) who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, or if the non-defaulting Buying Members notify the Selling Member that there are no Electing Buying B/S Members, then, with no further action by any party, the sale to the Buying Members shall be deemed to have been cancelled. Upon such cancellation, the Selling Member shall have the right to elect (A) to receive the Buy-Out Deposits paid by the defaulting Buying Members as liquidated damages, or (B) to pursue all rights and remedies that may be available to the Selling Member at law, in equity or otherwise against such defaulting Buying Members, including any claims for losses, damages and expenses (including attorneys’ fees) resulting from the failure of such defaulting Buying Members to close under this Section 11.5 as and when required.

Buy-Out. (a) At any time and from time to timea. If, during the Voting MembersTerm of this Agreement, 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”) Licensor enters into material discussions with a national title insurance companythird party respecting a potential sale of solely the Authorized Property from Licensor, 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 Licensor 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 inform Licensee 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 Buying Members and the Selling Member) to give each Buying Member good and clear title to such Selling Member’s Percentage Interest (or applicable portion thereof), and each Buying Member shall execute and deliver such assignment and, to the extent appropriate, such other instruments, (ii) the Selling Member shall pay any transfer or similar taxes arising out of or in connection with the sale and transfer of its Percentage Interest (or applicable portion thereof) to each Buying Member; (iii) the Buying Member shall pay the purchase price (or, if there is more than one Buying Member, each Buying Member shall pay its pro rata share of the purchase price) determined as provided in Section 11.5(a), after application of the Buy-Out Deposit paid by such Buying Member, by delivery of immediately available funds, such that the Selling Member receives an amount (including its share of the Buy-Out Deposit) equal to its Individual Member Price as determined by the Buy-Out Baseball Arbitration, and (iv) all amounts then payable by the Selling Member to the Company or to any other Member that is owed by the Selling Member pursuant to this Agreement shall be paid out of (and to the extent of) the Individual Member Price payable to such Selling Member. Each Buying Member shall purchase 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 Percentage Interest of the Selling Member (or in such other proportion as all the Buying Members shall agree to unanimously in writing, provided that the total amount being paid for the Selling Member’s Percentage Interest does not change). Notwithstanding anything to the contrary contained in this Section 11.5, the Buying Members may offset against amounts due to the Selling Member any amounts due from the Selling Member to the Company or to any Buying Members or their Affiliated Guarantors pursuant to this Agreement or any Reimbursement Agreement. (d) If the Selling Member fails to fulfill its obligation to sell its Percentage Interest under this Section 11.5 and such failure continues for discussions within ten (10) days after of such discussion. Licensor is not required to disclose the identity of the potential purchaser during these preliminary discussions. Except for those termination rights contained herein, Licensor may not terminate this Agreement while it is negotiating a sale of the Authorized Property with a potential purchaser. b. In the event that Licensor shall at any time during the Term of this Agreement receive a bona-fide, signed, written offer (a “Purchase Offer”) from a potential purchaser to acquire the Authorized Property with respect to the Authorized Products, Licensor shall submit a redacted copy of such Purchase Offer to Licensee within [****] from the date Licensor receives the Purchase Offer. Licensee shall have the right, exercisable by written notice to such Selling Member, then Licensor within [****] form the provisions date of Section 11.5(h) shall apply and, in addition, the Buying Member(s) shall be entitled to obtain specific performance delivery of the defaulting Selling Member’s obligation Purchase Offer to sell its Percentage Interest (or applicable portion thereof)Licensee, in which case the to purchase price such rights and interests for the Percentage Interest of the defaulting Selling Member (or applicable portion thereof) shall be reduced so as to be eighty-five percent (85%) of the Individual Member Price that would have otherwise applied under Section 11.5(a) if the defaulting Selling Member had not defaulted same price and shall otherwise be on the same terms and conditions as are contained in the Purchase Offer. If Licensee does