Common use of Buy-Sell Arrangement Clause in Contracts

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 Price or Alternative Offer Price, as the case may be (such Offer Price or Alternative Offer Price, as applicable, being the “Purchase Price”), with an independent third party (the “Escrow Agent”) reasonably satisfactory to BH MP as the Member obligated to sell its Interest under this Section 8.2(d) (the “Seller”). The Xxxxxxx Money shall be applied against the Purchase Price at the closing referenced below, or shall be paid to the Seller as liquidated damages in the event of a default by the Purchaser in accordance with this Section 8.2(d)(i). In the event the Purchaser fails to deposit timely such Xxxxxxx Money as provided above or fails or refuses to close on the purchase and sale of its Buy/Sell Interest on the Closing Date (such Purchaser being then referred to as the “Defaulting Purchaser”), then within fifteen (15) days thereafter, unless the Defaulting Purchaser has earlier cured such default by depositing the required Xxxxxxx Money as provided above or has proven to the reasonable satisfaction of the Seller that the Defaulting Purchaser is ready, willing and able to close such purchase and sale, the Seller shall have the option of substituting itself as Purchaser of the Buy/Sell Interest of the Defaulting Purchaser (such Seller being then referred to as the “Substituted Purchaser”) under this Section 8.2(d) at a purchase price (the “Substituted Purchase Price”) equal to 90% of the Purchase Price multiplied by the ratio of XX XXXX’x Percentage Interest to BH MP’s Percentage Interest if the Defaulting Purchaser is XX XXXX (or if, after becoming the Purchaser in accordance with Section 8.2(e), BH MP or the BH MP Venture is the Defaulting Purchaser, 90% of the Purchase Price multiplied by the ratio of BH MP’s Percentage Interest to XX XXXX’x Percentage Interest). In the event that the Seller elects to become the Substituted Purchaser in accordance with the preceding sentence, the Seller shall, within 10 Business Days after the Seller obtains the right to become the Substituted Purchaser, give written notice to the Defaulting Purchaser of its intention to do so, which notice shall specify the Substituted Purchase Price. Within five (5) Business Days after such notice the Substituted Purchaser shall deposit Xxxxxxx Money equal to 10% of the Substituted Purchase Price in escrow with an Escrow Agent selected by the Substituted Purchaser, whereupon, for purposes of Sections 8.2(d)(ii) and (iii) below, the Substituted Purchaser shall become the Purchaser, the Defaulting Purchaser shall become the Seller and the Substituted Purchase Price shall become the Purchase Price. Alternatively, after the default by the Defaulting Purchaser and its failure to cure such default prior to the earlier of (A) fifteen (15) days after such default and (B) the Seller’s election to become the Substituted Purchaser, the Seller may elect to obtain, and retain as liquidated damages for the Defaulting Purchaser’s default under this Section 8.2(d), the amount of Xxxxxxx Money deposited by the Defaulting Purchaser (or the amount that should have been deposited by the Defaulting Purchaser as Xxxxxxx Money but was not).

