Common use of Buy-Sell Notice Clause in Contracts

Buy-Sell Notice. A Member (the “Initiating Member”) wishing to initiate the buy/sell offer shall send a written notice (the “Buy/Sell Notice”) to the other Member (the “Recipient Member”), which shall state (i) (a) if the Buy/Sell Notice is with respect to a Portfolio Impasse, a price for the Company (the “Company Value”) upon which the purchase of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property Impasse, the cash sales price (the “Sales Price”) for the Properties that are subject to the Property Impasse (the “Buy/Sell Properties”), and (ii) that the Initiating Member offers, in the alternative (which determination is to be made by Recipient Member), either (a) with respect to a Buy/Sell Notice triggered by a Portfolio Impasse, to purchase the entire Interest owned by the Recipient Member for the amount that the Recipient Member would receive upon liquidation of the Company for the Company Value or to sell the Initiating Member’s Interest to the Recipient Member for the amount that the Initiating Member would receive upon liquidation of the Company for the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase the Buy/Sell Properties for an amount equal to the Sales Price or to permit the Recipient Member to acquire the Buy/Sell Properties for an amount equal to the Sale Price, which Buy/Sell Notice shall be accompanied by a copy of the contract of sale (the “Buy/Sell Purchase Agreement”) that would be used in connection with the transfer of an Interest or the Buy/Sell Properties, as applicable, under this Section 8.4.

Buy-Sell Notice. A Member At any time after the Trigger Date, either Limited Partner (which in the case of the IIT Limited Partner, shall be deemed to include the General Partner for all purposes of this Article 9) (the “Initiating MemberTriggering Partner”) wishing to may initiate the buy/sell offer shall send procedures of this Section 9.1 (the “Baseball Arbitration”) by delivery of a written notice (the a “Buy/-Sell Notice”) to the other Member Limited Partner stating that the Triggering Partner desires to cause the Partnership to liquidate all of the Partnership’s Investments (a “Portfolio Liquidation”). Notwithstanding anything herein to the contrary, if IIT has commenced a bona fide, good faith IIT REIT Listing Transaction, the IIT Partners may, one-time only, delay (up to no more than ninety (90) days) any Portfolio Liquidation or Baseball Arbitration triggered by the 3NET Limited Partner; provided, however, if IIT has filed an offering document with the Securities and Exchange Commission (the “Recipient MemberSEC”), which such 90-day period may be extended for up to three (3) additional separate one-month periods as long as IIT is diligently responding to comments from the SEC at the time of each such extension. Thereafter, the Limited Partners shall state (i) (a) confer to determine if either Limited Partner desires to acquire the Buy/Sell Notice is with respect Interest of the other on terms acceptable to both. If either or both Limited Partners desire to acquire the other’s Interest and they do not agree on a Portfolio Impassepurchase price therefor, a price for the Company Limited Partner (the “Company ValueInitial Offering Partner”) upon which desiring to acquire the purchase Interest of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property Impasse, the cash sales price other Limited Partner (the “Sales PriceResponding Partner”) shall deliver an “Initial Proposal” setting forth the gross purchase price and the price for each one percent (1%) Percentage Interest at which the Properties that are subject to Initial Offering Partner would purchase the Property Impasse Interest of the Responding Partner (the “Buy/Sell PropertiesOffered Price”). Until the date which is ten (10) days after receipt of a Initial Proposal (the “Response Period”), and the Responding Partner may deliver a written notice to the Initial Offering Partner after electing either to (iiA) that accept the Initiating Member offersoffer to sell its Interest to the Initial Offering Partner at the Offered Price (an “Acceptance Notice”) or (B) propose a higher value per Percentage Interest to acquire the Initial Offering Partner’s Interest (the “Responding Proposal”). If the Responding Partner makes a Responding Proposal, the Initial Offering Partner either may (X) accept the Responding Proposal, or (Y) propose a higher value per Percentage Interest for the Interest of the Responding Partner within ten (10) days after receipt of the Responding Proposal. The foregoing process shall continue until a Limited Partner accepts a proposal to sell its Interests (the “Selling Partner”) to the other (the “Purchasing Partner”) at the price set forth in the alternative applicable Acceptance Notice (which determination is the “Accepted Price”). A failure to respond during the initial or any subsequent Response Period shall be made by Recipient Member), either (a) with respect deemed to a Buy/Sell Notice triggered by a Portfolio Impasse, constitute an Acceptance Notice. If neither Limited Partner desires to purchase the entire Interest owned by the Recipient Member for the amount that the Recipient Member would receive upon liquidation of the Company for other, the Company Value or General Partner shall undertake a Portfolio Liquidation pursuant to sell the Initiating Member’s Interest to the Recipient Member for the amount that the Initiating Member would receive upon liquidation of the Company for the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase the Buy/Sell Properties for an amount equal to the Sales Price or to permit the Recipient Member to acquire the Buy/Sell Properties for an amount equal to the Sale Price, which Buy/Sell Notice shall be accompanied by a copy of the contract of sale (the “Buy/Sell Purchase Agreement”) that would be used in connection with the transfer of an Interest or the Buy/Sell Properties, as applicable, under this Section 8.49.2.