not exercise the above-described right of first refusal by delivering written notice and an offer to purchase in the same form and upon the same terms and conditions as are contained in the Purchase Offer within such [****] period (a “Rejected Offer”), Licensor may complete the sale to such potential purchaser pursuant in substantial occurrence with the terms of the Purchase Offer, provided that apply if the sale to a purchase under this Section 11.5. The Members agree that such discount from 100% to 85% represents a fair and agreed to measurement of liquidated damages and the potential purchaser is not a penalty. (e) If all completed in substantial accordance with the terms and conditions of the Buying Members fail Purchase Offer, or if there is a material change to fulfill their obligation to buy the Percentage Interests terms of the Selling Member under this Section 11.5 and such failure continues for ten (10) days after written notice to the defaulting Buying MemberPurchaser Offer, then the provisions of Section 11.5(h) Licensee shall apply and, without any further action by any party, such purchase and sale shall be deemed to have been cancelled, in which case the Selling Member shall receive the Buy-Out Deposit paid by the defaulting Buying Member as liquidated damages. (f) If one or more but less than all of the Buying Members fail to fulfill its or their obligation to buy the applicable portion of the Percentage Interest of the Selling Member under this Section 11.5 (such portion of the Interest, the “Defaulted Buy-Out Interest”) and such failure continues for ten (10) days after written notice to all of the Buying Members, including each defaulting Buying Member, then each defaulting Buying Member shall be subject to the provisions of Section 11.5(h) and, in addition: (i) Within five (5) Business Days after the expiration of such 10-day period, at least one Executive appointed by each of the non-defaulting Buying Members shall meet (which may include telephonic participation pursuant to Section 10.16) with at least one Executive appointed by the Selling Member at the offices of the Company, or such other location as agreed to by such participants to determine whether, in addition to the pro rata share of the Selling Member’s Percentage Interest that each such Buying Member is obligated to buy pursuant to this Section 11.5, any one or more of the Buying Members (each, an “Electing Buying B/S Member”) will elect to acquire the Defaulted Buy-Out Interest at the same price that would have otherwise applied to such Defaulted Buy-Out Interest under this Section 11.5 if the defaulting Buying Member(s) had not defaulted. If there is more than one Electing Buying B/S Member, each will purchase its pro rata share of the Defaulted Buy-Out Interest based on the Percentage Interest of each Electing Buying B/S Member as a percentage of the aggregate Percentage Interest of all Electing Buying B/S Members (or as otherwise unanimously agreed upon by the Electing Buying B/S Members). Such meeting (the “Internal B/S Determination Meeting”) shall be conducted by a Qualifying Law Partner selected by the Selling Member, notice of which selection shall be given to all the Buying Members at least one (1) Business Day prior to such meeting. At such meeting, each non-defaulting Buying Member shall again have the right to become an Electing Buying B/S Member by electing by written notice (which in of first refusal provided herein under the case of any Executive participating by telephone may be made by email or fax) to the Selling Member and the other non-defaulting Buying Members to acquire its pro rata portion new terms of the Defaulted Buy-Out Interest; provided, however, that such election shall not affect such Electing Buying B/S Member’s obligation to purchase the Interest (or applicable portion thereof) of the Selling Member that such Electing Buying B/S Member was already obligated to buy pursuant to this Section 11.5. At the close of the Internal B/S Determination Meeting the Qualifying Law Partner shall announce the results of such meeting and confirm such results in writing (which may be by email or fax) to all the Members by no later 5:00 PM (local time in California) on the first Business Day following the meeting. The fees and disbursements of the Qualifying Law Partner incurred in connection with preparing for, conducting and confirming the results of the Internal B/S Determination Meeting shall be a Company expenseoffer. (ii) If the Internal B/S Determination Meeting results in there being one or more non-defaulting Buying Members, including the Electing Buying B/S Members, who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, the closing on the purchase and sale of such Percentage Interest shall take place on the fifth (5th) Business Day following the Internal B/S Determination Meeting. The closing shall be in accordance with Section 11.5(c); provided that (A) the portion of the Percentage