Buy-Sell Arrangement. Any (a) At any time after the occurrence first anniversary of the date hereof, but only for so long as both a Governance Termination Event and during a Principal Termination Event have not occurred, if either group believes, in its good faith judgment that a bona fide dispute exists between the continuation of Groups, then such Group (i) a Major Dispute for a period of not less than fifteen (15) days (such 15-day period to commence upon the "Initiating Group"), by written notice by a Member (the "Notice") to the other MemberGroup (the "Other Group"), or may initiate a buy-sell option (iithe "Option") an event triggering subject to 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 terms and conditions 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 Noticebelow. (b) Within thirty (30) days after receipt The Initiating Group may initiate the Option only if the holders of at least 75% of its Specified Shares approve such initiation. All other actions taken with respect to the Option by a Group shall require the approval of the Offering Notice by the Offeree (the “Option Period”), the Offeree shall notify the Offeror whether the Offeree elects: (i) to sell holders of at least a majority of 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 Specified Shares. (c) If the Offeree does not notify the Offeror of its election prior to expiration The Notice shall specify a price per share (or other security) for all of the Specified Shares owned by the Other Group. The Other Group shall have the irrevocable Option Periodto elect either (i) to sell (the "Sale Option") to the Initiating Group (or its designee) all of the Specified Shares owned by the Other Group at the date of receipt of the Notice (the "Receipt Date") at the price per share (or other security) set forth in the Notice or (ii) to purchase (the "Purchase Option") all of the Specified Shares owned by the Initiating Group on the Receipt Date at the price per share (or other security) set forth in the Notice. Such election, which shall be irrevocable, shall be made by written notice from the Offeree Other Group to the Initiating Group within 15 days of the Receipt Date, provided however if the Other Group fails to duly make an election in this time period, it shall for all purposes conclusively 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)Sale Option. (d) (i) If XX XXXX is the Member obligated to purchase the Buy/Sell Interest under Section 8.2(b) or (c) The closing (the “Purchaser”), then within five (5"Closing") 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 Price or Alternative Offer Price, as the case may be (such Offer Price or Alternative Offer Price, as applicable, being the “Purchase Price”), with an independent third party (the “Escrow Agent”) reasonably satisfactory to BH MP as the Member obligated to sell its Interest under this Section 8.2(d) (the “Seller”). The Xxxxxxx Money shall be applied against the Purchase Price at the closing referenced below, or shall be paid to the Seller as liquidated damages in the event of a default by the Purchaser in accordance with this Section 8.2(d)(i). In the event the Purchaser fails to deposit timely such Xxxxxxx Money as provided above or fails or refuses to close on the purchase and sale under the Sale Option or the Purchase Option shall take place at the offices of the Company on a date specified in writing on at least 5 business days' notice by the Group purchasing the Specified Shares (the "Buying Group") to the Group selling its Buy/Sell Interest on Specified Shares (the Closing "Selling Group"), but in any event within 45 days of the Receipt Date (subject to adjournment if and to the extent necessary to obtain any necessary governmental approvals or to satisfy any legal waiting periods). The purchase price shall be payable by the Buying Group (or its designee) to the Selling Group in U.S. dollars in cash or immediately available funds at the Closing. At the Closing, the Selling Group shall transfer its Specified Shares to the Buying Group (or its designee) and shall deliver such Purchaser being then referred Specified Shares to as the “Defaulting Purchaser”Buying Group (or its designee), then within fifteen (15) days thereafterwith appropriate instruments of transfer, unless free and clear of any lien, claim or encumbrance. Pending the Defaulting Purchaser has earlier cured such default by depositing Closing, the required Xxxxxxx Money as provided above or has proven to the reasonable satisfaction Specified Shares of the Seller that Selling Group shall be voted by the Defaulting Purchaser is readyBuying Group, willing and able appropriate proxies shall be promptly delivered to close effectuate this agreement. (e) Each Group shall execute and deliver such purchase instruments and saleagreements, and shall take such actions, as may be reasonably requested by the Seller shall have other Group to carry out the option purposes of substituting itself as Purchaser of the Buy/Sell Interest of the Defaulting Purchaser (such Seller being then referred to as the “Substituted Purchaser”) under this Section 8.2(d) at a purchase price (the “Substituted Purchase Price”) equal to 90% of the Purchase Price multiplied by the ratio of XX XXXX’x Percentage Interest to BH MP’s Percentage Interest if the Defaulting Purchaser is XX XXXX (or if, after becoming the Purchaser in accordance with Section 8.2(e), BH MP or the BH MP Venture is the Defaulting Purchaser, 90% of the Purchase Price multiplied by the ratio of BH MP’s Percentage Interest to XX XXXX’x Percentage Interest). In the event that the Seller elects to become the Substituted Purchaser in accordance with the preceding sentence, the Seller shall, within 10 Business Days after the Seller obtains the right to become the Substituted Purchaser, give written notice to the Defaulting Purchaser of its intention to do so, which notice shall specify the Substituted Purchase Price. Within five (5) Business Days after such notice the Substituted Purchaser shall deposit Xxxxxxx Money equal to 10% of the Substituted Purchase Price in escrow with an Escrow Agent selected by the Substituted Purchaser, whereupon, for purposes of Sections 8.2(d)(ii) and (iii) below, the Substituted Purchaser shall become the Purchaser, the Defaulting Purchaser shall become the Seller and the Substituted Purchase Price shall become the Purchase Price. Alternatively, after the default by the Defaulting Purchaser and its failure to cure such default prior to the earlier of (A) fifteen (15) days after such default and (B) the Seller’s election to become the Substituted Purchaser, the Seller may elect to obtain, and retain as liquidated damages for the Defaulting Purchaser’s default under this Section 8.2(d), the amount of Xxxxxxx Money deposited by the Defaulting Purchaser (or the amount that should have been deposited by the Defaulting Purchaser as Xxxxxxx Money but was not)2.