Buy-Sell Notice. A Member (On a business day on or prior to November 11, 1998, the “Initiating Member”) wishing General Partner and the Purchaser shall deliver to initiate the buy/sell offer shall send a Raleigh by facsimile and overnight courier service written notice (the “"Buy/Sell Notice”") to of a price per Interest, which price shall be within the range of the Xxxxxx Estimated Liquidation Value, reduced by the amount per Interest distributed by the Partnership after August 31, 1998 (other Member than the distribution of $50 per Interest paid on or about September 10, 1998 (the “Recipient Member”"September 1998 Distribution") which was taken into account in determining the Xxxxxx Estimated Liquidation Value) (the "Buy/Sell Price"). The Buy/Sell Price, which shall state be automatically reduced by the amount per Interest actually distributed by the Partnership (as of the date of such distribution) after the September 1998 Distribution and prior to any applicable Closing hereunder, is the price at which (i) (a) if Purchaser is willing to purchase the Buy/Sell Notice is with respect to a Portfolio Impasse, a price for the Company (the “Company Value”) upon which the purchase of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property Impasse, the cash sales price (the “Sales Price”) for the Properties that are subject to the Property Impasse (the “Buy/Sell Properties”), Raleigh Interests and (ii) that the Initiating Member offersGeneral Partner has determined that, in the alternative (which determination is absence of another tender offer or change of control transaction at a higher price, it will recommend the Offer to be made by Recipient Member), either (a) Interestholders who need or want liquidity and will express no opinion and remain neutral with respect to a Buy/Sell Notice triggered by a Portfolio Impasse, to purchase the entire Interest owned by the Recipient Member Offer for the amount that the Recipient Member would receive upon liquidation of the Company for the Company Value or to sell the Initiating Member’s Interest to the Recipient Member for the amount that the Initiating Member would receive upon liquidation of the Company for the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase the Buy/Sell Properties for an amount equal to the Sales Price or to permit the Recipient Member to acquire the Buy/Sell Properties for an amount equal to the Sale Price, which all other Interestholders. The Buy/Sell Notice shall also set forth, as of August 31, 1998, the purchase price for all of the GP Assets other than the Net Worth Note (the "GP Assets Purchase Price") which shall be determined by the General Partner in accordance with Exhibit A hereto (whose determination shall be controlling absent manifest error). The Buy/Sell Notice shall include (i) a written statement by Xxxxxx of the Xxxxxx Estimated Liquidation Value as of August 31, 1998, which statement shall include a description, in reasonable detail, of the methodology employed by Xxxxxx in determining such value and a confirmation by Xxxxxx that the Xxxxxx Estimated Liquidation Value was determined in a manner consistent with past practice, accompanied by a copy of any additional or backup material, if any, provided to the contract of sale (the “Buy/Sell Purchase Agreement”) that would be used General Partner in connection with therewith and (ii) material showing the transfer General Partner's calculation of an Interest or the Buy/Sell PropertiesGP Assets Purchase Price as of August 31, as applicable, under this Section 8.41998 in sufficient detail to enable Raleigh to verify the accuracy of such calculation.

