Buy/Sell Offering Notice. Subject to any Buy/Sell Provisions that have been triggered and are then in effect with respect to a prior Buy/Sell Offering Notice, the operation of Sections 16.1 through 16.9 (the "Buy/Sell Provisions") may be triggered with respect to any or all of the Properties only upon
Buy/Sell Offering Notice. Either Party may exercise its rights under this ARTICLE 7 at any time after a deadlock over a Buy-Sell Major Decision relating to one (1) of the Underlying Properties or Partnership Properties (the "SUBJECT PROPERTY") is not resolved within thirty (30) days after the Executive Committee meeting at which the same is voted upon; PROVIDED, HOWEVER, that in the case of an Underlying Property (i) such rights may only be exercised in connection with an in-kind distribution of such Underlying Property to the Partnership under Section 5.3 of the Underlying Partnership Agreement, and (ii) in the event of any such in-kind distribution, the Party whose Affiliate elected to cause such in-kind distribution shall be required to become the Initiating Party with respect to such Property hereunder. At any such time, either Party (the "INITIATING PARTY") may give written notice (the "OFFERING NOTICE") to the other Party (the "RESPONDING PARTY") of its intent to purchase all, but not less than all, of the Subject Property. The Offering Notice must be given within fifteen (15) days after the expiration of the thirty (30) day period described immediately above. In such event, the provisions set forth in this ARTICLE 7 shall apply. The Initiating Party shall specify in its Offering Notice the all cash purchase price ("PURCHASE PRICE") at which the Initiating Party would be willing to purchase a fifty percent (50%) undivided interest in the Subject Property free and clear of all debt secured by mortgages, deeds of trust and other security instruments thereon as of the date the Offering Notice is given ("DATE OF VALUE"). Once given, an Offering Notice may not be revoked or withdrawn by an Initiating Party without the written consent of the Responding Party, which consent may be withheld in its sole and absolute discretion. In no event shall either Party be permitted to give an Offering Notice initiating its buy-sell rights under this ARTICLE 7 more often than once in any twelve (12) successive month period.
Buy/Sell Offering Notice. At any time after the two year anniversary of the Effective Date of this Agreement, either party (the "Offering Member") may give written notice ("the Offering Notice") to the other party (the "Non-Offering Member") of its intent to purchase all, but not less than all, of the Non-Offering Member's interest in the Company. In no event may the purchase price be less than the value of the Non-Offering Member's Capital Account plus an amount equal to an annual rate of return of 15% of the amount of the Capital Account (the "Purchase Price"). The Purchase Price must be paid in cash. Once given, an Offering Notice may not be revoked or withdrawn by the Offering Member without the written consent of the Non-Offering Member.
Buy/Sell Offering Notice. The operation of this Section 8.3 may be triggered upon Notice (the “Buy/Sell Offering Notice”):
Buy/Sell Offering Notice. Either Member may elect to proceed under this Section 8.4 with respect to membership interests in the Company or the Company's interest in any Buy/Sell Pool. The operation of this Section 8.4 may be triggered upon written notice (the "Buy/Sell Offering Notice"):
(i) by either Member given at any time after the expiration of the Investment Period;
(ii) by either Member no more than one hundred twenty (120) days after the occurrence of an Event of Default by the Buy/Sell Responding Member; or
(iii) by the AEW Member given at any time after the date which is twelve (12) months after the date of any Permitted Change of Control;
Buy/Sell Offering Notice by the applicable Partner given under any of the following circumstances:
Buy/Sell Offering Notice. Subject to any Buy/Sell Provisions that have been triggered and are then in effect with respect to a prior Buy/Sell Offering Notice, the operation of Sections 16.1 through 16.9 (the “Buy/Sell Provisions”) may be triggered with respect to any or all of the Properties only upon written notice (the “Buy/Sell Offering Notice”) by the applicable Partner given under any of the following circumstances:
16.1.1 with respect to only the affected Property, by either Partner given at any time after an Impasse under this Agreement;
16.1.2 with respect to all the Properties, by DCT LLC or TRT LLC pursuant to Section 5.3.1;
16.1.3 with respect to all the Properties, by the Initiating Partner under Section 16.11 if the Buy/Sell Responding Partner and the Buy/Sell Initiating Partner are unable to reach agreement on the gross sales price of the remaining Properties within the 60-day negotiating period under Section 16.11; provided that if the Buy/Sell Initiating Partner fails to trigger the Buy/Sell Provisions within 10 days after the 60-day negotiating period, then the Buy/Sell Responding Partner may trigger the Buy/Sell Provisions within the immediately following 10-day period.