Interest of the Selling Member to be acquired by each of the Buying Members, including the Electing Buying B/S Members, but excluding each defaulting Electing Buying B/S Member, and the related portion of the purchase price, shall be determined pursuant to Section 11.5(f)(i) and (b) the Electing Buying B/S Members may elect to receive the Buy-Out Deposit of each of the defaulting Buying Members as liquidated damages (and if there is more than one Electing Buying B/S Member, such Buy-Out Deposit of the defaulting Buying Members shall be apportioned among the Electing Buying B/S Members in the same proportion as each of the Electing Buying B/S Members pay for the purchase price of the Defaulted Buy-Out Interest). c. In the event of a default by any sale of the Buying Members or Authorized Property by Licensor during the Selling Member at Term (an “IP Sale”): i. to remit to Licensee, upon the consummation of such closingIP Sale, fifty percent (50%) of those out-of-pocket marketing expenses (and, for avoidance of doubt, not in respect of payments of [****]s) approved by Licensor in each case in writing which were expended by Licensee solely in promoting the Distilled Spirits Products hereunder as of the consummation of such IP Sale (collectively, the provision “Marketing Reimbursement”). ii. to remit to Licensee, upon the consummation of Sections 11.5(dsuch IP Sale (or in the event that not all compensation is paid upon the closing of such IP Sale, when and as such compensation is actually received by Licensor), 11.5(ea sales bonus (the “Sales Bonus”) based on a percentage set forth on Exhibit C attached hereto and hereby incorporated herein by this Section 11.5(f) shall again apply. reference (iii) If the Internal B/S Determination Meeting does not result in there being at least one non-defaulting Buying Member (including any Electing Buying B/S Members) who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest“Applicable Percentage”) of the Selling MemberNet Purchase Price (as defined below), actually received by Licensor in such IP Sale. The Applicable Percentage shall only apply to that amount actually received by Licensor respecting the IP Sale and shall not include amounts respecting holdbacks, escrows, Reimbursements and costs, expenses, taxes and the like paid or owing to any unaffiliated third party as part of, or if in connection with, or paid to a third-party respecting indemnification claims made by the non-defaulting Buying Members notify purchaser, as of any such IP Sale (the Selling Member “Net Purchase Price”). Further, in the event that there are no Electing Buying B/S Membersthe foregoing purchase and sale also contemplates the sale of any other intellectual property owned and/or held by Licensor and/or Artist, thendirectly or indirectly (e.g., with no further action by any party“REDNECK RIVIERA” in IC 25), then only that part of the Net Purchase Price applicable to the Authorized Property actively under license hereunder (e.g., the sale Initial Products only if Licensee is manufacturing and causing the active distribution of same at the time of such purchase and sale) shall be considered in computing the Sales Bonus hereunder. Subject to the Buying Members shall be deemed to have been cancelled. Upon such cancellationforegoing, the Selling Member shall have Sales Bonus will be calculated by applying the right to elect (A) to receive Applicable Percentage on a percentage basis, and adding all of the Buy-Out Deposits paid by the defaulting Buying Members as liquidated damagesrelevant tiers together. For instance, or (B) to pursue all rights and remedies that may be available to the Selling Member at law, in equity or otherwise against such defaulting Buying Members, including any claims for losses, damages and expenses (including attorneys’ fees) resulting from the failure below are examples of such defaulting Buying Members to close under this Section 11.5 as and when required.possible Sales Bonus amounts:

Buy-Out. If this Agreement is not terminated earlier in accordance with section 4.2 below: (a) At any time This Agreement shall be terminated in its entirety (other than those sections relating to indemnities, choice of law and from time to time, post-termination Store exit procedures) on 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).Date; (b) Each Buying Member, within five (5) Business Days after the final determination On and as 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 companyDate, Licensor shall, or other escrow agent acceptable shall cause a Designated Purchaser to, purchase from Licensee (with payment to be made within 5 business days of the Buy-Out Date) all inventory of the Footwear Departments in all remaining Stores (the "Buy-Out"), including any inventory that is on order pursuant to Kmart's written request and excluding damaged, unsaleable and Seasonal Inventory, for an amount equal to the partiesBook Value of such inventory as of such date plus