Common use of Buy-Sell Offer Clause in Contracts

Buy-Sell Offer. (a) Upon the removal of General Partner under Section 13.1 hereof, TRST shall have the right, but not the obligation (the "TRST Purchase Right"), exercisable by written notice to General Partner within thirty (30) days the effective date of the removal of General Partner (the "TRST Purchase Notice"), to purchase General Partner's entire Interest, the entire Interest in the Partnership of any Affiliate of the General Partner and the entire Interest of Parkway or any of its Affiliates, including, by means of example and not limitation, Parkway Properties, Inc. (collectively, the "Parkway Interest") for cash at a value determined in accordance with this Section 13.3. (b) If the General Partner is removed pursuant to Section 13.1 hereof and TRST does not exercise its TRST Purchase Right under Section 13.3(a) hereof, General Partner or its Affiliates shall have the right, but not the obligation, exercisable by written notice to TRST within thirty (30) days after TRST's failure to give the TRST Purchase Notice (the "Parkway Purchase Notice") to purchase TRST's entire interest (the "TRST Interest") for cash at a value determined in accordance with this Section 13.3 (the "Parkway Purchase Right"). (c) If any purchase and sale of Interests is to take place as a result of Section 13.3(a) or 13.3(b) hereof, the parties shall, within ninety (90) days after receipt of either the TRST Purchase Notice or the Parkway Purchase Notice, as applicable, execute such documents and instruments reasonably required by the selling party to sell and transfer its Interest to the buying party at the purchase price determined in accordance with this Section 13.3 and the closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days thereafter. At such closing, the selling party shall sell and transfer its Interest to the buying party free and clear of encumbrances. In the event that TRST shall acquire the entire Interest of Parkway and the General Partner, then the Partnership shall have no obligation to pay any additional Carried Interest after the closing of the transfer of the Interest. (d) Upon receipt by the General Partner or TRST of the TRST Purchase Notice or the Parkway Purchase Notice, as applicable, TRST and the General Partner shall promptly cause the Fair Market Value of the Partnership to be determined by a qualified independent third-party appraisal firm selected by TRST and the General Partner as of the date that such notice is delivered pursuant to Section 13.3(a) or (b) hereof, as applicable. In the event that TRST and the General Partner cannot come to an agreement regarding the selection of an appropriate third-party appraisal firm, TRST and the General Partner shall each promptly engage separate qualified independent third-party appraisal firms to value the Partnership in accordance with this Section 13.3(d); such firms shall, in their discretion, appoint a third qualified independent third-party appraisal firm to conduct a third separate valuation of the Partnership in accordance with this Section 13.3(d). The value of the Partnership shall be equal to the average of the one of the first two independent valuations that is most similar to the third valuation and the third valuation, provided that if the first two valuations are equidistant from the valuation conducted by the third valuation firm, the value of the Partnership shall be equal to the value as determined by the third appraisal firm. Such determination shall be binding on General Partner, Parkway and TRST. Once the Partnership has been valued in accordance with this Section 13.3(d), the Partnership's independent accounting firm shall determine the purchase price for each Partners' Interest in accordance with the terms of Section 6.1 hereof. (e) If neither party exercises its purchase right within the time period specified in Section 13.3 hereof, Parkway shall have the right to elect by written notice to TRST to continue as a Limited Partner pursuant to the terms and provisions hereof. Parkway shall deliver its notice of continuation within 30 days after expiration of the time periods specified in Section 13.3 hereof. In such an event the Limited Partners by majority vote shall elect a Successor General Partner to replace the removed General Partner. The Successor General Partner shall be admitted to the Partnership as a general partner of the Partnership upon its execution of a counterpart signature page to this Agreement effective as of the date of the removal of the General Partner ("Successor General Partner"). The Successor General Partner shall have all of the non-economic rights, powers and obligations of the former General Partner as the general partner of the Partnership under this Agreement. The Successor General Partner shall have no rights with respect to the Parkway Purchase Right. In the event of the election of a Successor General Partner, if the Partners elect to continue the business of the Partnership, the Successor General Partner shall do so, provided that the Investment Period shall be terminated and no further Investments made.

