Buy/Sell Arrangements. 6.5.1 The buy-sell provisions of this Section 6.5 may be initiated by either Cherokee Investors or the Existing Members holding a majority of the Units held by all Existing Members at any time after the first anniversary of this Agreement on the terms set forth below. 6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group shall be referred to collectively as the "INITIATING MEMBER") shall give written notice of such election (the "BUY/SELL NOTICE") to the other Members, which, for purposes of this Section 6.5, shall not include any employee of the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"), which Buy/Sell Notice shall (i) constitute the irrevocable offer to purchase all of the Other Members' Units at the Purchase Price as determined pursuant to Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer to sell all of the Initiating Member's Units to the Other Members at the Purchase Price, if the Other Members so elect as set forth below. 6.5.3 The Other Members shall then have the option, exercisable within thirty (30) days after the date that the Purchase Price is determined in accordance with the procedures set forth below, to give written notice (the "EXERCISE NOTICE") to the Initiating Member as to whether the Other Members elect to (i) purchase all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units or (ii) have the Initiating Member purchase all of the Units of the Other Members and their respective Affiliates, in each case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members shall be deemed to have duly given an Exercise Notice electing to have the Initiating Member purchase their entire interest and the entire interest of their respective Affiliates. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price to each of the selling parties (the "SELLING PARTY") in cash at a closing on a date mutually agreed upon by the parties and, in any event, within 60 days of the date that the Exercise Notice is duly given or deemed to have been duly given (or such later date, not to exceed an additional 60 days, as may be necessary to comply with applicable law). The Members agree that, in the discretion of the Purchasing Party, the transactions contemplated by this Section 6.5 may be structured as a redemption of the Selling Party's Membership Interests in the Company or as otherwise reasonably directed by the Purchasing Party, so long as the tax effects to the Selling Party are not materially different from a sale of the Selling Party's Membership Interest by the Selling Party to the Purchasing Party. 6.5.4 The price per Unit (the "PURCHASE PRICE") at which the Initiating Member will either (a) purchase all of the Units of the Other Members and each of its Affiliates that desire to sell Units or (b) sell all of its and its Affiliates' Units to the Other Members shall be determined by mutual agreement of the Initiating Member and Other Members holding a majority of the Units held by the Other Members promptly after receipt by the Other Members of the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if such parties are unable to agree by such time, by the Independent Financial Expert, which determination shall be final and binding on all the Members. 6.5.5 For purposes of this Section 6.5, references made to any action by Cherokee Investors, the Existing Members, the Initiating Member, the Other Members, the Selling Party or the Purchasing Party shall mean the action of the holders of a majority of the Units held by such constituency.
Appears in 1 contract
Samples: Operating Agreement (Cherokee International Finance Inc)
Buy/Sell Arrangements. 6.5.1 The buy-sell provisions of this Section 6.5 may be initiated by either Cherokee Investors and Cherokee Investments II acting together (for purposes of this Section 6.5 only, "the Investors") or the Existing Members holding a majority of the Units held by all Existing Members at any time after the first anniversary of this Agreement on the terms set forth below.
6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group shall be referred to collectively as the "INITIATING MEMBER") shall give written notice of such election (the "BUY/SELL NOTICE") to the other Members, which, for purposes of this Section 6.5, shall not include any employee of the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"), which Buy/Sell Notice shall (i) constitute the irrevocable offer to purchase all of the Other Members' Units at the Purchase Price as determined pursuant to Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer to sell all of the Initiating Member's Units to the Other Members at the Purchase Price, if the Other Members so elect as set forth below.
6.5.3 The Other Members shall then have the option, exercisable within thirty (30) days after the date that the Purchase Price is determined in accordance with the procedures set forth below, to give written notice (the "EXERCISE NOTICE") to the Initiating Member as to whether the Other Members elect to (i) purchase all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units or (ii) have the Initiating Member purchase all of the Units of the Other Members and their respective Affiliates, in each case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members shall be deemed to have duly given an Exercise Notice electing to have the Initiating Member purchase their entire interest and the entire interest of their respective Affiliates. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price to each of the selling parties (the "SELLING PARTY") in cash at a closing on a date mutually agreed upon by the parties and, in any event, within 60 days of the date that the Exercise Notice is duly given or deemed to have been duly given (or such later date, not to exceed an additional 60 days, as may be necessary to comply with applicable law). The Members agree that, in the discretion of the Purchasing Party, the transactions contemplated by this Section 6.5 may be structured as a redemption of the Selling Party's Membership Interests in the Company or as otherwise reasonably directed by the Purchasing Party, so long as the tax effects to the Selling Party are not materially different from a sale of the Selling Party's Membership Interest by the Selling Party to the Purchasing Party.
