Common use of Buy-Sell Arrangement Clause in Contracts

Buy-Sell Arrangement. (a) At any time after the first anniversary of the date hereof, but only for so long as both a Governance Termination Event and a Principal Termination Event have not occurred, if either group believes, in its good faith judgment that a bona fide dispute exists between the Groups, then such Group (the "Initiating Group"), by written notice (the "Notice") to the other Group (the "Other Group"), may initiate a buy-sell option (the "Option") subject to the terms and conditions set forth below. (b) 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 holders of at least a majority of its Specified Shares. (c) 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 to 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 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 conclusively be deemed to have elected the Sale Option. (d) The closing (the "Closing") of 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 Specified Shares (the "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 Specified Shares to the Buying Group (or its designee), with appropriate instruments of transfer, free and clear of any lien, claim or encumbrance. Pending the Closing, the Specified Shares of the Selling Group shall be voted by the Buying Group, and appropriate proxies shall be promptly delivered to effectuate this agreement. (e) Each Group shall execute and deliver such instruments and agreements, and shall take such actions, as may be reasonably requested by the other Group to carry out the purposes of this Section 2.

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) At any time after Either Member (an “Offeror”) may serve upon the first anniversary 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 date hereof, but only for so long as both a Governance Termination Event and a Principal Termination Event have not occurred, if either group believes, aggregate dollar amount that the Offeror would be willing to pay in its good faith judgment that a bona fide dispute exists between the Groups, then such Group cash (the "Initiating Group"“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), by written notice (as specified in the "Offering Notice") to the other Group (the "Other Group"), may initiate a buy-sell option (the "Option") subject to the terms and conditions set forth below. (b) The Initiating Group may initiate Within thirty (30) days after receipt of the Offering Notice by the Offeree (the “Option only if Period”), the holders of at least 75% of Offeree shall notify the Offeror whether the Offeree elects: (i) to sell its Specified Shares approve such initiation. All other actions taken with respect Buy/Sell Interest to the Option by Offeror for a Group shall require price equal to the approval Offer Price; or (ii) to purchase the Buy/Sell Interest of the holders Offeror for a price (the “Alternative Offer Price”) that is in proportion to the Offer Price (based upon the relative Percentage Interests of at least the Members), together with a majority statement of its Specified whether the Offeree elects to purchase the Offeror’s Buy/Sell Interest in respect of the Venture or the Shares. (c) The Notice If the Offeree does not notify the Offeror of its election prior to expiration of the Option Period, the Offeree 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 to 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 purposes be irrevocable, shall be made by written notice from the 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 conclusively be deemed to have elected to sell its Buy/Sell Interest to the Sale OptionOfferor for the Offer Price indicated in Section 8.2 (a)(ii). (d) The closing (i) If XX XXXX is the Member obligated to purchase the Buy/Sell Interest under Section 8.2(b) or (c) (the "Closing"“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 Sale Option “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 Purchase Option shall take place at BH MP Venture is the offices Defaulting Purchaser, 90% of the Company on a date specified in writing on at least 5 business days' notice Purchase Price multiplied by the Group purchasing ratio of BH MP’s Percentage Interest to XX XXXX’x Percentage Interest). In the Specified Shares (event that the "Buying Group") 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 Group selling Defaulting Purchaser of its Specified Shares intention to do so, which notice shall specify the Substituted Purchase Price. Within five (5) Business Days after such notice the "Selling Group"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), but in any event within 45 days the amount 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 Xxxxxxx Money deposited by the Buying Group Defaulting Purchaser (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 Specified Shares to the Buying Group (or its designee), with appropriate instruments of transfer, free and clear of any lien, claim or encumbrance. Pending the Closing, the Specified Shares of the Selling Group shall be voted amount that should have been deposited by the Buying Group, and appropriate proxies shall be promptly delivered to effectuate this agreementDefaulting Purchaser as Xxxxxxx Money but was not). (e) Each Group shall execute and deliver such instruments and agreements, and shall take such actions, as may be reasonably requested by the other Group to carry out the purposes of this Section 2.