Buy-Sell Arrangement. Any time after the occurrence and during the continuation continuance of (i) a Major Dispute for a period of not less than fifteen (15) days (such fifteen (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 8.29.2. (a) Either Member (an “Offeror”) may serve upon the other Member (an “Offeree”) a notice (an “Offering Notice”) which shall contain the following: (i) a statement of intent to rely on this Section 8.29.2; 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 in the Shares (the “Buy/Sell Interest”) in which the Shares (assuming that Offeree would hold if the Venture were was 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 to purchase or sell prior to the 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)(ii9.2(a)(ii). (d) (i) If XX XXXX is the The Member obligated to purchase the Buy/Sell Interest under Section 8.2(b9.2(b) or (c) (the “Purchaser”) shall, within (A) five (5) Business Days after (x) in the case of the Offeree, its election to purchase pursuant to Section 9.2(b)(ii) and (y) in the case of the Offeror, Offeree’s election to sell pursuant to Section 9.2(b)(i) or its deemed election to sell pursuant to Section 9.2(c); or (B) if an election to extend the closing has been made pursuant to Section 9.2(e), then within five (5) Business Days after the date of election to proceed with the exercise of purchase made during the election by the Offeree or five one hundred fifty (5150) Business Days after the expiration of the Option Periodday period provided for therein, 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 thereon, being the “Xxxxxxx MoneyMoney Deposit”), equal to ten percent (10% %) of the Offer Price or Alternative Offer Price, as the case may be (such Offer Price or Alternative Offer Price, as applicable, being the “Purchase Price”), with an independent third party (the “Escrow Agent”) reasonably satisfactory to BH MP as the Member obligated to sell its Buy/Sell Interest under this Section 8.2(d9.2(b) or (c) (the “Seller”). The Xxxxxxx Money Deposit shall be applied against the Purchase Price at the closing referenced below, or shall be paid to the Seller as liquidated damages in the event of a default by the Purchaser in accordance with this Section 8.2(d)(i9.2(d)(i); provided, however, that the Seller shall not be entitled to receive the Xxxxxxx Money Deposit of the defaulted Purchaser, if any, as liquidated damages if it elects to become the Substituted Purchaser in accordance with this Section 9.2(d). In the event the Purchaser fails to deposit timely such Xxxxxxx Money Deposit as provided above or fails or refuses to close on the purchase and sale of its Buy/Sell Interest on the Closing Date (such Purchaser being then referred to as the “Defaulting Purchaser”), then within fifteen (15) days thereafter, unless the Defaulting Purchaser has earlier cured such default by depositing the required Xxxxxxx Money Deposit as provided above or has proven to the reasonable satisfaction of the Seller that the Defaulting Purchaser is ready, willing and able to close such purchase and sale, the Seller shall have the option of substituting itself as the Purchaser of the Buy/Sell Interest of the Defaulting Purchaser (such Seller being then referred to as the “Substituted Purchaser”) under this Section 8.2(d9.2(d) at a purchase price (the “Substituted Purchase Price”) equal to ninety percent (90% %) of the Purchase Price multiplied by the ratio of XX XXXX’x Percentage Interest to BH MP’s Percentage Interest if the Defaulting Purchaser is XX XXXX (or if, after becoming the Purchaser in accordance with Section 8.2(e), BH MP or the BH MP Venture is the Defaulting Purchaser, 90% of the Purchase Price multiplied by the ratio of BH MP’s Percentage Interest to XX XXXX’x the Substituted Purchaser’s Percentage Interest). In the event that the Seller elects to become the Substituted Purchaser in accordance with the preceding sentence, the Seller