6.5.4 The price per Unit (the "PURCHASE PRICE") at which the Initiating Initiat ing Member will either (a) purchase all of the Units of the Other Members and each of its Affiliates that desire to sell Units or (b) sell all of its and its Affiliates' Units to the Other Members shall be determined by mutual agreement of the Initiating Member and Other Members holding a majority of the Units held by the Other Members promptly after receipt by the Other Members of the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if such parties are unable to agree by such time, by the Independent Financial Expert, which determination shall be final and binding on all the Members.
6.5.5 For purposes of this Section 6.5, references made to any action by Cherokee the Investors, the Existing Members, the Initiating Member, the Other Members, the Selling Party or the Purchasing Party shall mean the action of the holders of a majority of the Units held by such constituency.
13. AMENDMENT OF SECTION 7.2, MANAGERS; MANAGEMENT COMMITTEE. SECTIONS 7.2.2 AND 7.2.3 of the Operating Agreement are amended to read in their entirety as follows:
Appears in 1 contract
Buy/Sell Arrangements. 6.5.1 The buy-sell provisions (a) As soon as practicable after the occurrence of this an event described in Section 6.5 may be initiated by either Cherokee Investors or 15.1(a)(ii), Section 15.1(a)(iv) or, subject to the Existing Members holding a majority proviso contained therein, Section 15.1(a)(iii), the Net Equity of the Units held by all Existing Members at any time after the first anniversary of this Agreement on the terms set forth below.
6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group Interests shall be referred to collectively as the "INITIATING MEMBER") shall give written determined in accordance with Section 12.3 and notice of such election (the "BUY/SELL NOTICE") determination shall be delivered to the other Members, which, for each Partner. For purposes of such determination of Net Equity pursuant to this Section 6.515.6, the Partner that (together with its Controlled Affiliates) holds the largest Percentage Interest shall not include any employee of designate the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"), which Buy/Sell Notice shall (i) constitute the irrevocable offer to purchase all of the Other Members' Units at the Purchase Price First Appraiser as determined pursuant to required by Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer to sell all of the Initiating Member's Units to the Other Members at the Purchase Price, if the Other Members so elect as set forth below.
6.5.3 The Other Members shall then have the option, exercisable 12.4 within thirty (30) days after an occurrence of the date that applicable Liquidating Event, and the Purchase Price is determined in accordance with other Partner shall appoint the procedures set forth belowSecond Appraiser within ten (10) days of receiving notice of the appointment of the First Appraiser. -105- December 12, 1996
(b) Within thirty (30) days after its receipt of the determination of Net Equity, each Partner must submit to give written notice the Chief Executive Officer a sealed statement (the "EXERCISE NOTICEInitial Offer") to notifying the Initiating Member as to whether the Other Members elect to other Partner in writing either (i) purchase that such Partner offers to sell all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units Interest or (ii) have the Initiating Member purchase that such Partner offers to buy all of the Units other Partner's Interest. Upon receipt of both of the Other Members Initial Offers, the Chief Executive Officer shall deliver the Initial Offer submitted by Holdings to CPP and shall deliver the Initial Offer submitted by CPP to Holdings.
(c) If the Initial Offers state that one Partner wishes to buy and the other Partner wishes to sell, the Partner wishing to buy will purchase the Interest of the Partner wishing to sell, and the Net Equity of the Interest of the Partner wishing to sell shall be the price at which its Interest will be sold.
(d) If the Initial Offers state that both Partners wish to sell their respective AffiliatesInterests, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 15.2.
(e) If the Initial Offers state that each Partner wishes to purchase the other Partner's Interest, then the Partners shall begin the bidding process described below and the highest bidder (determined as the amount bid per each one percent (1%) Percentage Interest) shall buy the other Partner's Interest. Each of the Partners may make an offer to purchase the Interest of the other Partner, which offer may not be less than the Net Equity of the Interest to be purchased and shall be made within fifteen (15) days of the last day for submission of the Initial Offers. If neither Partner makes an offer within such fifteen (15) day period, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 15.2. If only one Partner timely makes an offer, the offering Partner will purchase the Interest of the other Partner, and the price set forth in the offering Partner's offer shall be the price at which the other Partner's Interest shall be sold to the offering Partner. If both Partners timely make an offer, each Partner must respond within fifteen (15) days of the last day of the 15-day period for submitting such offers either by accepting the other Partner's offer or delivering a counteroffer to purchase the Interest of the other Partner. A counteroffer must be at least one percent (1%) higher than the prior offer of which the offering Partner has received notice. The bidding process shall continue until a Partner has either accepted the immediate prior offer or failed to make a timely response, in each which case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members immediate prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members offer shall be deemed to have duly given an Exercise Notice electing to have the Initiating Member purchase their entire interest and the entire interest of their respective Affiliatesaccepted. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price to each of the selling parties (the "SELLING PARTY") in cash at a closing on a date mutually agreed upon by the parties and, in any event, within 60 days of the date that the Exercise Notice is duly given or deemed to have been duly given (or such later date, not to exceed an additional 60 days, as may be necessary to comply with applicable law). The Members agree that, in the discretion of the Purchasing Party, the transactions contemplated by this Section 6.5 may be structured as a redemption of the Selling Party's Membership Interests in the Company or as otherwise reasonably directed by the Purchasing Party, so long as the tax effects to the Selling Party are not materially different from a sale of the Selling Party's Membership Interest by the Selling Party to the Purchasing Party.