Buy-Sell Arrangement. (a) At any time after The Purchasers, acting as a group, and the first anniversary Founders, acting as a group, will each have the right to initiate the following buy-sell procedure during a period commencing upon the expiration of 30 full calendar months following the date of the date hereof, but only for so long as both a Governance Termination Event Initial Closing Date and a Principal Termination Event have not occurred, if either ending upon the termination of this Agreement. The group believes, in its good faith judgment that a bona fide dispute exists between wishing to initiate the Groups, then such Group procedure (the "Initiating Group"), by written notice ) shall submit an offer (the "NoticeOffer") in writing to the other group (the "Responding Group") to purchase all shares of Common Stock (and if the other Founders are the Initiating Group, all shares of Preferred Stock) owned by the Responding Group for a cash price per share of Common Stock (the "Other GroupOffer Price")) to be specified in the offer, may initiate a buy-sell option and, if Preferred Stock must be included in the offer, at the cash price for shares thereof set forth below (the "OptionPreferred Stock Price") subject to the terms and conditions set forth below). (b) The Initiating Responding Group may initiate the Option only if the holders shall, within 60 days of at least 75% receipt 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 holders of at least a majority of its Specified Shares. (c) 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 to offer, elect either (i) to sell (all shares of the "Sale Option") Company's stock owned by it 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 shares of the Specified Shares Company's stock owned by the Initiating Group on the Receipt Date at the price per share Offer Price and (or other securityif applicable) set forth the Preferred Stock Price, in which event the NoticeInitiating Group shall sell all such shares owned by it to the Responding Group. Such election, which shall be irrevocable, shall be made by If the Responding Group does not give written notice from the Other Group of its election 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 such 60 day period, it shall conclusively be deemed to have elected to sell its shares to the Sale OptionInitiating 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 in accordance with paragraph (a) above. (d) The closing (Preferred Stock Price for each share of Series A Preferred Stock shall be the "Closing") Offer Price that would be payable for the shares of the purchase and sale under the Sale Option or the Purchase Option Common Stock into which each such share of Series A Preferred Stock is convertible. The Preferred Stock Price for each share of Series B Preferred Stock 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") be $10 plus accrued but unpaid dividends thereon to the Group selling its Specified Shares (the "Selling Group"), but in any event within 45 days date 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 Specified Shares to the Buying Group (or its designee), with appropriate instruments of transfer, free and clear of any lien, claim or encumbrance. Pending the Closing, the Specified Shares of the Selling Group shall be voted by the Buying Group, and appropriate proxies shall be promptly delivered to effectuate this agreementpurchase. (e) Each Group shall execute and deliver In the event that the Founders sell all shares of Common Stock then held by them in accordance with this Section 3, Xxxxxxxx hereby agrees that, for the eighteen month period following such instruments and agreementssale, and shall take such actionshe will not (i) engage, whether directly or indirectly, in competition with or conduct any business or activity identical or similar to the business of the Company or any subsidiary of the Company as presently conducted or as may be reasonably requested conducted by the other Group Company or any such subsidiary in the future, (ii) solicit any customer of the Company or any subsidiary of the Company or (iii) make any statement or perform any action that would be reasonably expected to carry out injure an interest of the purposes 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 capital stock representing such equity interest is listed on a public stock exchange. Xxxxxxxx agrees that the limitations set forth in this Section 2.paragraph

Buy-Sell Arrangement. (a) At The Members shall be entitled to initiate the buy/sell rights set forth in this Section 9.2 with respect to the Interests of such Members attributable to a Project at any time after the first anniversary 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 date hereofVenture, but only for so long as both 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 Governance Termination Event and a Principal Termination Event have not occurredMajor Dispute relating to the Venture, if either group believes, in its good faith judgment that a bona fide dispute exists between the Groups, then Subsidiary REIT or such Group Project. The fifteen (the "Initiating Group"), by 15) day period set forth above shall commence upon written notice (the "Notice") by one Member to the other Group 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 9.2; and (ii) a statement of the aggregate dollar amount that the Offeror would be willing to pay in cash (the "Other Group"), may initiate a buy“Offer Price”) for all of the interest of the Offeree in the Project (expressed in terms of Shares of the applicable Sub-sell option Sub REIT) (the "Option"interest of the Offeree or the Offeror, as the case may be, the “Buy/Sell Interest”) subject which the Offeree would hold if the Venture and the Subsidiary REIT were liquidated and such Shares were distributed in-kind to the terms and conditions set forth belowMembers, as specified in the Offering Notice. (b) The Initiating Group may initiate Within thirty (30) days after receipt of the Offering Notice by the Offeree (the “Option only if Period”), the holders of at least 75% of Offeree shall notify the Offeror whether the Offeree elects: (i) to sell its Specified Shares approve such initiation. All other actions taken with respect Buy/Sell Interest to the Option by Offeror for a Group shall require price equal to the approval Offer Price; or (ii) to purchase the Buy/Sell Interest of the holders Offeror for a price (the “Alternative Offer Price”) that is in proportion to the Offer Price (based upon the relative interests of at least a majority