shall, within 10 Business Days fifteen (15) days after the Seller obtains the right to become the Substituted Purchaser, give written notice to the Defaulting Purchaser of its intention to do so, which notice shall specify the Substituted Purchase PricePrice and whether or not the Substituted Purchaser elects to extend the closing pursuant to Section 9.2(e). Within five (5) Business Days after (x) the giving of such notice or (y) if an election to extend the closing is made pursuant to Section 9.2(e), the giving of notice of election to proceed with the purchase made during the one hundred fifty (150) day period provided for therein, the Substituted Purchaser shall deposit an Xxxxxxx Money Deposit equal to ten percent (10% %) of the Substituted Purchase Price in escrow with an Escrow Agent selected by the Substituted Purchaser, whereupon, for purposes of Sections 8.2(d)(ii9.2(d)(ii), (iii), (iv) and (iiiv) and Section 9.2(e) below, the Substituted Purchaser shall become the Purchaser, the Defaulting Purchaser shall become the Seller and the Substituted Purchase Price shall become the Purchase Price. Alternatively, after the default by the Defaulting Purchaser and its failure to cure such default prior to the earlier of (A) within fifteen (15) days after such default and (B) the Seller’s election to become the Substituted Purchaserthereafter, the Seller may elect to obtaindecline its option to become the Substituted Purchaser and obtain and retain, and retain as liquidated damages for the Defaulting Purchaser’s default under this Section 8.2(d9.2(d), the amount of the Xxxxxxx Money Deposit deposited by the Defaulting Purchaser (or the amount that should have been deposited by the Defaulting Purchaser as the Xxxxxxx Money Deposit but was not).

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 At any time that PHL and PXRE are the sole Members, any Member (an “Offeror”the "Exercising Member") may serve upon shall have the right, exercisable by written notice to 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”Offer") in the Shares (assuming that the Venture were liquidated and the Shares owned by the Venture were distributed in-kind to the Members), as offer to sell its Interest at a cash purchase price specified in the Offering NoticeBuy/Sell Offer. The other Member (the "Electing Member") shall elect, by written notice (the "Notice of Election") within thirty (30) days of receipt of the Buy/Sell Offer, either: (x) to purchase the Exercising Member's Interest at the purchase price specified in the Buy/Sell Offer or (y) to sell its Interest to the Exercising Member at a cash purchase price which bears the same proportional relationship to its Interest as the purchase price set forth in the Buy/Sell Offer bears to the Exercising Member's Interest. (b) Within If the Electing Member elects to proceed pursuant to clause (x) of subsection (a), the Members shall, within 30 days after receipt of the Notice of Election, execute such documents and instruments reasonably required to cause the purchase and sale of the Exercising Member's Interest at the purchase price specified in the Buy/Sell Offer. The closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days after receipt of thereafter. At the Offering Notice by the Offeree (the “Option Period”)closing, the Offeree Exercising Member shall notify the Offeror whether the Offeree elects: (i) to sell transfer its Buy/Sell Interest to the Offeror for a price equal to the Offer Price; or (ii) to purchase the Buy/Sell Interest free and clear 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 Sharesany and all encumbrances. (c) If the Offeree does not notify Electing Member elects to proceed pursuant to clause (y) of subsection (a), the Offeror of its election prior to expiration Members shall, within 30 days after receipt of the Option PeriodNotice of Election, execute such documents and instruments reasonably required to cause the Offeree