6.5.4 The price per Unit (the "PURCHASE PRICE") at which the Initiating Member will either (a) purchase all of the Units of the Other Members and each of its Affiliates that desire to sell Units or (b) sell all of its and its Affiliates' Units to the Other Members shall be determined by mutual agreement of the Initiating Member and Other Members holding a majority of the Units held by the Other Members promptly after receipt by the Other Members of the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if such parties are unable to agree by such time, by the Independent Financial Expert, which determination shall be final and binding on all the Members.
6.5.5 For purposes of this Section 6.515.6, references made all offers, acceptances and counteroffers must be in writing, in a form which is firm and binding and delivered to any action by Cherokee Investorsthe other Partner.
(f) The closing of the purchase and sale of the selling Partner's Interest, Partner Loans, Special Interest and LeasingCo Interest shall occur at the principal office of the Partnership at 10:00 a.m. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the date of the final determination of the purchase price pursuant to Section 15.6(e) (subject to Section 12.5). At the closing, the Existing Memberspurchasing Partner shall pay to the selling Partner, by cash or other immediately available funds, the Initiating Memberpurchase price for the selling Partner's Interest, Partner Loans, Special Interest and -106- December 12, 1996 LeasingCo Interest, and the selling Partner shall deliver to the purchasing Partner good title, free and clear of any Liens (other than those created by this Agreement and those securing financing obtained by the Partnership), to the selling Partner's Interest, Partner Loans, Special Interest and LeasingCo Interest thus purchased. At the closing, the Other MembersPartners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the transactions contemplated hereby, including the Selling Party or the Purchasing Party shall mean the action Transfer of the holders of a majority Interest, Partner Loans, Special Interest and LeasingCo Interest of the Units held selling Partner to the purchasing Partner and the assumption by the purchasing Partner of the selling Partner's obligations with respect to the selling Partner's Interest Transferred to the purchasing Partner. Each Partner shall bear its own costs of such constituencyTransfer and closing, including attorneys' fees and filing fees. The costs of determining Net Equity shall be borne by the Partners pro rata based on their respective Percentage Interests as of the occurrence of the Liquidating Event.
Appears in 1 contract
Samples: Limited Partnership Agreement (Cox Enterprises Inc Et Al)
Buy/Sell Arrangements. 6.5.1 The buy-sell provisions (a) As soon as practicable after the occurrence of this an event described in Section 6.5 may be initiated by either Cherokee Investors or 14.1(a)(ii), 14.1(a)(iii) or, subject to the Existing Members holding a majority proviso contained therein, Section 14.1(a)(iv), the Net Equity of the Units held by all Existing Members Interests shall be determined in accordance with
(b) Prior to 5:00 p.m. (local time at any time the principal office of the Partnership) on the first Business Day on or after the first anniversary thirtieth (30th) day following its receipt of this Agreement on the terms set forth below.
6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group shall be referred to collectively as the "INITIATING MEMBER") shall give written notice of such election the determination of Net Equity pursuant to Section 14.7(a), each General Partner (individually or together with one or more other General Partners) must submit sealed statements (the "BUY/SELL NOTICEOffer Statement") to the other Members, which, for purposes of this Section 6.5, shall not include any employee of Chief Executive Officer notifying the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"), which Buy/Sell Notice shall Chief Executive Officer in writing either (i) constitute the irrevocable offer to purchase all that such General Partner or group of the Other Members' Units at the Purchase Price as determined pursuant to Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer General Partners offers to sell all of the Initiating Member's Units to the Other Members at the Purchase Priceits Interest(s), if the Other Members so elect as set forth below.