of its Specified Sharesthe Members in the Project). (c) The Notice 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 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 to 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 purposes be irrevocable, shall be made by written notice from the 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 conclusively be deemed to have elected to sell its Buy/Sell Interest to the Sale OptionOfferor for the Offer Price indicated in Section 9.2(a)(ii). (d) (i) The closing Member obligated to purchase the Buy/Sell Interest under Section 9.2(b) or (c) (the "Closing"“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), five (5) Business Days after the election to proceed with the purchase made during the one hundred fifty (150) day period provided for therein, 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 Deposit”), equal to ten percent (10%) of the Offer Price or Alternative Offer Price, as the case may 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 the Member obligated to sell its Buy/Sell Interest under Section 9.2(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 9.2(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 9.2(d) at a purchase price (the Sale Option “Substituted Purchase Price”) equal to ninety percent (90%) of the Purchase Price multiplied by the ratio of the Defaulting Purchaser’s interest in the Project to the Substituted Purchaser’s 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 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 Price 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 9.2(d)(ii), (iii), (iv) and (v) 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 within fifteen (15) days thereafter, the Seller may elect to decline its option to become the Substituted Purchaser and obtain and retain, as liquidated damages for the Defaulting Purchaser’s default under this Section 9.2(d), the amount of the Xxxxxxx Money Deposit deposited by the Defaulting Purchaser (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 amount that should have been deposited by the Group purchasing Defaulting Purchaser as the Specified Shares (the "Buying Group") to the Group selling its Specified Shares (the "Selling Group"Xxxxxxx Money Deposit but was not), 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 Specified Shares to the Buying Group (or its designee), with appropriate instruments of transfer, free and clear of any lien, claim or encumbrance. Pending the Closing, the Specified Shares of the Selling Group shall be voted by the Buying Group, and appropriate proxies shall be promptly delivered to effectuate this agreement. (e) Each Group shall execute and deliver such instruments and agreements, and shall take such actions, as may be reasonably requested by the other Group to carry out the purposes of this Section 2.

Buy-Sell Arrangement. (a) At any time after that PHL and PXRE are the first anniversary of the date hereofsole Members, but only for so long as both a Governance Termination Event and a Principal Termination Event have not occurred, if either group believes, in its good faith judgment that a bona fide dispute exists between the Groups, then such Group any Member (the "Initiating GroupExercising Member")) shall have the right, exercisable by written notice to the other Member (the "Buy/Sell Offer") to offer to sell its Interest at a cash purchase price specified in the Buy/Sell Offer. The other Member (the "Electing Member") shall elect, by written notice (the "NoticeNotice 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 other Group (Exercising Member at a cash purchase price which bears the "Other Group"), may initiate a buy-sell option (same proportional relationship to its Interest as the "Option") subject purchase price set forth in the Buy/Sell Offer bears to the terms and conditions set forth belowExercising Member's Interest. (b) The Initiating Group may initiate If the Option only if Electing Member elects to proceed pursuant to clause (x) of subsection (a), 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 holders of at least a majority of its Specified Shares. (c) 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 to 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 Members shall, within 30 days after receipt of the Notice (the "Receipt Date") at the price per share (or other security) set forth in the Notice or (ii) of Election, execute such documents and instruments reasonably required 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 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 conclusively be deemed to have elected the Sale Option. (d) The closing (the "Closing") of cause the purchase and sale under of the Sale Option or Exercising Member's Interest at the Purchase Option purchase price specified in the Buy/Sell Offer. The closing of such sale 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 Specified Shares (the "Selling Group")as soon as practicable, but in any event within 45 thirty (30) 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 Closingthereafter. At the Closingclosing, the Selling Group Exercising Member shall transfer its Specified Shares to the Buying Group (or its designee) and shall deliver such Specified Shares to the Buying Group (or its designee), with appropriate instruments of transfer, Interest free and clear of any lien, claim or encumbrance. Pending the Closing, the Specified Shares of the Selling Group shall be voted by the Buying Group, and appropriate proxies shall be promptly delivered to effectuate this agreementall encumbrances. (ec) Each Group shall If the Electing Member elects to proceed pursuant to clause (y) of subsection (a), the Members shall, within 30 days after receipt of the Notice of Election, execute such documents and deliver instruments reasonably required to cause the purchase and sale of the Electing Member's Interest at a 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. The closing of such instruments and agreements, and sale shall take such actionsplace as soon as practicable, as may be reasonably requested but in any event within thirty (30) days thereafter. At the closing, the Electing Member shall transfer its Interest free and clear of any and all encumbrances. (d) In the event of a sale pursuant to this Section 14.2, any Designated Investment(s) relating to Special Interest(s) held by the Member not purchasing the other Group Member's Interest shall be distributed in kind to carry out such Member prior to the purposes of closing under this Section 214.2.