Buy/Sell Offering Notice. Subject to Section 8.2.11, the operation of this Section 8.4 may be triggered upon written notice (the "Buy/Sell Offering Notice") by either Member given at any time after the earlier of (x) the date eighteen (18) months after the date of this Agreement and (y) the occurrence of a Change in Control, in each case provided that there is no Event of Default with respect to the Member initiating such notice and the provisions of this Section 8.4 are not then in effect with respect to a prior Buy/Sell Offering Notice. Notwithstanding the foregoing, the Operating Member may issue a Buy/Sell Offering Notice within ten (10) Business Days of its receipt of a notice from the Class A Member that the Class A Member is exercising its right to become the managing member of the Company pursuant to Section 6.6. The Member duly triggering such right shall be the "Initiating Member" and the other Member shall be the "Responding Member" for the purposes of this Section 8.
Buy/Sell Offering Notice. The operation of this Section 8.4 may be triggered upon written notice (the "Buy/Sell Offering Notice"):
(i) by either Member given at any time after the expiration of the Investment Period;
(ii) by either Member no more than one hundred twenty (120) days after the occurrence of an Event of Default by the Responding Member;
(iii) by either Member if the LLC shall fail to maintain a Debt Ratio which is greater than or equal to the Minimum Debt Ratio and such failure shall not be cured within a reasonable period after notice from any Member to the other with respect thereto, such period to be not less than eighteen (18) months and to be determined after taking into account then prevailing market conditions for financing of similar Senior Housing Facilities (it being understood and agreed that, without limiting any other provision of this Agreement, the Company shall not be obligated to obtain any loan unless the new Loan constant would be less than 10.6 for the first year of such Loan.);
(iv) by the Federal Member given at any time after the termination of the Term of any Lease (as defined therein);
(v) by the Federal Member given at any time after March 31, 2001 and prior to July 31, 2001, unless on or before March 31, 2001 the Second Closing has occurred, or, if the Second Closing has not occurred on or before March 31, 2001, or one or more of the Properties intended to be included in the Second Closing are not acquired on or before March 31, 2001, then unless Qualified Replacement Properties are acquired such that the Appraised Fair Market Value of all of the Properties owned by Subsidiaries of the LLC is equal to at least $100 million and the Debt Ratio is not less than forty percent (40%) or greater than fifty percent (50%) on or before March 31, 2001;
(vi) by the Federal Member given at any time after the date which is twelve (12) months after the date of any Permitted Change of Control; or
(vii) by the Sunrise Member giving no more than one hundred twenty (120) days after a default under the Second Purchase and Sale Agreement caused by the Federal Member which remains uncured after the expiration of any applicable notice and/or cure period thereunder;
Buy/Sell Offering Notice. Subject to any Buy/Sell Provisions that have been triggered and are then in effect with respect to a prior Buy/Sell Offering Notice, the operation of Sections 16.1 through 16.9 (the “Buy/Sell Provisions”) may be triggered with respect to any or all of the Properties only upon written notice (the “Buy/Sell Offering Notice”) by the applicable Partner given under any of the following circumstances:
16.1.1: with respect to only the affected Property, by either Partner given at any time after an Impasse under this Agreement;
16.1.2: with respect to all the Properties, by DCT LLC or TRT LLC pursuant to Section 5.3.1;