Buy-Sell Offer. Provided that Phase I and Phase II are substantially (a75%) Upon the removal of General Partner under Section 13.1 hereofimproved with buildings, TRST shall have the right, but not the obligation (the "TRST Purchase Right"), exercisable by written notice to General Partner within thirty (30) days the effective date of the removal of General either Partner (the "TRST Purchase Offering Partner") at any time, so long as such Partner is not in default on any obligation to be performed hereunder, may implement the buy-sell procedures set forth in this Paragraph 7.5 by such Partner giving a written notice (the "Initial Notice") to the other Partner (the "Receiving Partner") of the Offering Partner's election to implement these buy-sell procedures. The Offering Partner shall give a copy of the Initial Notice to the Partnership's accountants and shall include therein the Offering Partner's opinion of the gross value of the Partnership Property ("Stated Value"), to purchase General Partner's entire Interest, the entire Interest in the Partnership of any Affiliate with a request that such accountants make a written determination with twenty (20) days of the General total amount that would be distributed to the offering Partner (the "Offering Partner Value") and the entire Interest of Parkway or any of its Affiliates, including, by means of example and not limitation, Parkway Properties, Inc. total amount that would be distributed to the Receiving Partner (collectively, the "Parkway InterestReceiving Partner Value") for cash at a value determined ), both in accordance with this Section 13.3. (b) If the General Partner is removed pursuant to Section 13.1 hereof and TRST does not exercise its TRST Purchase Right under Section 13.3(a) hereofAgreement, General Partner or its Affiliates shall have the right, but not the obligation, exercisable by written notice to TRST within thirty (30) days after TRST's failure to give the TRST Purchase Notice (the "Parkway Purchase Notice") to purchase TRST's entire interest (the "TRST Interest") for cash at a value determined in accordance with this Section 13.3 (the "Parkway Purchase Right"). (c) If any purchase and sale of Interests is to take place as a result of Section 13.3(a) or 13.3(b) hereof, the parties shall, within ninety (90) days after receipt of either the TRST Purchase Notice or the Parkway Purchase Notice, as applicable, execute such documents and instruments reasonably required by the selling party to sell and transfer its Interest to the buying party at the purchase price determined in accordance with this Section 13.3 and the closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days thereafter. At such closing, the selling party shall sell and transfer its Interest to the buying party free and clear of encumbrances. In the event that TRST shall acquire the entire Interest of Parkway and the General Partner, then the Partnership shall have no obligation to pay any additional Carried Interest after the closing of the transfer of the Interest. (d) Upon receipt by the General Partner or TRST of the TRST Purchase Notice or the Parkway Purchase Notice, as applicable, TRST and the General Partner shall promptly cause the Fair Market Value of the Partnership to be determined by a qualified independent third-party appraisal firm selected by TRST and the General Partner as of the date that such notice is delivered pursuant to Section 13.3(a) or (b) hereof, as applicable. In the event that TRST and the General Partner cannot come to an agreement regarding the selection of an appropriate third-party appraisal firm, TRST and the General Partner shall each promptly engage separate qualified independent third-party appraisal firms to value the Partnership in accordance with this Section 13.3(d); such firms shall, in their discretion, appoint a third qualified independent third-party appraisal firm to conduct a third separate valuation of the Partnership in accordance with this Section 13.3(d). The value of the Partnership shall be equal to the average of the one of the first two independent valuations that is most similar to the third valuation and the third valuation, provided that if the first two valuations are equidistant from Property were sold for the valuation conducted by the third valuation firm, the value of the Partnership shall be equal to the value as determined by the third appraisal firm. Such determination shall be binding on General Partner, Parkway and TRST. Once the Partnership has been valued in accordance with this Section 13.3(d), the Partnership's independent accounting firm shall determine the purchase price for each Partners' Interest in accordance with the terms of Section 6.1 hereof. (e) If neither party exercises its purchase right within the time period specified in Section 13.3 hereof, Parkway shall have the