one million five hundred thousand dollars ($1,500,000); provided, pursuant that (w) Licensee shall provide to an escrow agreement reasonably satisfactory Licensor a complete set of files that will support determination of Book Value ("Pricing Files") for the six-month period prior to it, the Buying Members Buy-Out Date (and the Selling MemberPricing Files shall reflect all permanent markdowns of the applicable inventory), (x) Licensee shall not have, (i) at any time prior to the Buy-Out, purchased or transferred any goods into inventory outside of the ordinary course in contemplation of the Buy-Out, (ii) purchased inventory for or otherwise stocked any Store at a level disproportionately greater than the average level of such Store at the same time of year for the prior three years, unless Gross Sales at such Store during the prior six months support such increased stocking, or (iii) prior to the Buy-Out, marked up any inventory; (y) the inventory mix at each Footwear Department as of the date of termination shall be reasonably comparable to the average mix at such Footwear Department during the same time period for the prior three years and shall reflect ordinary course practice; and (z) all inventory markdowns shall have been taken in the ordinary course (and the Pricing Files shall reflect all permanent markdowns). (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 Buying Members and the Selling Member) to give each Buying Member good and clear title to such Selling Member’s Percentage Interest (or applicable portion thereof), and each Buying Member shall execute and deliver such assignment and, to the extent appropriate, such other instruments, (ii) the Selling Member shall pay any transfer or similar taxes arising out of or in connection with the sale and transfer of its Percentage Interest (or applicable portion thereof) to each Buying Member; (iii) the Buying Member shall pay the purchase price (or, if there is more No later than one Buying Member, each Buying Member shall pay its pro rata share of the purchase price) determined as provided in Section 11.5(a), after application of seven days following the Buy-Out Deposit paid Date, the Licensee shall remove from the remaining Stores all fixtures, furnishings, equipment or other property belonging to Licensee (including, without limitation, any damaged, unsaleable, and Seasonal Inventory not purchased by Licensor) and surrender occupancy and possession of all Footwear Departments premises in the same condition as received, ordinary wear and tear excepted. Any of Licensee's property remaining on any such Buying Memberpremises one year after such termination, by delivery through no fault of immediately available fundsLicensor, shall become the property of Licensor. Licensee shall reimburse Licensor for the reasonable cost of removal or disposal of such that the Selling Member receives property within 30 days of receipt of an amount (including its share of invoice setting forth such charges, and shall pay to Licensor all Fees accruing hereunder through the Buy-Out Deposit) equal to its Individual Member Price as determined by the Buy-Out Baseball Arbitration, and (iv) all amounts then payable by the Selling Member to the Company or to any other Member that is owed by the Selling Member pursuant to this Agreement shall be paid out of (and to the extent of) the Individual Member Price payable to such Selling Member. Each Buying Member shall purchase 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 Percentage Interest of the Selling Member (or in such other proportion as all the Buying Members shall agree to unanimously in writing, provided that the total amount being paid for the Selling Member’s Percentage Interest does not change). Notwithstanding anything to the contrary contained in this Section 11.5, the Buying Members may offset against amounts due to the Selling Member any amounts due from the Selling Member to the Company or to any Buying Members or their Affiliated Guarantors pursuant to this Agreement or any Reimbursement AgreementDate. (d) If Upon the Selling Member fails to fulfill its obligation to sell its Percentage Interest under this Section 11.5 and such failure continues for ten (10) days after written notice to such Selling Member, then the provisions of Section 11.5(h) shall apply and, in addition, the Buying Member(s) shall be entitled to obtain specific performance occurrence of the defaulting Selling Member’s obligation Buy-Out, with respect to sell its Percentage Interest any Stores in which a footwear department shall continue to be operated by Licensor (or applicable portion thereof), in which case the purchase price for the Percentage Interest an affiliate of the defaulting Selling Member (or applicable portion thereofLicensor) shall be reduced so as to be eighty-five percent (85%) of the Individual Member Price that would have otherwise applied under Section 11.5(a) if the defaulting Selling Member had not