Buy-Sell Notice. A At any time after the second anniversary of the Effective Date and before the fourth anniversary of the Effective Date, any Member (the “Initiating Member”) wishing to initiate the buy/sell offer shall send a may give written notice (the “Second Year Buy/-Sell Notice”) to the other Member (the “Recipient Responding Member”), which shall state (i) (a) if the Buy/Sell Notice is with respect to a Portfolio Impasse, a price for the Company (the “Company Value”) upon which the purchase of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property Impasse, the cash sales price (the “Sales Price”) for the Properties that are subject to the Property Impasse (the “Buy/Sell Properties”), and (ii) stating that the Initiating Member offers, desires to acquire the interests of the Responding Member for a stated amount set forth in the alternative Second Year Buy-Sell Notice, which shall be not more than the aggregate of (which determination is i) the Responding Member’s Unreturned Capital as of the date of the Second Year Buy-Sell Notice, plus (ii) any accrued but unpaid amounts owed to be made by Recipient the Responding Member pursuant to this Agreement, plus (iii) any Member Loans or Company Loans owed to the Responding Member, plus accrued interest thereon (the items described in subsections (ii) and (iii) as to each Member referred to as “Member Advances”), either (a) with respect subject to a adjustment as set forth in Section 10.11(i). The Second Year Buy/-Sell Notice triggered by a Portfolio Impasse, to purchase the entire Interest owned by the Recipient Member for the amount that the Recipient Member would receive upon liquidation of the Company for the Company Value or to sell the Initiating Member’s Interest to the Recipient Member for the amount shall state that the Initiating Member would receive upon liquidation is willing to buy all of the Company Responding Member’s interests in the Company, and shall set forth the purchase price amount set forth in the Second Year Buy-Sell Notice, minus the amount of its Member Advances, on a Percentage Interest basis; for example, if the purchase price amount is $150, and the Responding Member’s Percentage Interest is 20%, then the purchase price on a Percentage Interest basis would be $7.50 per each point of Percentage Interest. If SAU is the Responding Member, then it shall have ten (10) business days from receiving the Second Year Buy-Sell Notice to request from the Manager such reasonable information regarding the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase and the Buy/Sell Properties for an amount equal as it deems advisable in responding to the Sales Price or to permit the Recipient Member to acquire the Second Year Buy/-Sell Properties for an amount equal to the Sale Price, which Buy/Sell Notice shall be accompanied by a copy of the contract of sale (the “Buy/Sell Purchase Agreement”) that would be used in connection with the transfer of an Interest or the Buy/Sell Properties, as applicable, under this Section 8.4Notice.

Buy-Sell Notice. A At any time and from time to time after the Buy/Sell Lockout Date either Member (the “Initiating Noticing Member”) wishing shall be entitled to initiate the buy/sell offer shall send a written give notice (the “Buy/Sell Notice”) to the other Member (the “Recipient Member”), which shall state that such Noticing Member desires to exercise its rights under this Section to sell the Interest of the Noticing Member (i“Noticing Member Interest”) to the Recipient Member, or purchase the Interest of the Recipient Member (a) if “Recipient Member Interest”). To be effective, the Buy/Sell Notice is with respect must (i) subject to Section 11.01(e), specify a Portfolio Impasse, a price for the Company (the “Company Value”) upon which the purchase of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property Impasse, the cash sales price (the “Sales Proposed Price”) for all assets of the Properties that are subject to the Property Impasse Company (the “Buy/Sell Properties”other than cash then in Company accounts), and ; (ii) that include the Initiating Member offers, in Noticing Member’s tentative computations of the alternative (Payment Amounts which determination is would be payable to be made by Recipient Member), either (a) with respect to a Buy/Sell Notice triggered by a Portfolio Impasse, to purchase the entire Interest owned by the Recipient Noticing Member for the amount that the Recipient Noticing Member would receive upon liquidation of the Company for the Company Value or to sell the Initiating Member’s Interest and to the Recipient Member for the amount Recipient Member Interest upon such sale or purchase; (iii) be accompanied by a letter or other statement signed by a nationally recognized title insurance company, bank or trust company doing business in California (the “Escrow Holder”) confirming that the Initiating Noticing Member would receive upon liquidation has deposited with the Escrow Holder, to be held by the Escrow Holder pursuant to this Agreement, one percent (1%) of the Company for Payment Amount which the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase the Buy/Sell Properties for an amount equal indicates would be payable to the Sales Price or to permit the Recipient Member to acquire if the Buy/Recipient Member selects the Sell Properties for an amount equal to the Sale Price, which Buy/Sell Notice shall be accompanied by a copy of the contract of sale (the “Buy/Sell Purchase Agreement”) that would be used in connection with the transfer of an Interest or the Buy/Sell Properties, as applicable, under this Section 8.4Option.