shall for all purposes be conclusively deemed purchase and sale of the Electing Member's Interest at a purchase price which bears the same proportional relationship to have elected to sell its Interest as the purchase price set forth in the Buy/Sell Interest Offer bears to the Offeror for Exercising Member's Interest. The closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days thereafter. At the Offer Price indicated in Section 8.2 (a)(ii)closing, the Electing Member shall transfer its Interest free and clear of any and all encumbrances. (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 Price or Alternative Offer Price, as the case may be (such Offer Price or Alternative Offer Price, as applicable, being the “Purchase Price”), with an independent third party (the “Escrow Agent”) reasonably satisfactory to BH MP as the Member obligated to sell its Interest under this Section 8.2(d) (the “Seller”). The Xxxxxxx Money shall be applied against the Purchase Price at the closing referenced below, or shall be paid to the Seller as liquidated damages in In the event of a default sale pursuant to this Section 14.2, any Designated Investment(s) relating to Special Interest(s) held by the Purchaser Member not purchasing the other Member's Interest shall be distributed in accordance with this Section 8.2(d)(i). In the event the Purchaser fails kind to deposit timely such Xxxxxxx Money as provided above or fails or refuses to close on the purchase and sale of its Buy/Sell Interest on the Closing Date (such Purchaser being then referred to as the “Defaulting Purchaser”), then within fifteen (15) days thereafter, unless the Defaulting Purchaser has earlier cured such default by depositing the required Xxxxxxx Money as provided above or has proven Member prior to the reasonable satisfaction of the Seller that the Defaulting Purchaser is ready, willing and able to close such purchase and sale, the Seller shall have the option of substituting itself as Purchaser of the Buy/Sell Interest of the Defaulting Purchaser (such Seller being then referred to as the “Substituted Purchaser”) closing under this Section 8.2(d) at a purchase price (the “Substituted Purchase Price”) equal to 90% of the Purchase Price multiplied by the ratio of XX XXXX’x Percentage Interest to BH MP’s Percentage Interest if the Defaulting Purchaser is XX XXXX (or if, after becoming the Purchaser in accordance with Section 8.2(e), BH MP or the BH MP Venture is the Defaulting Purchaser, 90% of the Purchase Price multiplied by the ratio of BH MP’s Percentage Interest to XX XXXX’x Percentage Interest). In the event that the Seller elects to become the Substituted Purchaser in accordance with the preceding sentence, the Seller shall, within 10 Business Days after the Seller obtains the right to become the Substituted Purchaser, give written notice to the Defaulting Purchaser of its intention to do so, which notice shall specify the Substituted Purchase Price. Within five (5) Business Days after such notice the Substituted Purchaser shall deposit Xxxxxxx Money equal to 10% of the Substituted Purchase Price in escrow with an Escrow Agent selected by the Substituted Purchaser, whereupon, for purposes of Sections 8.2(d)(ii) and (iii) below, the Substituted Purchaser shall become the Purchaser, the Defaulting Purchaser shall become the Seller and the Substituted Purchase Price shall become the Purchase Price. Alternatively, after the default by the Defaulting Purchaser and its failure to cure such default prior to the earlier of (A) fifteen (15) days after such default and (B) the Seller’s election to become the Substituted Purchaser, the Seller may elect to obtain, and retain as liquidated damages for the Defaulting Purchaser’s default under this Section 8.2(d), the amount of Xxxxxxx Money deposited by the Defaulting Purchaser (or the amount that should have been deposited by the Defaulting Purchaser as Xxxxxxx Money but was not)14.2.