defaulted and shall otherwise be on the same terms and conditions that apply to a purchase under this Section 11.5. The Members agree that such discount from 100% to 85% represents a fair and agreed to measurement of liquidated damages and is not a penalty. (e) If all of the Buying Members fail to fulfill their obligation to buy the Percentage Interests of the Selling Member under this Section 11.5 and such failure continues for ten (10) days after written notice to the defaulting Buying Member, then the provisions of Section 11.5(h) shall apply and, without any further action by any party, such purchase and sale shall be deemed to have been cancelled, in which case the Selling Member shall receive following the Buy-Out Deposit paid Date and in which the footwear department will be staffed by the defaulting Buying Member as liquidated damages. (f) If one or more but less than all persons not already employees of the Buying Members fail to fulfill its or their obligation to buy the applicable portion of the Percentage Interest of the Selling Member under this Section 11.5 (such portion of the Interest, the “Defaulted Buy-Out Interest”) and such failure continues for ten (10) days after written notice to all of the Buying Members, including each defaulting Buying Member, then each defaulting Buying Member shall be subject to the provisions of Section 11.5(h) and, in addition: (i) Within five (5) Business Days after the expiration of such 10-day period, at least one Executive appointed by each of the non-defaulting Buying Members shall meet (which may include telephonic participation pursuant to Section 10.16) with at least one Executive appointed by the Selling Member at the offices of the Company, or such other location as agreed to by such participants to determine whether, in addition to the pro rata share of the Selling Member’s Percentage Interest that each such Buying Member is obligated to buy pursuant to this Section 11.5, any one or more of the Buying Members (each, an “Electing Buying B/S Member”) will elect to acquire the Defaulted Buy-Out Interest at the same price that would have otherwise applied to such Defaulted Buy-Out Interest under this Section 11.5 if the defaulting Buying Member(s) had not defaulted. If there is more than one Electing Buying B/S Member, each will purchase its pro rata share of the Defaulted Buy-Out Interest based on the Percentage Interest of each Electing Buying B/S Member as a percentage of the aggregate Percentage Interest of all Electing Buying B/S Members Licensor (or as otherwise unanimously agreed upon by the Electing Buying B/S Members). Such meeting (the “Internal B/S Determination Meeting”an affiliate) shall be conducted by a Qualifying Law Partner selected by the Selling Member, notice of which selection shall be given to all the Buying Members at least one (1) Business Day prior to such meeting. At such meeting, each non-defaulting Buying Member shall have the right to become an Electing Buying B/S Member by electing by written notice (which in the case of any Executive participating by telephone may be made by email or fax) to the Selling Member and the other non-defaulting Buying Members to acquire its pro rata portion of the Defaulted Buy-Out Interest; provided, however, that such election shall not affect such Electing Buying B/S Member’s obligation to purchase the Interest (or applicable portion thereof) of the Selling Member that such Electing Buying B/S Member was already obligated to buy pursuant to this Section 11.5. At the close of the Internal B/S Determination Meeting the Qualifying Law Partner shall announce the results of such meeting and confirm such results in writing (which may be by email or fax) to all the Members by no later 5:00 PM (local time in California) on the first Business Day following the meeting. The fees and disbursements of the Qualifying Law Partner incurred in connection with preparing for, conducting and confirming the results of the Internal B/S Determination Meeting shall be a Company expense. (ii) If the Internal B/S Determination Meeting results in there being one or more non-defaulting Buying Members, including the Electing Buying B/S Members, who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, the closing on the purchase and sale of such Percentage Interest shall take place on the fifth (5th) Business Day following the Internal B/S Determination Meeting. The closing shall be in accordance with Section 11.5(c); provided that (A) the portion of the Percentage Interest of the Selling Member to be acquired by each of the Buying Members, including the Electing Buying B/S Members, but excluding each defaulting Electing Buying B/S Member, and the related portion of the purchase price, shall be determined pursuant to Section 11.5(f)(i) and (b) the Electing Buying B/S Members may elect to receive the Buy-Out Deposit Date, Licensor shall consider the employees of each of the defaulting Buying Members as liquidated