6.5.3 The Other Members shall then have the option, exercisable within thirty (30) days after the date that the Purchase Price is determined in accordance with the procedures set forth below, to give written notice (the "EXERCISE NOTICE") to the Initiating Member as to whether the Other Members elect to (i) purchase all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units or (ii) have the Initiating Member purchase that such General Partner or group of General Partners offers to buy all of the Units of the Other Members and their respective Affiliatesother Partners' Interests. Except as provided in Section 14.7(g), in each case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members Exclusive Limited Partner shall be automatically deemed to have duly given an Exercise Notice electing offered to have the Initiating Member purchase their entire interest sell its Interest hereunder and the entire interest shall for all purposes under this Section 14.7 be treated as a General Partner that has offered to sell its Interest. The Chief Executive Officer shall provide a copy of their respective Affiliates. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price each Offer Statement to each of the selling parties Partners within five (5) days following the last day for submission of the Offer Statements.
(c) If the Offer Statements indicate that one General Partner or group of General Partners wishes to buy and all of the other Partners wish to sell, the Net Equity of the Interests shall thereupon be the price at which the Interests will be sold.
(d) If the Offer Statements indicate that all Partners wish to sell their Interests, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 14.2.
(e) If the Offer Statements indicate that more than one General Partner or group of General Partners wishes to purchase the other Partners' Interests, then the General Partners or groups of General Partners wishing to purchase (each General Partner or group of Partners, a "SELLING PARTYBidding Partner") shall begin the bidding process described below and the highest bidder (determined as the amount bid per each one percent (1%) Percentage Interest in cash at a closing on a date mutually agreed upon by the parties andPartnership) shall buy all the other Partners' Interests. Each of the Bidding Partners may make an initial offer (an "Initial Offer") to purchase the Interests of the other Partners, in any event, which offer may not be less than the Net Equity of the Interests to be purchased and shall be made within 60 fifteen (15) days of the date that last day for submission of the Exercise Notice is duly given Offer Statements. If no Bidding Partner makes an Initial Offer by 5:00 p.m. (local time at the principal office of the Partnership) on the last day of such fifteen (15) day period, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 14.2. If only one Bidding Partner timely makes an Initial Offer, such offer shall thereupon be the price at which all other Partners' Interests shall be sold to such Bidding Partner. If more than one Bidding Partner timely makes an Initial Offer, each such Bidding Partner must respond within fifteen (15) days of the last day of the 15-day period for submitting such Initial Offers either by accepting the highest of such Initial Offers or delivering a counteroffer to purchase the Interests of the other Partners. A counteroffer must be at least one percent (1%) higher than the prior offer of which the Bidding Partner has received notice. The bidding process shall continue until all Bidding Partners have either responded by accepting the highest immediate prior offer or failed to make a timely response, in which case the highest immediate prior offer shall be deemed accepted. An acceptance of an offer shall, if the bidding process thereafter continues, be deemed to have been duly given (or such later date, not to exceed be an additional 60 days, as may be necessary to comply with applicable law). The Members agree that, in the discretion acceptance of the Purchasing Party, the transactions contemplated by this Section 6.5 may be structured as a redemption of the Selling Party's Membership Interests in the Company or as otherwise reasonably directed by the Purchasing Party, so long as the tax effects to the Selling Party are not materially different from a sale of the Selling Party's Membership Interest by the Selling Party to the Purchasing Party.
6.5.4 The price per Unit (the "PURCHASE PRICE") at which the Initiating Member will either (a) purchase all of the Units of the Other Members and each of its Affiliates that desire to sell Units or (b) sell all of its and its Affiliates' Units to the Other Members shall be determined by mutual agreement of the Initiating Member and Other Members holding a majority of the Units held by the Other Members promptly after receipt by the Other Members of the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if such parties are unable to agree by such time, by the Independent Financial Expert, which determination shall be final and binding on all the Members.
6.5.5 highest succeeding counteroffer. For purposes of this Section 6.514.7, references made all offers, acceptances and counteroffers must be in writing, in a form which is firm and binding and delivered to any action the Chief Executive Officer at the principal office of the Partnership (who shall promptly notify each other Partner of the identity of the bidder and the amount of such bid); all offers must be responded to within fifteen (15) days of the last day of the immediately preceding 15-day period for submitting offers. If no response to an offer or counteroffer is received by Cherokee Investors5:00 p.m. (local time at the principal office of the Partnership) on the last day of such fifteen (15) day period, the Existing Membershighest immediate prior offer shall be deemed to be accepted.