Buy-Sell Arrangement. Any time after (a) The Purchasers, acting as a group, and the occurrence and Founders, acting as a group, will each have the right to initiate the following buy-sell procedure during the continuation of (i) a Major Dispute for a period commencing upon the expiration of not less than fifteen 30 full calendar months following the date of the Initial Closing Date and ending upon the termination of this Agreement. The group wishing to initiate the procedure (15the "Initiating Group") days shall submit an offer (such 15-day period to commence upon written notice by a Member the "Offer") in writing 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 group (the “Offer Price”"Responding Group") for to purchase all shares of Common Stock (and if the Offeree’s interest (Founders are the “Buy/Sell Interest”Initiating Group, all shares of Preferred Stock) in the Shares (assuming that the Venture were liquidated and the Shares owned by the Venture were distributed in-kind Responding Group for a cash price per share of Common Stock (the "Offer Price") to the Members), as be specified in the Offering Noticeoffer, and, if Preferred Stock must be included in the offer, at the cash price for shares thereof set forth below (the "Preferred Stock Price"). (b) Within thirty (30) The Responding Group shall, within 60 days after of receipt of the Offering Notice by the Offeree (the “Option Period”)such offer, the Offeree shall notify the Offeror whether the Offeree elects: elect either (i) to sell its Buy/Sell Interest all shares of the Company's stock owned by it to the Offeror for a price equal to the Offer Price; or Initiating Group or (ii) to purchase the Buy/Sell Interest all shares of the Offeror for a price (Company's stock owned by the “Alternative Offer Price”) that is in proportion to Initiating Group at the Offer Price and (based upon if applicable) the relative Percentage Interests of Preferred Stock Price, in which event the Members), together with a statement of whether Initiating Group shall sell all such shares owned by it to the Offeree elects to purchase the Offeror’s Buy/Sell Interest in respect of the Venture or the Shares. (c) Responding Group. If the Offeree Responding Group does not notify the Offeror give written notice of its election prior to expiration of the Option PeriodInitiating Group within such 60 day period, the Offeree it shall for all purposes be conclusively deemed to have elected to sell its Buy/Sell Interest shares to the Offeror for Initiating Group. (c) Whichever of the Initiating Group or the Responding Group is to make the purchase hereunder (the "Acquiring Group") shall consummate such purchase within 180 days of such election by the Responding Group. If the Acquiring Group is unable to consummate such purchase, then the other group may, at its option, either purchase the Acquiring Group's shares or again initiate the procedure at a future date, and such Acquiring Group shall no longer have the right to submit an Offer Price indicated in Section 8.2 accordance with paragraph (a)(ii)a) above. (d) (i) If XX XXXX The Preferred Stock Price for each share of Series A Preferred Stock shall be the Offer Price that would be payable for the shares of Common Stock into which each such share of Series A Preferred Stock is the Member obligated convertible. The Preferred Stock Price for each share of Series B Preferred Stock shall be $10 plus accrued but unpaid dividends thereon 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 purchase. (5e) 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 Price or Alternative Offer Price, as the case may be (such Offer Price or Alternative Offer Price, as applicable, being the “Purchase Price”), with an independent third party (the “Escrow Agent”) reasonably satisfactory to BH MP as the Member obligated to sell its Interest under this Section 8.2(d) (the “Seller”). The Xxxxxxx Money shall be applied against the Purchase Price at the closing referenced below, or shall be paid to the Seller as liquidated damages in In the event that the Founders sell all shares of a default Common Stock then held by the Purchaser them in accordance with this Section 8.2(d)(i). In 3, Xxxxxxxx hereby agrees that, for the event the Purchaser fails to deposit timely eighteen month period following such Xxxxxxx Money as provided above sale, he will not (i) engage, whether directly or fails indirectly, in competition with or refuses to close on the purchase and sale of its Buy/Sell Interest on the Closing Date (such Purchaser being then referred to as the “Defaulting Purchaser”), then within fifteen (15) days thereafter, unless the Defaulting Purchaser has earlier cured such default by depositing the required Xxxxxxx Money as provided above conduct any business or has proven activity identical or similar to the reasonable satisfaction business of the Seller that the Defaulting Purchaser is ready, willing and able to close such purchase and sale, the Seller