right to elect by written notice to TRST to continue as a Limited Partner pursuant to the terms and provisions hereof. Parkway shall deliver its notice of continuation within 30 days after expiration of the time periods specified in Section 13.3 hereof. In such an event the Limited Partners by majority vote shall elect a Successor General Partner to replace the removed General Partner. The Successor General Partner shall be admitted to the Partnership as a general partner of the Partnership upon its execution of a counterpart signature page to this Agreement effective Stated Value as of the date of the removal of Initial Notice to the General Partner ("Successor General Partner"). The Successor General Partner shall have accountants and all of the non-economic rights, powers and obligations liabilities of the former General Property and the Partnership were paid prior to distribution of any Distributable Cash. Each respective Partner as shall disclose in writing to the general partner accountants and the other Partner, to its best knowledge, all liabilities and potential liabilities of the Partnership under this Agreementof which that Partner has actual knowledge (the "Liability Notice"), either (i) with the Initial Notice if that Partner is the offering Partner, or (ii) within five (5) days after receipt of the Initial Notice if that Partner is the Receiving Partner, as the case may be. The Successor General Each Partner shall have no rights with respect to represent that such disclosures therein are true, correct and complete. Such representations shall survive both the Parkway Purchase Right. In the event of the election of a Successor General Partner, if the Partners elect to continue the business closing as described in Paragraph 7.5.3 and any termination or dissolution of the Partnership. Within fifteen (15) days following receipt by the Offering Partner of the accountants' determination, the Successor General Offering Partner shall deliver to the Receiving Partner (the date of such delivery being the "Effective Date of Buy-Out Notice") a written irrevocable offer ("Buy-Out Notice") to do soeither of the following, provided that at the Investment Period Receiving Partner's election: (i) purchase the entire Interest of the Receiving Partner at the Receiving Partner Value, or (ii) sell the entire Interest of the Offering Partner to the Receiving Partner at the Offering Partner Value. Such Buy-Out Notice shall be terminated set forth the Stated Value and no further Investments madeshall contain the accountants' determination of the offering Partner Value and the Receiving Partner Value.

Buy-Sell Offer. (a) Upon the removal of General Partner under Section 13.1 hereof, TRST shall have the right, but not the obligation (the "“TRST Purchase Right"”), exercisable by written notice to General Partner within thirty (30) days the effective date of the removal of General Partner (the "“TRST Purchase Notice"”), to purchase General Partner's ’s entire Interest, the entire Interest in the Partnership of any Affiliate of the General Partner and the entire Interest of Parkway or any of its Affiliates, including, by means of example and not limitation, Parkway Properties, Inc. (collectively, the "“Parkway Interest"”) for cash at a value determined in accordance with this Section 13.3. (b) If the General Partner is removed pursuant to Section 13.1 hereof and TRST does not exercise its TRST Purchase Right under Section 13.3(a) hereof, General Partner or its Affiliates shall have the right, but not the obligation, exercisable by written notice to TRST within thirty (30) days after TRST's ’s failure to give the TRST Purchase Notice (the "“Parkway Purchase Notice"”) to purchase TRST's ’s entire interest (the "“TRST Interest"”) for cash at a value determined in accordance with this Section 13.3 (the "“Parkway Purchase Right"”). (c) If any purchase and sale of Interests is to take place as a result of Section 13.3(a) or 13.3(b) hereof, the parties shall, within ninety (90) days after receipt of either the TRST Purchase Notice or the Parkway Purchase Notice, as applicable, execute such documents and instruments reasonably required by the selling party to sell and transfer its Interest to the buying party at the purchase price determined in accordance with this Section 13.3 and the closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days thereafter. At such closing, the selling party shall sell and transfer its Interest to the buying party free and clear of encumbrances. In the event that TRST shall acquire the entire Interest of Parkway and the General Partner, then the Partnership shall have no obligation to pay any additional Carried Interest after the closing of the transfer of the Interest. (d) Upon receipt by the General Partner or TRST of the TRST Purchase Notice or the Parkway Purchase