Buy-Sell Notice. A Member In the event that there is a “bona fide dispute” between such Limited Partners constituting a Supermajority Interest and the General Partner as to any item expressly requiring the prior approval of a Supermajority Interest (including, without limitation, a dispute as to whether to sell the Property in accordance with Section 7.4) then either the Limited Partners constituting a Supermajority Interest, on the one hand, or all other Limited Partners (other than the Limited Partners constituting a Supermajority Interest) collectively (subject to Section 10.6 below), on the other hand (such party, as the case may be, the “Offeror”), shall have the right to offer to purchase the entire Limited Partner Interests (the “Initiating MemberPurchase Interest”) wishing of the other respective Limited Partner (the “Offeree”) for an amount that the Offeree would receive from distributions by the Partnership to initiate the buy/sell offer Partners following a Capital Transaction other than a Refinancing Event in which the Partnership received proceeds equal to the Fair Market Value of the Property (defined below) (such amount, the “Purchase Amount”). In the event that a Limited Partner described above desires to exercise the provisions of this Article Ten, it shall send deliver a written notice (the “Buy/-Sell Notice”) to Offeree stating Offeror’s offer to purchase the other Member (Purchase Interest pursuant to this Section 10.1, Offeror’s determination of the “Recipient Member”)Fair Market Value of the Property, the Purchase Amount, the calculation of the applicable purchase price that results from the Purchase Amount, and a proposed date for closing such purchase, which shall state be no earlier than thirty (i30) days and no later than sixty (a60) if days following the date Offeree exercises its option pursuant to Section 10.2 or Section 10.3 below. For purposes of determining the Purchase Amount, the term “Fair Market Value” means the amount that a third-party buyer, would be willing to pay for the Property as of the date of the Buy/-Sell Notice is Notice, free and clear of all liens and liabilities of the Partnership less customary closing costs as determined in good faith by the determining party (excluding for purposes hereof, except to the extent that the same are to be actually incurred in connection with respect to a Portfolio Impasse, a price for the Company (the “Company Value”) upon which the purchase of the Recipient Member’s Interest or sale of the Initiating Member’s Interest shall be based and (b) if the Buy/Sell Notice is with respect to a Property ImpassePurchase Interest, the cash sales price (the “Sales Price”) for the Properties that are subject to the Property Impasse (the “Buy/Sell Properties”)any yield maintenance costs, defeasance costs, defeasance premium, and (ii) that the Initiating Member offersany loan assumption costs, in the alternative (which determination is to be made by Recipient Member)if any, either (a) with respect to a Buy/Sell Notice triggered by a Portfolio Impasse, to purchase the entire Interest owned by the Recipient Member for the amount that the Recipient Member would receive upon liquidation of the Company for the Company Value or to sell the Initiating Member’s Interest to the Recipient Member for the amount that the Initiating Member would receive upon liquidation of the Company for the Company Value, or (b) with respect to a Buy/Sell Notice triggered by a Property Impasse, purchase the Buy/Sell Properties for an amount equal to the Sales Price or to permit the Recipient Member to acquire the Buy/Sell Properties for an amount equal to the Sale Price, which Buy/Sell Notice shall be accompanied by a copy of the contract of sale (the “Buy/Sell Purchase Agreement”) that would be due under the Acquisition Loan). As used in connection with this subsection, the transfer term “bona fide dispute” shall mean the parties worked together diligently and in good faith for a period of an Interest or not less than 20 days, and the Buy/Sell Properties, as applicable, under this Section 8.4parties were unable to reach a mutually agreeable solution during such period.