shall have the option of substituting itself as Purchaser Company or any subsidiary of the Buy/Sell Interest Company as presently conducted or as may be conducted by the Company or any such subsidiary in the future, (ii) solicit any customer of the Defaulting Purchaser (such Seller being then referred to as the “Substituted Purchaser”) under this Section 8.2(d) at a purchase price (the “Substituted Purchase Price”) equal to 90% Company or any subsidiary of the Purchase Price multiplied by the ratio of XX XXXX’x Percentage Interest to BH MP’s Percentage Interest if the Defaulting Purchaser is XX XXXX (Company or if, after becoming the Purchaser in accordance with Section 8.2(e), BH MP or the BH MP Venture is the Defaulting Purchaser, 90% of the Purchase Price multiplied by the ratio of BH MP’s Percentage Interest to XX XXXX’x Percentage Interest). In the event that the Seller elects to become the Substituted Purchaser in accordance with the preceding sentence, the Seller shall, within 10 Business Days after the Seller obtains the right to become the Substituted Purchaser, give written notice to the Defaulting Purchaser of its intention to do so, which notice shall specify the Substituted Purchase Price. Within five (5) Business Days after such notice the Substituted Purchaser shall deposit Xxxxxxx Money equal to 10% of the Substituted Purchase Price in escrow with an Escrow Agent selected by the Substituted Purchaser, whereupon, for purposes of Sections 8.2(d)(ii) and (iii) belowmake any statement or perform any action that would be reasonably expected to injure an interest of the Company or any subsidiary of the Company in its dealings with present, future or potential clients; provided, however, that Xxxxxxxx may own an equity interest in any business or activity, not to exceed 5% of such business or activity, if the Substituted Purchaser shall become capital stock representing such equity interest is listed on a public stock exchange. Xxxxxxxx agrees that the Purchaser, the Defaulting Purchaser shall become the Seller and the Substituted Purchase Price shall become the Purchase Price. Alternatively, after the default by the Defaulting Purchaser and its failure to cure such default prior to the earlier of (A) fifteen (15) days after such default and (B) the Seller’s election to become the Substituted Purchaser, the Seller may elect to obtain, and retain as liquidated damages for the Defaulting Purchaser’s default under limitations set forth in this Section 8.2(d), the amount of Xxxxxxx Money deposited by the Defaulting Purchaser (or the amount that should have been deposited by the Defaulting Purchaser as Xxxxxxx Money but was not).paragraph

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 The Members shall be entitled to initiate the buy/sell rights set forth in this Section 8.29.2 with respect to the Interests of such Members attributable to a Project at any time after the occurrence and during the continuance of a Major Dispute that has continued for a period of not less than fifteen (15) days with respect to such Project. BH Waterford and BH MP shall be entitled to initiate such buy/sell rights with respect to Stonegate in connection with a Major Dispute relating to the Venture, the Subsidiary REIT or such Project. BH Waterford and MWP shall be entitled to initiate such buy/sell rights with respect to Argenta or West Village in connection with a Major Dispute relating to the Venture, the Subsidiary REIT or such Project. The fifteen (15) day period set forth above shall commence upon written notice by one Member to the other Member stating there has been a Major Dispute and briefly describing the same. The Manager shall use commercially reasonable efforts to keep any non-participating Member reasonably apprised with respect to the status of any buy/sell procedures initiated pursuant to this Section 9.2. For purposes of this Section 9.2, references to a “Member” or the “Members” shall be to the Members involved in the underlying Major Dispute and references to the “Project” shall be to the Project that is the subject of such Major Dispute. (a) Either Member (an “Offeror”) may serve upon the other Member (an “Offeree”) a notice (an “Offering Notice”) which shall contain the following: (i) a statement of intent to rely on this Section 8.29.2; 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 of the Offeree in the Project (expressed in terms of Shares of the applicable Sub-Sub REIT) (the interest of the Offeree or the Offeror, as the case may be, the “Buy/Sell Interest”) in which the Shares (assuming that Offeree would hold if the Venture and the Subsidiary REIT were liquidated and the such 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 interests of the MembersMembers in the Project), 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 to purchase or sell prior to the 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)(ii9.2(a)(ii). (d) (i) If XX XXXX is the The Member obligated to