Buy-Sell. (a) If a Major Decision Dispute occurs at any time after to the date that is twelve (12) months following the Substantial Completion Date (such period, the "Lockout Date"), then each Member (in either case, the "Offeror"), may make an offer in writing to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-Sell Value") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to this Section 11.1 shall constitute an irrevocable offer by the Offeror to the Offeree either (I) to sell all, but not less than all, of the Offeror's interest in the Company to the Offeree or (II) to purchase all, but not less than all, of the Offeree's interest in the Company. The Offeree shall have thirty (30) days after receipt of an offer made pursuant to this Section 11.1(a) to elect either (x) to sell its interest in the Company to the Offeror for a price equal to the amount the Offeree would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii), or (y) to buy the Offeror's interest in the Company at a price equal to the amount the Offeror would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii). If the Offeree fails to make such an election within thirty (30) days after receipt of an offer under this Section 11.1(a), the Offeree shall be deemed to have elected to sell its interest in the Company. The sale of a Member's interest in the Company pursuant to this Section 11.1(a) shall proceed in accordance with Section 11.1(b). The Manager shall disclose to the Members, within 15 days of the offer made pursuant to this Section 11.1(a), all information concerning the Property and any other Assets that the Members requests, and the failure of the Manager to make such disclosure shall be deemed a material breach by the Manager of its obligations under this Agreement.
Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.
Buy-Sell. (a) Following foreclosure of the Pledged Interests by the Administrative Agent, pursuant to the Security Agreement, on as much of the Pledged Interests as Administrative Agent may foreclose on expeditiously and without opposition in accordance with the provisions of the Security Agreement, or, at the Administrative Agent’s election, following an Event of Default under the Loan Agreement and concurrently with the Administrative Agent’s exercise of remedies under the Security Agreement, Administrative Agent may exercise at any time the rights set forth in this Agreement. (For purposes of this Agreement, “foreclosure” shall include any transfer in lieu of foreclosure.)
Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.
Buy-Sell. Each of the following events shall constitute a “Buy-Sell Event” for purposes of this Agreement:
Buy-Sell. A party electing to proceed hereunder (also, “Offeror”) with respect to the undivided interest of a Co-Tenant in the Property (a “Co-Tenancy Interest “) shall do so by giving written notice thereof (“Buy-Sell Election Notice “) to the other Co-Tenant or Co-Tenants (also, “Offeree”), setting forth the Offeror's offer either (at Offeree's election, as hereinafter set forth) to purchase the Offeree's Co-Tenancy Interest or to sell to the Offeree the Offeror's Co-Tenancy Interest. In the event that Stonehenge is the Offeror, it must give the Buy-Sell Election Notice to both BR1 and BR2, and both BR1 and BR2 shall constitute the Offeree. The Buy-Sell Election Notice shall: (i) specify that the Buy-Sell Notice is an offer to purchase all of the Offeree's Co- Tenancy Interest, or to sell to the Offeree all of the Offeror' s Co-Tenancy Interest; (ii) specify the Buy-Sell Price applicable to the entire Property (hereinafter defined); (iii) specify the assumptions upon which the Buy-Sell Price is based and how transaction costs that are required to be paid by applicable law or contract in connection with such Buy-Sell (e.g., transfer taxes) are to be allocated between the Selling Party and Purchasing Party (as defined below), but only to the extent that local custom does not allocate such costs; provided, however, any loan which constitutes a lien on the Property (including the Loan) shall be .treated as if being assumed rather than paid off at such closing and the assumption fees shall be paid by the Purchasing Party, and legal fees, consultant fees, brokerage commissions and any and all due diligence costs and expenses (including, without limitation, title, survey, and title insurance premiums) incurred by a Co-Tenant shall be borne solely by such Co-Tenant; and (iv) state the date for Closing, which shall be not more than ninety (90) days following the date of the Buy-Sell Election Notice. “Buy-Sell Price” shall mean the gross asset value attributed to the Property and included in a Buy-Sell Election Notice.
Buy-Sell. (a) Any time after the date that is twenty-four (24) months after Completion of the Project, either Woodfield or CNL may make an offer to purchase the other’s Entire Interest or sell its Entire Interest for such purchase price (which shall be payable in cash at the closing of any such transaction) and on such terms as such Member (the “Proposer”) may propose in a notice (the “Sale Proposal”) to the other Member (the “Responding Member”). The Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest.
Buy-Sell. (a) Either Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the Buy/Sell Effective Date (as hereinafter defined) through and including the Standstill Expiration Date. Anything herein to the contrary notwithstanding, buy/sell procedures may not be instituted more than once with respect to any Partnership (except that the delivery of a Buy/Sell Offer that is rescinded pursuant to section 4.2(d) hereof shall not constitute the institution of buy/sell procedures for this purpose). Such buy/sell procedures shall cover, in the case of Olympia, all Units of a Partnership acquired by Olympia and/or any Permitted Transferee pursuant to an Offer (other than Units purchased by Presidio upon exercise of the Call Option) and all other Units owned by Olympia or any affiliate of Olympia at the time the buy/sell procedures are initiated (collectively, the "Olympia Covered Units") and, in the case of Presidio, all Units of such Partnership acquired by Presidio or any affiliate of Presidio upon exercise of the Call Option (collectively, the "Presidio Covered Units").
Buy-Sell. As provided in this Section, each Member may initiate the operation of the buy/sell provisions set forth on Exhibit G hereto (the “Buy/Sell Provisions”), by such electing party giving written notice (the “Buy/Sell Initiation Notice”) to the other Member; provided, such election may be made by the X Member only following the occurrence of a Trigger Event or a Deadlock and may be made by the Y Member following the occurrence of a Deadlock or if the Removal has occurred, and; provided, further, however, that a Member may not initiate the Buy/Sell Provisions if the Buy/Sell Provisions are then in effect with respect to a prior Buy/Sell Initiation Notice. The Member triggering such right shall be the “Initiating Member” and the other Member shall be the “Responding Member” for the purposes of the Buy/Sell Provisions. Following the election of the Buy/Sell Provisions as provided in this Section 11.5, the Members shall follow and comply with the Buy/Sell Provisions set forth on Exhibit G, which Buy/Sell Provisions are incorporated into this Section 11.5 by reference. For purposes of this Section 11.5, a “Deadlock” shall mean, and be deemed to have occurred, if the Members cannot agree on a Major Decision as required under this Agreement and such lack of agreement continues for more than sixty (60) days after the matter was first considered by the Members or proposed for approval and such Major Decision has not been withdrawn for consideration. Notwithstanding anything in this Section 11.5 to the contrary, to the extent that any realty transfer tax is imposed by the [Commonwealth of Pennsylvania and/or the City of Philadelphia] as a result of the Buy/Sell Provisions or a buy/sell transfer made pursuant to the Buy/Sell Provisions, the Members hereby agree that such transfer tax shall be the responsibility of the Initiating Member.
Buy-Sell. 12.01 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