damages (and if there is more than one Electing Buying B/S Member, such Buy-Out Deposit of the defaulting Buying Members shall be apportioned among the Electing Buying B/S Members in the same proportion as each of the Electing Buying B/S Members pay for the purchase price of the Defaulted Buy-Out Interest). In the event of a default by any of the Buying Members or the Selling Member at such closing, the provision of Sections 11.5(d), 11.5(e) and this Section 11.5(f) shall again apply. (iii) If the Internal B/S Determination Meeting does not result in there being at least one non-defaulting Buying Member (including any Electing Buying B/S Members) who collectively agree Licensee prior to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, or if the non-defaulting Buying Members notify the Selling Member that there are no Electing Buying B/S Members, then, with no further action by any party, the sale to the Buying Members shall be deemed to have been cancelled. Upon such cancellation, the Selling Member shall have the right to elect (A) to receive the Buy-Out Deposits paid by Date for employment in staffing such footwear department in a manner consistent with the defaulting Buying Members as liquidated damagesconsideration that Sears, Roebuck and Co. gives to Licensor's (or (Bits affiliates') employees uxxx xxx conversion of a Kmart Store to pursue all rights and remedies that may be available to the Selling Member at law, in equity or otherwise against such defaulting Buying Members, including any claims for losses, damages and expenses (including attorneys’ fees) resulting from the failure of such defaulting Buying Members to close under this Section 11.5 as and when requireda Sears Essentials store.

Buy-Out. (a) At any time and from time to timea. If, during the Voting MembersTerm of this Agreement, 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”) Licensor enters into material discussions with a national title insurance companythird party respecting a potential sale of solely the Authorized Property from Licensor, 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 Licensor 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 inform Licensee 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 Buying Members and the Selling Member) to give each Buying Member good and clear title to such Selling Member’s Percentage Interest (or applicable portion thereof), and each Buying Member shall execute and deliver such assignment and, to the extent appropriate, such other instruments, (ii) the Selling Member shall pay any transfer or similar taxes arising out of or in connection with the sale and transfer of its Percentage Interest (or applicable portion thereof) to each Buying Member; (iii) the Buying Member shall pay the purchase price (or, if there is more than one Buying Member, each Buying Member shall pay its pro rata share of the purchase price) determined as provided in Section 11.5(a), after application of the Buy-Out Deposit paid by such Buying Member, by delivery of immediately available funds, such that the Selling Member receives an amount (including its share of the Buy-Out Deposit) equal to its Individual Member Price as determined by the Buy-Out Baseball Arbitration, and (iv) all amounts then payable by the Selling Member to the Company or to any other Member that is owed by the Selling Member pursuant to this Agreement shall be paid out of (and to the extent of) the Individual Member Price payable to such Selling Member. Each Buying Member shall purchase 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 Percentage Interest of the Selling Member (or in such other proportion as all the Buying Members shall agree to unanimously in writing, provided that the total amount being paid for the Selling Member’s Percentage Interest does not change). Notwithstanding anything to the contrary contained in this Section 11.5, the Buying Members may offset against amounts due to the Selling Member any amounts due from the Selling Member to the Company or to any Buying Members or their Affiliated Guarantors pursuant to this Agreement or any Reimbursement Agreement. (d) If the Selling Member fails to fulfill its obligation to sell its Percentage Interest under this Section 11.5 and such failure continues for discussions within ten (10) days after of such discussion. Licensor is not required to disclose the identity of the potential purchaser during these preliminary discussions. Except for those termination rights contained herein, Licensor may not terminate this Agreement while it is negotiating a sale of the Authorized Property with a potential purchaser. b. In the event that Licensor shall at any time during the Term of this Agreement receive a bona-fide, signed, written offer (a “Purchase Offer”) from a potential purchaser to acquire the Authorized Property with respect to the Authorized Products, Licensor shall submit a redacted copy of such Purchase Offer to Licensee within [****] from the date Licensor receives the Purchase Offer. Licensee shall have the right, exercisable by written notice to such Selling Member, then Licensor within [****] form the provisions date of Section 11.5(h) shall apply and, in addition, the Buying Member(s) shall be entitled to obtain specific performance delivery of the defaulting Selling Member’s obligation Purchase Offer to sell its Percentage Interest (or applicable portion thereof)Licensee, in which case the to purchase price such rights and interests for the Percentage Interest of the defaulting Selling Member (or applicable portion thereof) shall be reduced so as to be eighty-five percent (85%) of the Individual Member Price that would have otherwise applied under Section 11.5(a) if the defaulting Selling Member had not defaulted same price and shall otherwise be on the same terms and conditions as are contained in the Purchase Offer. If Licensee does not exercise the above-described right of first refusal by delivering written notice and an offer to purchase in the same form and upon the same terms and conditions as are contained in the Purchase Offer within such [****] period (a “Rejected Offer”), Licensor may complete the sale to such potential purchaser pursuant in substantial occurrence with the terms of the Purchase Offer, provided that apply if the sale to a purchase under this Section 11.5. The Members agree that such discount from 100% to 85% represents a fair and agreed to measurement of liquidated damages and the potential purchaser is not a penalty. (e) If all completed in substantial accordance with the terms and conditions of the Buying Members fail Purchase Offer, or if there is a material change to fulfill their obligation to buy the Percentage Interests terms of the Selling Member under this Section 11.5 and such failure continues for ten (10) days after written notice to the defaulting Buying MemberPurchaser Offer, then the provisions of Section 11.5(h) Licensee shall apply and, without any further action by any party, such purchase and sale shall be deemed to have been cancelled, in which case the Selling Member shall receive the Buy-Out Deposit paid by the defaulting Buying Member as liquidated damages. (f) If one or more but less than all of the Buying Members fail to fulfill its or their obligation to buy the applicable portion of the Percentage Interest of the Selling Member under this Section 11.5 (such portion of the Interest, the “Defaulted Buy-Out Interest”) and such failure continues for ten (10) days after written notice to all of the Buying Members, including each defaulting Buying Member, then each defaulting Buying Member shall be subject to the provisions of Section 11.5(h) and, in addition: (i) Within five (5) Business Days after the expiration of such 10-day period, at least one Executive appointed by each of the non-defaulting Buying Members shall meet (which may include telephonic participation pursuant to Section 10.16) with at least one Executive appointed by the Selling Member at the offices of the Company, or such other location as agreed to by such participants to determine whether, in addition to the pro rata share of the Selling Member’s Percentage Interest that each such Buying Member is obligated to buy pursuant to this Section 11.5, any one or more of the Buying Members (each, an “Electing Buying B/S Member”) will elect to acquire the Defaulted Buy-Out Interest at the same price that would have otherwise applied to such Defaulted Buy-Out Interest under this Section 11.5 if the defaulting Buying Member(s) had not defaulted. If there is more than one Electing Buying B/S Member, each will purchase its pro rata share of the Defaulted Buy-Out Interest based on the Percentage Interest of each Electing Buying B/S Member as a percentage of the aggregate Percentage Interest of all Electing Buying B/S Members (or as otherwise unanimously agreed upon by the Electing Buying B/S Members). Such meeting (the “Internal B/S Determination Meeting”) shall be conducted by a Qualifying Law Partner selected by the Selling Member, notice of which selection shall be given to all the Buying Members at least one (1) Business Day prior to such meeting. At such meeting, each non-defaulting Buying Member shall again have the right to become an Electing Buying B/S Member by electing by written notice (which in of first refusal provided herein under the case of any Executive participating by telephone may be made by email or fax) to the Selling Member and the other non-defaulting Buying Members to acquire its pro rata portion new terms of the Defaulted Buy-Out Interest; provided, however, that such election shall not affect such Electing Buying B/S Member’s obligation to purchase the Interest (or applicable portion thereof) of the Selling Member that such Electing Buying B/S Member was already obligated to buy pursuant to this Section 11.5. At the close of the Internal B/S Determination Meeting the Qualifying Law Partner