(f) The closing of the purchase and sale of each selling Partner's Interest, MinorCo Interest and Partner Loans shall occur at the principal office of the Partnership at 10:00 a.m. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the date of the final determination of the purchase price pursuant to Section 14.7(e) (subject to Section 11.5). At the closing, the Initiating Memberpurchasing Partner(s) shall pay to each selling Partner, by cash or other immediately available funds, the Other Memberspurchase price for such selling Partners' Interest, MinorCo Interest and Partner Loans, and the selling Partner shall deliver to the purchasing Partner(s) good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those created by this Agreement and those securing financing obtained by the Partnership), to the selling Partner's Interest, MinorCo Interest and Partner Loans thus purchased. At the closing, the Selling Party Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the Purchasing Party shall mean transactions contemplated hereby, including the action Transfer of the holders of a majority Interests, MinorCo Interests and Partner Loans of the Units held selling Partner(s) to the purchasing Partner(s) and the assumption by each purchasing Partner of the selling Partner's obligations with respect to the selling Partner's Interest -135- 143 Transferred to the purchasing Partner(s). Each Partner shall bear its own costs of such constituencyTransfer and closing, including attorneys' fees and filing fees. The costs of determining Net Equity shall be borne by the Partners (pro rata based on their respective Percentage Interests as of the occurrence of the Liquidating Event).
(g) Solely for the purposes of this Section 14.7, Comcast will have the same rights and obligations as a General Partner hereunder even if it has become an Exclusive Limited Partner under Section 6.4(f) so long as Comcast would not otherwise then be an Exclusive Limited Partner under Section 13.1(a).
Appears in 1 contract
Samples: Agreement of Limited Partnership (Tele Communications Inc /Co/)
Buy/Sell Arrangements. 6.5.1 The buy-sell provisions (a) As soon as practicable after the occurrence of this an event described in Section 6.5 may be initiated by either Cherokee Investors or 14.1(a)(ii), 14.1(a)(iii) or, subject to the Existing Members holding a majority proviso contained therein, Section 14.1(a)(iv), the Net Equity of the Units held by all Existing Members at any time after the first anniversary of this Agreement on the terms set forth below.
6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group Interests shall be referred to collectively as the "INITIATING MEMBER") shall give written determined in accordance with Section 11.3 and notice of such election (the "BUY/SELL NOTICE") determination shall be delivered to the other Members, which, for each Partner. For purposes of such determination of Net Equity pursuant to this Section 6.5, shall not include any employee of the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"14.7(a), which Buy/Sell Notice the General Partner that (together with its Controlled Affiliates) holds the largest Voting Percentage Interest shall (i) constitute designate the irrevocable offer to purchase all of the Other Members' Units at the Purchase Price First Appraiser as determined pursuant to required by Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer to sell all of the Initiating Member's Units to the Other Members at the Purchase Price, if the Other Members so elect as set forth below.
6.5.3 The Other Members shall then have the option, exercisable 11.4 within thirty (30) days after an occurrence of the date applicable Liquidating Event, and the General Partner that (together with its Controlled Affiliates) holds the Purchase Price is determined in accordance smallest Voting Percentage Interest shall appoint the Second Appraiser within ten (10) Business Days of receiving notice of the appointment of the First Appraiser.
(b) Prior to 5:00 p.m. (local time at the principal office of the Partnership) on the first Business Day on or after the thirtieth (30th) day following its receipt of notice of the determination of Net Equity pursuant to Section 14.7(a), each General Partner (individually or together with the procedures set forth below, to give written notice one or more other General Partners) must submit sealed statements (the "EXERCISE NOTICEOffer Statement") to the Initiating Member as to whether Chief Executive Officer notifying the Other Members elect to Chief Executive Officer in writing either (i) purchase that such General Partner or group of General Partners offers to sell all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units Interest(s), or (ii) have the Initiating Member purchase that such General Partner or group of General Partners offers to buy all of the Units of the Other Members and their respective Affiliatesother Partners' Interests. Except as provided in Section 14.7(g), in each case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members Exclusive Limited Partner shall be automatically deemed to have duly given an Exercise Notice electing offered to have the Initiating Member purchase their entire interest sell its Interest hereunder and the entire interest shall for all purposes under this Section 14.7 be treated as a General Partner that has offered to sell its Interest. The Chief Executive Officer shall provide a copy of their respective Affiliates. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price each Offer Statement to each of the selling parties Partners within five (5) days following the last day for submission of the Offer Statements.
(c) If the Offer Statements indicate that one General Partner or group of General Partners wishes to buy and all of the other Partners wish to sell, the Net Equity of the Interests shall thereupon be the price at which the Interests will be sold.