Notice, as applicable, TRST and the General Partner shall promptly cause the Fair Market Value of the Partnership to be determined by a qualified independent third-party appraisal firm selected by TRST and the General Partner as of the date that such notice is delivered pursuant to Section 13.3(a) or (b) hereof, as applicable. In the event that TRST and the General Partner cannot come to an agreement regarding the selection of an appropriate third-third- party appraisal firm, TRST and the General Partner shall each promptly engage separate qualified independent third-party appraisal firms to value the Partnership in accordance with this Section 13.3(d); such firms shall, in their discretion, appoint a third qualified independent third-third- party appraisal firm to conduct a third separate valuation of the Partnership in accordance with this Section 13.3(d). The value of the Partnership shall be equal to the average of the one of the first two independent valuations that is most similar to the third valuation and the third valuation, provided that if the first two valuations are equidistant from the valuation conducted by the third valuation firm, the value of the Partnership shall be equal to the value as determined by the third appraisal firm. Such determination shall be binding on General Partner, Parkway and TRST. Once the Partnership has been valued in accordance with this Section 13.3(d), the Partnership's ’s independent accounting firm shall determine the purchase price for each Partners' ’ Interest in accordance with the terms of Section 6.1 hereof. (e) If neither party exercises its purchase right within the time period specified in Section 13.3 hereof, Parkway shall have the right to elect by written notice to TRST to continue as a Limited Partner pursuant to the terms and provisions hereof. Parkway shall deliver its notice of continuation within 30 days after expiration of the time periods specified in Section 13.3 hereof. In such an event the Limited Partners by majority vote shall elect a Successor General Partner to replace the removed General Partner. The Successor General Partner shall be admitted to the Partnership as a general partner of the Partnership upon its execution of a counterpart signature page to this Agreement effective as of the date of the removal of the General Partner ("“Successor General Partner"”). The Successor General Partner shall have all of the non-economic rights, powers and obligations of the former General Partner as the general partner of the Partnership under this Agreement. The Successor General Partner shall have no rights with respect to the Parkway Purchase Right. In the event of the election of a Successor General Partner, if the Partners elect to continue the business of the Partnership, the Successor General Partner shall do so, provided that the Investment Period shall be terminated and no further Investments made.

Buy-Sell Offer. (a) Upon the removal of General Partner under Section 13.1 hereof, TRST PERS Holding shall have the right, but not the obligation (the "TRST PERS Holding Purchase Right"), exercisable by written notice to General Partner within thirty (30) days the effective date of the removal of General Partner (the "TRST PERS Holding Purchase Notice"), to purchase General Partner's entire Interest, the entire Interest in the Partnership of any Affiliate of the General Partner and the entire Interest of Parkway Properties, Inc. or any of its Affiliates, including, by means of example and not limitation, Parkway Properties, Inc. Affiliates (collectively, the "Parkway Interest") for cash at a value determined in accordance with this Section 13.3. (b) If the General Partner is removed pursuant to Section 13.1 hereof and TRST PERS Holding does not exercise its TRST PERS Holding Purchase Right under Section 13.3(a) hereof, General Partner or its Affiliates shall have the right, but not the obligation, exercisable by written notice to TRST PERS Holding within thirty (30) days after TRSTPERS Holding's failure to give the TRST PERS Holding Purchase Notice (the "Parkway Purchase Notice") to purchase TRSTPERS Holding's entire interest (the "TRST PERS Holding Interest") for cash at a value determined in accordance with this Section 13.3 (the "Parkway Purchase Right"). (c) If any purchase and sale of Interests is to take place as a result of Section 13.3(a) or 13.3(b) hereof, the parties shall, within ninety (90) days after receipt of either the TRST PERS Holding Purchase Notice or the Parkway Purchase Notice, as applicable, execute such documents and instruments reasonably required by the selling party to sell and transfer its Interest to the buying party at the purchase price determined in accordance with this Section 13.3 and the closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days thereafter. At such closing, the selling