Buy-Sell Agreement Sample Clauses

Buy-Sell Agreement. (a) Upon the failure of Members to agree on any Major Decision or any other issue that could have a material impact on the Company, in the event of termination of the Hotel Development Agreement, the Fractional Development Agreement or the Fractional Management Agreement, or at any time after three (3) years after the execution of this Agreement, any Member that is not a Delinquent Member (the “Offeror”) may make an offer in writing (the “Offer”) to the other Members (the “Offeree”), which shall state an amount (the “Buy-Sell Value”) determined in the sole and absolute discretion of the Offeror. The Buy-Sell Value shall equal the fair market value of the Assets. An offer made pursuant to this Section 8.4 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 interests in the Company (including any interests held by, or Transferred to, its Affiliates), so long as the Offeree is not a Delinquent Member, or (ii) to purchase all, but not less than all, of the Offeree’s interests in the Company (including any interests held by or Transferred to its Affiliates). (b) If the Offeree believes in good faith that the Buy-Sell Value represents less than the fair market value of the Assets at the time of the Offer, then Offeree may, within ten (10) days of receipt of the Offer, deliver a written notice to the Offeror indicating that that an appraisal shall be required to determine the Buy-Sell Value. If the Offeree does not deliver such a notice within the ten (10) -day period, the Offeree will be deemed to have accepted the Buy-Sell Value. Both Offeror and Offeree shall each select an appraiser from a nationally recognized business valuation services firm qualified to perform hotel/spa business valuation appraisals within ten (10) days after receipt by Offeror of written notice that an appraisal shall be required. The two appraisers shall determine the Buy-Sell Value as of the time of the Offer within thirty (30) days after the expiration of the 10-day appraiser selection period. If the two appraisers can not agree on the Buy-Sell Value within the 30-day period (the “Initial Appraisal Period”) then the appraisers shall jointly select a third appraiser with similar qualifications within five (5) business days after the end of the Initial Appraisal Period and such appraiser shall determine the Buy-Sell Value within thirty (30) days after the end of the five (5) -day appraiser selection period (...

Buy-Sell Agreement. To the Knowledge of Acquired Corporation, there are no agreements among any of its shareholders granting to any person or persons a right of first refusal in respect of the sale, transfer, or other disposition of shares of outstanding securities by any shareholder of Acquired Corporation, any similar agreement or any voting agreement or voting trust in respect of any such shares.

Buy-Sell Agreement. The parties agree to enter into a buy/sell agreement to effect purchase of the deceased partner's share upon such partner's death, to be funded by life insurance policies.

Buy-Sell Agreement. (a) Notwithstanding Section 8.01(b), at any time after the earlier of (i) the date on which a Member acquires, directly or indirectly, ownership of more than fifty percent (50%) of the outstanding Class A Interests or (ii) June 1, 2009, either Ventures or Coinstar (the “Offering Party”) shall have the right, exercisable in its sole discretion, at any time thereafter to deliver a written notice (the “Buy-Sell Notice”) to the other party (the “Offeree Party”) indicating the Offering Party’s desire to sell all of its and its Affiliates’, if any, Class A Interests to the Offeree Party for fair market value as determined pursuant to Section 8.06(e). The Offeree Party shall then have the option to agree to purchase all (but not less than all) of the Offering Party’s and its Affiliates’, if any, Class A Interests (and the Interests of the other Members, in its sole discretion) within five (5) days of the receipt of written notice of the fair market value determination made pursuant to Section 8.06(e), and to complete such purchase within sixty (60) days after the receipt of all necessary approvals from any Governmental Entity or, if no such approvals are necessary, within sixty (60) days after the date on which the fair market value is determined pursuant to Section 8.06(e). (b) In the event the Offeree Party notifies the Offering Party in writing of its irrevocable and unconditional agreement to purchase all (but not less than all) of the Offering Party’s and its Affiliates’, if any, Class A Interests, the Offeree Party shall purchase all of the Class A Interests offered by the Offering Party and its Affiliates, if any (and shall, at its discretion, be entitled to purchase the Interests of the other Members), and the Offering Party and its Affiliates shall sell all such Class A Interests (and the other Members shall sell their Interests, in the Offeree Party’s discretion). The closing of such sale shall occur as soon as reasonably practicable (but, in any event, not more than sixty (60) days after the receipt of all necessary approvals from any Governmental Entity or, if no such approvals are necessary, not more than sixty (60) days after the date on which the fair market value is determined pursuant to Section 8.06(e)) at a time and place specified by the Offeree Party. At such closing, the Offeree Party shall deliver to the Offering Party and its Affiliates, if any, (and to the other Members, if applicable) the purchase price payment specified pursuant to Sect...

Buy-Sell Agreement. (a) The owners of the Class A Units or the owners of the Class B Units acting collectively as a group (the “Offeror”) may at any time make a buy-sell offer (the “Offer”) to the other group, excluding owners or affiliates owning only Non-Units (the “Offeree”) by notifying the Offeree in writing of the exercise of this right and stating in such notice the price at which the Offeror is willing either to buy all of the Units of the Company owned by the Offeree, or to sell the Offeree all of the Units of the Company owned by the Offeror, with the price per Unit and Non-Unit being the same for both the purchase and the sale. The Offer shall be deemed to include as an additional term and condition a promise by the Offeror to cause the release of the Offeree from all liabilities of the Company for which the Offeree or any asset of the Offeree is liable or subject to attachment as a result of being a guarantor or co-maker of such liabilities or a pledgor or mortgagor of assets securing such liabilities; provided, however, that any Person who will continue to be a Member of the Company after the closing shall not be entitled to such a release. The Offer shall not be revocable once the aforesaid notice has been delivered to the Offeree, (b) Within thirty (30) days after receipt by the Offeree of the Offeror’s written notice of the Offer, the Offeree shall send to the Offeror a written notice stating whether the Offeree elects (i) to purchase from the Offeror all of the Units of the Company owned by the Offeror at the price stated in the Offer and in accordance with the other terms and conditions thereof (including a release of the Offeror from personal liability for debts of the Company), or (ii) to sell to the Offeror all of the Units of the Company owned by the Offeree at the price stated in the Offer and in accordance with the other terms and conditions thereof (including a release of the Offeree from personal liability for debts of the Company). (c) Any Offer, notice or election which may be given by a group hereunder shall not be effective unless it is signed by all Persons included in such group. If the Offeree shall fail to notify the Offeror whether the Offeree elects to buy or sell within the time period specified in subparagraph (b) above, or if the notice delivered by the Offeree pursuant to such subparagraph is not signed by all of the Persons included in the Offeree group, the Offeree and each Person included in the Offeree group shall be deemed to have ...

Buy-Sell Agreement. The Parties shall have agreed to the terms of the Buy-Sell Agreement, to be executed at the Closing.

Buy-Sell Agreement. As a condition to receipt of any Shares hereunder, Participant shall become a party to the Buy-Sell Agreement among the Corporation and its shareholders or any document which replaces such agreement, as determined by the Committee in its discretion (the "Buy-Sell Agreement") and sign a copy of such agreement, to the extent required to do so by the Committee. All restrictions applicable to Shares under the Buy-Sell Agreement shall apply to Shares acquired under this Agreement.

Buy-Sell Agreement. In the event that one Partner desires to sell the Real Property and the other Partner does not desire to sell the Real Property, then in that event either Partner (sometimes hereinafter referred to as the "Offering Partner") may deliver a written notice (the "Notification") to the other Partner (sometimes hereinafter referred to as the "Non-Offering Partner"). The Notification shall state that the Offering Partner intends to purchase the entire Joint Venture interest of the Non-Offering Partner, the purchase price (which shall be stated in terms of a specific dollar amount per each one percent (1%) in Percentage Interest) which the Offering Partner will pay for such Joint Venture interest, the terms of payment, whether for cash or credit, and if on credit, the term, dates of payment, interest rate and security or collateral arrangements, as well as any and all other consideration being received or paid in connection with the proposed transaction, and any and all other terms, conditions, and details of such offer. The Notification shall also state that the Non-Offering Partner shall have ninety (90) days from the date of delivery of the Notification either to sell its entire Joint Venture interest to the Offering Partner, or to purchase the entire Joint Venture interest of the Offering Partner, with such purchase or sale to be consummated strictly upon the terms and conditions, and for the price per Percentage Interest, set forth in the Notification.

Buy-Sell Agreement. (a) In the event that this Agreement terminates due to a non-renewal by either party pursuant to paragraph 7(a), then upon termination (i) DTGroup shall have the option to purchase the Talent Division Assets (as defined below) not already owned by it (the "DTGroup Option"), and (ii) DMG will have the option to purchase the Talent Division Assets as defined below (the "DMG Option" or collectively with the DTGroup Option, the "Options") not already owned by it on the terms outlined herein. Each of the parties will have 45 days after the effective date of termination to notify the other party whether or not it desires to exercise its Option. (b) The exercise price of the Options will be equal to 50% of the average annual Gross Profit used in calculating DTGroup's ongoing compensation for the three years preceding termination. (c) If only one of parties desires to exercise its Option, then a closing will occur as soon as practicable after the end of the 45 day period referred to above at which the exercising party pays the exercise price and the non-exercising party transfers to the exercising party the Talent Division Assets owned by the non-exercising party. The exercise price shall be paid in full at closing, and the Talent Division Assets shall be transferred free and clear of all liens, claims and encumbrances, unless the parties mutually agree upon other terms. If DTGroup is the purchasing party, it shall be relieved of the name and non-competition obligations of paragraph 7(d). Both parties agree that in the event DTGroup purchases the Talent Division Assets, DMG will be allowed to operate its remaining business under the Diverse Media Group name. (d) If both parties, or neither party, state a desire to exercise its Option in the 45 day period, and if the parties cannot agree on a sale between themselves on mutually agreeable terms, then the parties shall use their best efforts to sell the Talent Division Assets to a third party on mutually agreeable terms, in which event the sales price (including cash and the value of any assumed debt), net of commissions and other customary costs of sale, shall be divided 50% to DTGroup and 50% to DMG. The parties shall cooperate with each other in good faith throughout the sale process. (e) As used herein, the "Talent Division Assets" shall mean (i) all tangible and intangible assets and rights used by DTGroup in connection with its talent agency business, including any agreements with talent retained or obtained by...

Buy-Sell Agreement. The successful bidder will be required to enter in a Buy-Sell Agreement upon the close of the auction. The failure by a successful bidder to enter into such agreement or the successful bidder’s failure to pay the bid amount for the land, or the failure to close the Buy-Sell Agreement in accordance with its terms and conditions shall result in the forfeiture of all fees and costs, including the bid deposit, and the auction shall be considered unsuccessful. The Applicant shall be entitled to the amount paid for the improvements only upon the successful closing of the Buy-Sell Agreement.