(d) If the Offer Statements indicate that all Partners wish to sell their Interests, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 14.2.
(e) If the Offer Statements indicate that more than one General Partner or group of General Partners wishes to purchase the other Partners' Interests, then the General Partners or groups of General Partners wishing to purchase (each General Partner or group of Partners, a "SELLING PARTYBidding Partner") shall begin the bidding process described below and the highest bidder (determined as the amount bid per each one percent (1%) Percentage Interest in cash at a closing on a date mutually agreed upon by the parties andPartnership) shall buy all the other Partners' Interests. Each of the Bidding Partners may make an initial offer (an "Initial Offer") to purchase the Interests of the other Partners, in any event, which offer may not be less than the Net Equity of the Interests to be purchased and shall be made within 60 fifteen (15) days of the date that last day for submission of the Exercise Notice is duly given Offer Statements. If no Bidding Partner makes an Initial Offer by 5:00 p.m. (local time at the principal office of the Partnership) on the last day of such fifteen (15) day period, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 14.2. If only one Bidding Partner timely makes an Initial Offer, such offer shall thereupon be the price at which all other Partners' Interests shall be sold to such Bidding Partner. If more than one Bidding Partner timely makes an Initial Offer, each such Bidding Partner must respond within fifteen (15) days of the last day of the 15-day period for submitting such Initial Offers either by accepting the highest of such Initial Offers or delivering a counteroffer to purchase the Interests of the other Partners. A counteroffer must be at least one percent (1%) higher than the prior offer of which the Bidding Partner has received notice. The bidding process shall continue until all Bidding Partners have either responded by accepting the highest immediate prior offer or failed to make a timely response, in which case the highest immediate prior offer shall be deemed accepted. An acceptance of an offer shall, if the bidding process thereafter continues, be deemed to have been duly given (or such later date, not to exceed be an additional 60 days, as may be necessary to comply with applicable law). The Members agree that, in the discretion acceptance of the Purchasing Party, the transactions contemplated by this Section 6.5 may be structured as a redemption of the Selling Party's Membership Interests in the Company or as otherwise reasonably directed by the Purchasing Party, so long as the tax effects to the Selling Party are not materially different from a sale of the Selling Party's Membership Interest by the Selling Party to the Purchasing Party.
6.5.4 The price per Unit (the "PURCHASE PRICE") at which the Initiating Member will either (a) purchase all of the Units of the Other Members and each of its Affiliates that desire to sell Units or (b) sell all of its and its Affiliates' Units to the Other Members shall be determined by mutual agreement of the Initiating Member and Other Members holding a majority of the Units held by the Other Members promptly after receipt by the Other Members of the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if such parties are unable to agree by such time, by the Independent Financial Expert, which determination shall be final and binding on all the Members.
6.5.5 highest succeeding counteroffer. For purposes of this Section 6.514.7, references made all offers, acceptances and counteroffers must be in writing, in a form which is firm and binding and delivered to any action the Chief Executive Officer at the principal office of the Partnership (who shall promptly notify each other Partner of the identity of the bidder and the amount of such bid); all offers must be responded to within fifteen (15) days of the last day of the immediately preceding 15-day period for submitting offers. If no response to an offer or counteroffer is received by Cherokee Investors5:00 p.m. (local time at the principal office of the Partnership) on the last day of such fifteen (15) day period, the Existing Membershighest immediate prior offer shall be deemed to be accepted.
(f) The closing of the purchase and sale of each selling Partner's Interest, MinorCo Interest and Partner Loans shall occur at the principal office of the Partnership at 10:00 a.m. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the date of the final determination of the purchase price pursuant to Section 14.7(e) (subject to Section 11.5). At the closing, the Initiating Memberpurchasing Partner(s) shall pay to each selling Partner, by cash or other immediately available funds, the Other Memberspurchase price for such selling Partners' Interest, MinorCo Interest and Partner Loans, and the selling Partner shall deliver to the purchasing Partner(s) good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those created by this Agreement and those securing financing obtained by the Partnership), to the selling Partner's Interest, MinorCo Interest and Partner Loans thus purchased. At the closing, the Selling Party Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the Purchasing Party shall mean transactions contemplated hereby, including the action Transfer of the holders of a majority Interests, MinorCo Interests and Partner Loans of the Units held selling Partner(s) to the purchasing Partner(s) and the assumption by each purchasing Partner of the selling Partner's obligations with respect to the selling Partner's Interest Transferred to the purchasing Partner(s). Each Partner shall bear its own costs of such constituencyTransfer and closing, including attorneys' fees and filing fees. The costs of determining Net Equity shall be borne by the Partners (pro rata based on their respective Percentage Interests as of the occurrence of the Liquidating Event).