shall announce the results of such meeting and confirm such results in writing (which may be by email or fax) to all the Members by no later 5:00 PM (local time in California) on the first Business Day following the meeting. The fees and disbursements of the Qualifying Law Partner incurred in connection with preparing for, conducting and confirming the results of the Internal B/S Determination Meeting shall be a Company expenseoffer. (ii) If the Internal B/S Determination Meeting results in there being one or more non-defaulting Buying Members, including the Electing Buying B/S Members, who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest) of the Selling Member, the closing on the purchase and sale of such Percentage Interest shall take place on the fifth (5th) Business Day following the Internal B/S Determination Meeting. The closing shall be in accordance with Section 11.5(c); provided that (A) the portion of the Percentage Interest of the Selling Member to be acquired by each of the Buying Members, including the Electing Buying B/S Members, but excluding each defaulting Electing Buying B/S Member, and the related portion of the purchase price, shall be determined pursuant to Section 11.5(f)(i) and (b) the Electing Buying B/S Members may elect to receive the Buy-Out Deposit of each of the defaulting Buying Members as liquidated damages (and if there is more than one Electing Buying B/S Member, such Buy-Out Deposit of the defaulting Buying Members shall be apportioned among the Electing Buying B/S Members in the same proportion as each of the Electing Buying B/S Members pay for the purchase price of the Defaulted Buy-Out Interest). c. In the event of a default by any sale of the Buying Members or Authorized Property by Licensor during the Selling Member at Term (an “IP Sale”): i. to remit to Licensee, upon the consummation of such closingIP Sale, fifty percent (50%) of those out-of-pocket marketing expenses (and, for avoidance of doubt, not in respect of payments of [****]) approved by Licensor in each case in writing which were expended by Licensee solely in promoting the Distilled Spirits Products hereunder as of the consummation of such IP Sale (collectively, the provision “Marketing Reimbursement”). ii. to remit to Licensee, upon the consummation of Sections 11.5(dsuch IP Sale (or in the event that not all compensation is paid upon the closing of such IP Sale, when and as such compensation is actually received by Licensor), 11.5(ea sales bonus (the “Sales Bonus”) based on a percentage set forth on Exhibit C attached hereto and hereby incorporated herein by this Section 11.5(f) shall again apply. reference (iii) If the Internal B/S Determination Meeting does not result in there being at least one non-defaulting Buying Member (including any Electing Buying B/S Members) who collectively agree to acquire the entire Percentage Interest (including the Defaulted Buy-Out Interest“Applicable Percentage”) of the Selling MemberNet Purchase Price (as defined below), actually received by Licensor in such IP Sale. The Applicable Percentage shall only apply to that amount actually received by Licensor respecting the IP Sale and shall not include amounts respecting holdbacks, escrows, Reimbursements and costs, expenses, taxes and the like paid or owing to any unaffiliated third party as part of, or if in connection with, or paid to a third-party respecting indemnification claims made by the non-defaulting Buying Members notify purchaser, as of any such IP Sale (the Selling Member “Net Purchase Price”). Further, in the event that there are no Electing Buying B/S Membersthe foregoing purchase and sale also contemplates the sale of any other intellectual property owned and/or held by Licensor and/or Artist, thendirectly or indirectly (e.g., with no further action by any party“REDNECK RIVIERA” in IC 25), then only that part of the Net Purchase Price applicable to the Authorized Property actively under license hereunder (e.g., the sale Initial Products only if Licensee is manufacturing and causing the active distribution of same at the time of such purchase and sale) shall be considered in computing the Sales Bonus hereunder. Subject to the Buying Members shall be deemed to have been cancelled. Upon such cancellationforegoing, the Selling Member shall have Sales Bonus will be calculated by applying the right to elect (A) to receive Applicable Percentage on a percentage basis, and adding all of the Buy-Out Deposits paid by the defaulting Buying Members as liquidated damagesrelevant tiers together. For instance, or (B) to pursue all rights and remedies that may be available to the Selling Member at law, in equity or otherwise against such defaulting Buying Members, including any claims for losses, damages and expenses (including attorneys’ fees) resulting from the failure below are examples of such defaulting Buying Members to close under this Section 11.5 as and when required.possible Sales Bonus amounts: