Buy-Sell Arrangement. Any time after the occurrence and during the continuation of (i) a Major Dispute for a period of not less than fifteen (15) days (such 15-day period to commence upon written notice by a Member to the other Member), or (ii) an event triggering the Subsidiary REIT’s “Excess Share” provisions pursuant to its limited liability company agreement (or other governing instrument), then either Member shall be entitled to initiate the buy/sell rights set forth in this Section 8.2.
(a) Either Member (an “Offeror”) may serve upon the other Member (an “Offeree”) a notice (an “Offering Notice”) which shall contain the following:
(i) statement of intent to rely on this Section 8.2; and
(ii) a statement of the aggregate dollar amount that the Offeror would be willing to pay in cash (the “Offer Price”) for all of the Offeree’s interest (the “Buy/Sell Interest”) in the Shares (assuming that the Venture were liquidated and the Shares owned by the Venture were distributed in-kind to the Members), as specified in the Offering Notice.
(b) Within thirty (30) days after receipt of the Offering Notice by the Offeree (the “Option Period”), the Offeree shall notify the Offeror whether the Offeree elects:
(i) to sell its Buy/Sell Interest to the Offeror for a price equal to the Offer Price; or
(ii) to purchase the Buy/Sell Interest of the Offeror for a price (the “Alternative Offer Price”) that is in proportion to the Offer Price (based upon the relative Percentage Interests of the Members), together with a statement of whether the Offeree elects to purchase the Offeror’s Buy/Sell Interest in respect of the Venture or the Shares.
(c) If the Offeree does not notify the Offeror of its election prior to expiration of the Option Period, the Offeree shall for all purposes be conclusively deemed to have elected to sell its Buy/Sell Interest to the Offeror for the Offer Price indicated in Section 8.2 (a)(ii).
(d) (i) If XX XXXX is the Member obligated to purchase the Buy/Sell Interest under Section 8.2(b) or (c) (the “Purchaser”), then within five (5) Business Days after the date of the exercise of the election by the Offeree or five (5) Business Days after the expiration of the Option Period, whichever is earlier, the Purchaser shall deposit in cash an amount in escrow, which amount while in escrow shall be invested in Permitted Temporary Investments as directed by the Purchaser (such amount, together with any interest earned thereon being the “Xxxxxxx Money”), equal to 10% of the Offer Pr...
Buy-Sell Arrangement. 1. Is there a written buy-sell agreement? o Yes o No
2. Are all other parties to agreement already covered by or applying for comparable amounts of insurance? o Yes o No If No, explain : b. o Key Person
1. Are all other key persons covered by or applying for comparable amounts of insurance? o Yes o No
2. Why is the Proposed Insured considered “key”? (Detail special skills/knowledge/ability.) o
Buy-Sell Arrangement. 1. Utility will purchase power from qualifying small power production or cogeneration facilties at a rate which reflects the cost which Utility can avoid as a result of obtaining the power.
2. Utility will sell power to qualifying small power production or cogeneration facilities based on filed Rate Schedules applicable to comparable customers without generation.
3. Utility offers two metering options to QF's.
a. Netting Generation and Load - Metering Option I
1. The QF can choose to have the metering arranged so that Utility purchases the (Continued) -------------------------------------------------------------------------------- Issued: 3/20/81 Issued By: Effective: 3/20/81 Xxx X. Xxxxxxx President Advice No.: 176-E -------------------------------------------------------------------------------- EXHIBIT K - 2 of 7 SIERRA PACIFIC POWER COMPANY 000 X. Xxxxx Xxxx, Reno, Nevada 4th Revised P.S.C.N. Sheet No. 48 Tariff No. Electric No. Cancelling 3rd Revised P.S.C.N. Sheet No. 48 -------------------------------------------------------------------------------- COGENERATORS AND SMALL POWER PRODUCERS (QF'S) (Continued)
a. Netting Generation and Load - Metering Option I (continued)
1. (Continued) net energy which the QF does not use, and so that Utility sells the net energy which the QF does not generate.
2. When the QF's generation output is greater than his load, Utility will purchase the excess energy which the QF does not use. The purchase meters will register only the energy which is supplied from the QF's system to Utility's system.
3. When the QF's generation output is less than his load, Utility will charge the QF only for the power requirements which are not supplied by the QF's generation. The billing meters will register only the power requirements which are supplied from Utility's system to the QF's system.
4. Neither the purchase meters nor the billing meters will be allowed to reverse rotation.
5. If the applicable rate schedule requires demand metering the demand meter will register only the demand which is supplied from Utility's system to the QF's system. This demand meter will be used to determine the billing demand and the applicable rate schedule.
Buy-Sell Arrangement. 1. Is there a written buy-sell agreement? o Yes o No
2. Are all other parties to agreement already covered by or applying for comparable amounts of insurance? o Yes o No o
Buy-Sell Arrangement. 5.1 In the event the event that the Company fails to meet 60% of its 2010 Business Plan Revenue Projections, Dresnick shall have the right to Buy-Out all other Shareholders (“Other Shareholders”). Price for the purchase of such shares shall be calculated using EBITDA for the year 2010 times 3. Each Shareholder other than Dresnick shall get his proportionate share of the amount calculated.
5.2 In the event Dresnick fails for whatever reason to fund at the level required in the attached business plan then the Other Shareholders shall have the right to purchase Dresnick’s shares. The price for the purchase of such shares shall be calculated using EBITDA for the 12 months preceding times 4.
Buy-Sell Arrangement. Either Member shall be entitled to initiate the FIRPTA Buy / Sell (A) from and after the FIRPTA Event Buy / Sell Exercise Date by initiating the FIRPTA Event Buy / Sell Procedures if such Member is entitled to initiate the FIRPTA Event Buy / Sell Procedures pursuant to Section 6.10(b)(B)(ii)(2) of this Agreement or (B) by initiating the FIRPTA Event Buy / Sell Procedures at any time from and after the FIRPTA Event Buy / Sell Exercise Date so long as (i) the Major Dispute Project Sale Right set forth in Article 13 of this Agreement (subject to the terms, provisions and conditions thereof) has not then been exercised by BH MP and (ii) neither Member has then initiated the FIRPTA Buy / Sell and the FIRPTA Event Buy / Sell Procedures in accordance with Section 8.2(A) of this Agreement.
Buy-Sell Arrangement