(g) Solely for the purposes of this Section 14.7, Comcast will have the same rights and obligations as a General Partner hereunder even if it has become an Exclusive Limited Partner under Section 6.4(f) so long as Comcast would not otherwise then be an Exclusive Limited Partner under Section 13.1(a).
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Buy/Sell Arrangements. 6.5.1 The buy-sell provisions (a) As soon as practicable after the occurrence of this an event described in Section 6.5 may be initiated by either Cherokee Investors or 14.1(a)(ii), 14.1(a)(iii) or, subject to the Existing Members holding a majority proviso contained therein, Section 14.1(a)(iv), the Net Equity of the Units held by all Existing Members at any time after the first anniversary of this Agreement on the terms set forth below.
6.5.2 The Member or Members electing to initiate such provisions (for purposes of this Section 6.5 such group Interests shall be referred to collectively as the "INITIATING MEMBER") shall give written determined in accordance with Section 11.3 and notice of such election (the "BUY/SELL NOTICE") determination shall be delivered to the other Members, which, for each Partner. For purposes of such determination of Net Equity pursuant to this Section 6.5, shall not include any employee of the Company (other than the Existing Members) that has become a Member through exercise of an Option or otherwise (the "OTHER MEMBERS"14.7(a), which Buy/Sell Notice the General Partner that (together with its Controlled Affiliates) holds the largest Voting Percentage Interest shall (i) constitute designate the irrevocable offer to purchase all of the Other Members' Units at the Purchase Price First Appraiser as determined pursuant to required by Section 6.5.4 below, if the Other Members so elect as set forth below, and (ii) constitute the irrevocable offer to sell all of the Initiating Member's Units to the Other Members at the Purchase Price, if the Other Members so elect as set forth below.
6.5.3 The Other Members shall then have the option, exercisable 11.4 within thirty (30) days after an occurrence of the date applicable Liquidating Event, and the General Partner that (together with its Controlled Affiliates) holds the Purchase Price is determined in accordance smallest Voting Percentage Interest shall appoint the Second Appraiser within ten (10) Business Days of receiving notice of the appointment of the First Appraiser.
(b) Prior to 5:00 p.m. (local time at the principal office of the Partnership) on the first Business Day on or after the thirtieth (30th) day following its receipt of notice of the determination of Net Equity pursuant to Section 14.7(a), each General Partner (individually or together with the procedures set forth below, to give written notice one or more other General Partners) must submit sealed statements (the "EXERCISE NOTICEOffer Statement") to the Initiating Member as to whether Chief Executive Officer notifying the Other Members elect to Chief Executive Officer in writing either (i) purchase that such General Partner or group of General Partners offers to sell all of the Units of the Initiating Member and each of its Affiliates that desire to sell Units Interest(s), or (ii) have the Initiating Member purchase that such General Partner or group of General Partners offers to buy all of the Units of the Other Members and their respective Affiliatesother Partners' Interests. Except as provided in Section 14.7(g), in each case for the Purchase Price. If an Exercise Notice is not duly given by the Other Members prior to the end of the 30 day period referred to above, then as of the end of such 30th day, the Other Members Exclusive Limited Partner shall be automatically deemed to have duly given an Exercise Notice electing offered to have the Initiating Member purchase their entire interest sell its Interest hereunder and the entire interest shall for all purposes under this Section 14.7 be treated as a General Partner that has offered to sell its Interest. The Chief Executive Officer shall provide a copy of their respective Affiliates. Following the election or deemed election of the Other Members, the purchasing party (the "PURCHASING PARTY") shall deliver the Purchase Price each Offer Statement to each of the selling parties Partners within five (5) days following the last day for submission of the Offer Statements.
(c) If the Offer Statements indicate that one General Partner or group of General Partners wishes to buy and all of the other Partners wish to sell, the Net Equity of the Interests shall thereupon be the price at which the Interests will be sold.
(d) If the Offer Statements indicate that all Partners wish to sell their Interests, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 14.2.
(e) If the Offer Statements indicate that more than one General Partner or group of General Partners wishes to purchase the other Partners' Interests, then the General Partners or groups of General Partners wishing to purchase (each General Partner or group of Partners, a "SELLING PARTYBidding Partner") shall begin the bidding pro-cess described below and the highest bidder (determined as the amount bid per each one percent (1%) Percentage Interest in cash at a closing on a date mutually agreed upon by the parties andPartnership) shall buy all the other Partners' Interests. Each of the Bidding Partners may make an initial offer (an "Initial Offer") to purchase the Interests of the other Partners, in any event, which offer may not be less than the Net Equity of the Interests to be purchased and shall be made within 60 fifteen (15) days of the date that last day for submission of the Exercise Notice is duly given Offer Statements. If no Bidding Partner makes an Initial Offer by 5:00 p.m. (local time at the principal office of the Partnership) on the last day of such fifteen (15) day period, the Partnership shall dissolve, and commence winding up and liquidating in accordance with Section 14.2. If only one Bidding Partner timely makes an Initial Offer, such offer shall thereupon be the price at which all other Partners' Interests shall be sold to such Bidding Partner. If more than one Bidding Partner timely makes an Initial Offer, each such Bidding Partner must respond within fifteen (15) days of the last day of the 15-day period for submitting such Initial Offers either by accepting the highest of such Initial Offers or delivering a counterof-fer to purchase the Interests of the other Partners. A counteroffer must be at least one percent (1%) higher than the prior offer of which the Bidding Partner has received notice. The bidding process shall continue until all Bidding Partners have either responded by accepting the highest immediate prior of-fer or failed to make a timely response, in which case the highest im-mediate prior offer shall be deemed accepted. An acceptance of an offer shall, if the bidding process thereafter continues, be deemed to have been duly given (or such later date, not to exceed be an additional 60 days, as may be necessary to comply with applicable law). The Members agree that, in the discretion acceptance of the Purchasing Party, the transactions contemplated by this Section 6.5 may be structured as a redemption of the Selling Party's Membership Interests in the Company or as otherwise reasonably directed by the Purchasing Party, so long as the tax effects to the Selling Party are not materially different from a sale of the Selling Party's Membership Interest by the Selling Party to the Purchasing Party.
6.5.4 The price per Unit (the "PURCHASE PRICE") at which the Initiating Member will either (a) purchase all of the Units of the Other Members and each of its Affiliates that desire to sell Units or (b) sell all of its and its Affiliates' Units to the Other Members shall be determined by mutual agreement of the Initiating Member and Other Members holding a majority of the Units held by the Other Members promptly after receipt by the Other Members of the Buy-Sell Notice (and in any event no later than 30 days thereafter) or, if such parties are unable to agree by such time, by the Independent Financial Expert, which determination shall be final and binding on all the Members.
6.5.5 highest succeeding counteroffer. For purposes of this Section 6.514.7, references made all offers, acceptances and counteroffers must be in writing, in a form which is firm and binding and delivered to any action the Chief Executive Officer at the principal office of the Partnership (who shall promptly notify each other Partner of the identity of the bidder and the amount of such bid); all offers must be responded to within fifteen (15) days of the last day of the immediately preceding 15-day period for submitting offers. If no response to an offer or counteroffer is re-ceived by Cherokee Investors5:00 p.m. (local time at the principal office of the Partnership) on the last day of such fifteen (15) day period, the Existing Membershighest immediate prior offer shall be deemed to be accepted.
(f) The closing of the purchase and sale of each selling Partner's Interest, MinorCo Interest and Partner Loans shall occur at the principal office of the Partnership at 10:00 a.m. (local time at the place of the closing) on the first Business Day occurring on or after the thirtieth (30th) day following the date of the final determination of the purchase price pursuant to Section 14.7(e) (subject to Section 11.5). At the closing, the Initiating Memberpurchasing Partner(s) shall pay to each selling Partner, by cash or other immediately available funds, the Other Memberspurchase price for such selling Partners' Interest, MinorCo Interest and Partner Loans, and the selling Partner shall deliver to the purchasing Partner(s) good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those created by this Agreement and those securing financing obtained by the Partnership), to the selling Partner's Interest, MinorCo Interest and Partner Loans thus purchased. At the closing, the Selling Party Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to effectuate the Purchasing Party shall mean transactions contemplated hereby, including the action Transfer of the holders of a majority Interests, MinorCo Interests and Partner Loans of the Units held selling Partner(s) to the purchasing Partner(s) and the assumption by each purchasing Partner of the selling Partner's obligations with respect to the selling Partner's Interest Transferred to the purchasing Partner(s). Each Partner shall bear its own costs of such constituencyTransfer and closing, including attorneys' fees and filing fees. The costs of determining Net Equity shall be borne by the Partners (pro rata based on their respective Percentage Interests as of the occurrence of the Liquidating Event).
(g) Solely for the purposes of this Section 14.7, Comcast will have the same rights and obligations as a General Partner hereunder even if it has become an Exclusive Limited Partner under Section 6.4(f) so long as Comcast would not otherwise then be an Exclusive Limited Partner under Section 13.1(a).
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