Buy-Sell Arrangement. Any time after the occurrence and during the 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 9.2. (a) At any time after Either Member (an “Offeror”) may serve upon the first anniversary other Member (an “Offeree”) a notice (an “Offering Notice”) which shall contain the following: (i) a statement of intent to rely on this Section 9.2; and (ii) a statement of the date hereof, but only for so long as both a Governance Termination Event and a Principal Termination Event have not occurred, if either group believes, aggregate dollar amount that the Offeror would be willing to pay in its good faith judgment that a bona fide dispute exists between the Groups, then such Group cash (the "Initiating Group"), by written notice “Offer Price”) for all of the interest in the Shares (the "Notice"“Buy/Sell Interest”) which the Offeree would hold if the Venture was liquidated and the Shares owned by the Venture were distributed in-kind to the other Group (Members, as specified in the "Other Group"), may initiate a buy-sell option (the "Option") subject to the terms and conditions set forth belowOffering Notice. (b) The Initiating Group may initiate Within thirty (30) days after receipt of the Offering Notice by the Offeree (the “Option only if Period”), the holders of at least 75% of Offeree shall notify the Offeror whether the Offeree elects: (i) to sell its Specified Shares approve such initiation. All other actions taken with respect Buy/Sell Interest to the Option by Offeror for a Group shall require price equal to the approval Offer Price; or (ii) to purchase the Buy/Sell Interest of the holders Offeror for a price (the “Alternative Offer Price”) that is in proportion to the Offer Price (based upon the relative Percentage Interests of at least the Members), together with a majority statement of its Specified whether the Offeree elects to purchase the Offeror’s Buy/Sell Interest in respect of the Venture or the Shares. (c) The Notice 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 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 to 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 purposes be irrevocable, shall be made by written notice from the 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 conclusively be deemed to have elected to sell its Buy/Sell Interest to the Sale OptionOfferor for the Offer Price indicated in Section 9.2(a)(ii). (d) (i) The closing Member obligated to purchase the Buy/Sell Interest under Section 9.2(b) or (c) (the "Closing"“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), five (5) Business Days after the election to proceed with the purchase made during the one hundred fifty (150) day period provided for therein, 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 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 the Member obligated to sell its Buy/Sell Interest under Section 9.2(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 9.2(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 9.2(d) at a purchase price (the Sale Option “Substituted Purchase Price”) equal to ninety percent (90%) of the Purchase Price multiplied by the ratio of the Defaulting Purchaser’s Percentage Interest to 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 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 Price 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 9.2(d)(ii), (iii), (iv) and (v) 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 within fifteen (15) days thereafter, the Seller may elect to decline its option to become the Substituted Purchaser and obtain and retain, as liquidated damages for the Defaulting Purchaser’s default under this Section 9.2(d), the amount of the Xxxxxxx Money Deposit deposited by the Defaulting Purchaser (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 amount that should have been deposited by the Group purchasing Defaulting Purchaser as the Specified Shares (the "Buying Group") to the Group selling its Specified Shares (the "Selling Group"Xxxxxxx Money Deposit but was not), 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 Specified Shares to the Buying Group (or its designee), with appropriate instruments of transfer, free and clear of any lien, claim or encumbrance. Pending the Closing, the Specified Shares of the Selling Group shall be voted by the Buying Group, and appropriate proxies shall be promptly delivered to effectuate this agreement. (e) Each Group shall execute and deliver such instruments and agreements, and shall take such actions, as may be reasonably requested by the other Group to carry out the purposes of this Section 2.