party shall sell and transfer its Interest to the buying party free and clear of encumbrances. In the event that TRST PERS Holding shall acquire the entire Interest of Parkway and the General Partner, then the Partnership shall have no obligation to pay any additional Carried Interest after the closing of the transfer of the Interest. (d) Upon receipt by the General Partner or TRST PERS Holding of the TRST PERS Holding Purchase Notice or the Parkway Purchase Notice, as applicable, TRST PERS Holding and the General Partner shall promptly cause the Fair Market Value of the Partnership to be determined by a qualified independent third-party appraisal firm selected by TRST PERS Holding and the General Partner as of the date that such notice is delivered pursuant to Section 13.3(a) or (b) hereof), as applicable. In the event that TRST PERS Holding and the General Partner cannot come to an agreement regarding the selection of an appropriate third-party appraisal firm, TRST PERS Holding and the General Partner shall each promptly engage separate qualified independent third-party appraisal firms to value the Partnership in accordance with this Section 13.3(d); such firms shall, in their discretion, appoint a third qualified independent third-party appraisal firm to conduct a third separate valuation of the Partnership in accordance with this Section 13.3(d). The value of the Partnership shall be equal to the average of the one of the first two independent valuations that is most similar to the third valuation and the third valuation, provided that if the first two valuations are equidistant from the valuation conducted by the third valuation firm, the value of the Partnership shall be equal to the value as determined by the third appraisal firm. Such determination shall be binding on General Partner, Parkway and TRSTPERS Holding. Once the Partnership has been valued in accordance with this Section 13.3(d), the Partnership's independent accounting firm shall determine the purchase price for each Partners' Interest in accordance with the terms of Section 6.1 hereof; provided that in the event of the removal of the General Partner for Cause under Section 13.1 hereof, the General Partner shall repay to the Partnership fifty percent (50%) of any Carried Interest Distributions that it has received. (e) If neither party exercises its purchase right within the time period specified in this Section 13.3 hereof13.3, Parkway shall have the right parties hereby elect to elect by written notice liquidate the assets of the Partnership in an orderly manner with the intent to TRST to continue as a Limited Partner pursuant to maximize the terms and provisions overall value of the Partnership in accordance with Article XV hereof. Parkway shall deliver its notice of continuation within 30 days after expiration of the time periods specified in Section 13.3 hereof. In Any such an event the Limited Partners by majority vote shall elect a Successor General Partner elected to replace act as the removed General Partner. The Successor General Partner liquidator shall be chosen by PERS Holding and admitted to the Partnership as a general partner of the Partnership upon its execution of a counterpart signature page to this Agreement effective as of the date of the removal of the General Partner ("Successor General Partner"). The Successor General Partner shall have all of the non-economic rights, powers and obligations of the former General Partner as the general partner of the Partnership under this Agreement. The Successor General Partner shall have no rights with respect to the Parkway Purchase Right. In the event of the election of a Successor General Partner, if the Partners elect to continue the business of the Partnership, the Successor General Partner shall do so, provided that the Investment Period shall be terminated and no further Investments made. Notwithstanding any other provision herein to the contrary, if a Successor General Partner is elected pursuant to this Section 13.2(e), such Successor General Partner shall immediately upon the date of such election be responsible for any amounts arising under Section 4.3(b) hereof and the removed General Partner shall have no liability thereunder. The removed General Partner's Interest shall be converted to a Limited Partner Interest and the removed General Partner shall have all of the rights and obligations of a Limited Partner hereunder. The removed General Partner's maximum right to distributions pursuant to Section 6.1(b)(iii) shall be determined as of the effective date of its termination based on the valuation procedures set forth in Section 13.3(d) hereof. Following the removal of General Partner for Cause, General Partner shall forfeit fifty percent (50%) of the Carried Interest received and fifty percent (50%) of any Carried Interest due in the future.