purchase the Buy/Sell Interest under Section 8.2(b9.2(b) or (c) (the “Purchaser”) shall, within (A) five (5) Business Days after (x) in the case of the Offeree, its election to purchase pursuant to Section 9.2(b)(ii) and (y) in the case of the Offeror, Offeree’s election to sell pursuant to Section 9.2(b)(i) or its deemed election to sell pursuant to Section 9.2(c); or (B) if an election to extend the closing has been made pursuant to Section 9.2(e), then within five (5) Business Days after the date of election to proceed with the exercise of purchase made during the election by the Offeree or five one hundred fifty (5150) Business Days after the expiration of the Option Periodday period provided for therein, 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 thereon, being the “Xxxxxxx MoneyMoney Deposit”), equal to ten percent (10% %) of the Offer Price or Alternative Offer Price, as the case may be be, for the Buy/Sell Interest being purchased (such Offer Price or Alternative Offer Price, as applicable, being the “Purchase Price”), with an independent third party (the “Escrow Agent”) reasonably satisfactory to BH MP as the Member obligated to sell its Buy/Sell Interest under this Section 8.2(d9.2(b) or (c) (the “Seller”). The Xxxxxxx Money Deposit shall be applied against the Purchase Price at the closing referenced below, or shall be paid to the Seller as liquidated damages in the event of a default by the Purchaser in accordance with this Section 8.2(d)(i9.2(d)(i); provided, however, that the Seller shall not be entitled to receive the Xxxxxxx Money Deposit of the defaulted Purchaser, if any, as liquidated damages if it elects to become the Substituted Purchaser in accordance with this Section 9.2(d). In the event the Purchaser fails to deposit timely such Xxxxxxx Money Deposit as provided above or fails or refuses to close on the purchase and sale of its Buy/Sell Interest on the Closing Date (such Purchaser being then referred to as the “Defaulting Purchaser”), then within fifteen (15) days thereafter, unless the Defaulting Purchaser has earlier cured such default by depositing the required Xxxxxxx Money Deposit as provided above or has proven to the reasonable satisfaction of the Seller that the Defaulting Purchaser is ready, willing and able to close such purchase and sale, the Seller shall have the option of substituting itself as the Purchaser of the Buy/Sell Interest of the Defaulting Purchaser (such Seller being then referred to as the “Substituted Purchaser”) under this Section 8.2(d9.2(d) at a purchase price (the “Substituted Purchase Price”) equal to ninety percent (90% %) of the Purchase Price multiplied by the ratio of XX XXXX’x Percentage Interest to BH MP’s Percentage Interest if the Defaulting Purchaser is XX XXXX (or if, after becoming the Purchaser in accordance with Section 8.2(e), BH MP or the BH MP Venture is the Defaulting Purchaser, 90% of ’s interest in the Purchase Price multiplied by Project to the ratio of BH MPSubstituted Purchaser’s Percentage Interest to XX XXXX’x Percentage Interest)interest in the Project. In the event that the Seller elects to become the Substituted Purchaser in accordance with the preceding sentence, the Seller shall, within 10 Business Days fifteen (15) days after the Seller obtains the right to become the Substituted Purchaser, give written notice to the Defaulting Purchaser of its intention to do so, which notice shall specify the Substituted Purchase PricePrice and whether or not the Substituted Purchaser elects to extend the closing pursuant to Section 9.2(e). Within five (5) Business Days after (x) the giving of such notice or (y) if an election to extend the closing is made pursuant to Section 9.2(e), the giving of notice of election to proceed with the purchase made during the one hundred fifty (150) day period provided for therein, the Substituted Purchaser shall deposit an Xxxxxxx Money Deposit equal to ten percent (10% %) of the Substituted Purchase Price in escrow with an Escrow Agent selected by the Substituted Purchaser, whereupon, for purposes of Sections 8.2(d)(ii9.2(d)(ii), (iii), (iv) and (iiiv) and Section 9.2(e) below, the Substituted Purchaser shall become the Purchaser, the Defaulting Purchaser shall become the Seller and the Substituted Purchase Price shall become the Purchase Price. Alternatively, after the default by the Defaulting Purchaser and its failure to cure such default prior to the earlier of (A) within fifteen (15) days after such default and (B) the Seller’s election to become the Substituted Purchaserthereafter, the Seller may elect to obtaindecline its option to become the Substituted Purchaser and obtain and retain, and retain as liquidated damages for the Defaulting Purchaser’s default under this Section 8.2(d9.2(d), the amount of the Xxxxxxx Money Deposit deposited by the Defaulting Purchaser (or the amount that should have been deposited by the Defaulting Purchaser as the Xxxxxxx Money Deposit but was not).