Common use of Buy/Sell Option Clause in Contracts

Buy/Sell Option. (a) In the event that the Management Committee is unable to reach a unanimous decision with respect to any matter set forth in Section 6.2, either of the General Partners (such Partner herein referred to as a "Buy-Out Offeror") shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) of the Partnership Interests of the other General Partner and its Affiliates. The Buy-Out Offer shall be at a price determined in accordance with the Appraisal Procedure (the "Aggregate Purchase Price") which shall be payment for all of the assets, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its Affiliates.

Buy/Sell Option. (a) In the event of a Deadlock at any time during the term of the Partnership, either Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that the Management Committee is unable to reach a unanimous decision Offeror may have had with respect to any matter set forth in Section 6.2, either of the General Partners (such Partner herein referred to as a "Buy-Out Offeror") shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) sale of the Partnership Interests Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the other General Partner and its AffiliatesBuy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Buy-Out Offer Offeror hereby instructs the Escrow Agent that the Escrow Agent shall be at a price determined either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the Appraisal Procedure (terms hereof, apply such Offer Deposit to the "Aggregate Purchase Price") which shall be payment for all purchase price as of the assetsBuy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount disburse such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved Deposit in accordance with Section 10.2. The General Partners hereby agree 7.3(g), or (ii) in the event the Offeree elects to use their best efforts to cause purchase the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offeror's Partnership Interest, disburse such Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price Deposit in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its AffiliatesSection 7.3(e).

Buy/Sell Option. (a) In the event that of a Deadlock at any time during the Management Committee is unable to reach a unanimous decision with respect to any matter set forth in Section 6.2term of the Partnership, either of General Partner may exercise a "buy-sell" right (the General Partners (such Partner herein referred to as a "Buy-Out Sell") as follows: either General Partner (the "Offeror") exercising such Buy- Sell (A) shall have the right deliver to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) of the Partnership Interests of the other General Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and its Affiliatessetting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that Offeror may have had with respect to the sale of the Partnership Interest and the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the Buy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Buy-Out Offer Offeror hereby instructs the Escrow Agent that the Escrow Agent shall be at a price determined either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the Appraisal Procedure (terms hereof, apply such Offer Deposit to the "Aggregate Purchase Price") which shall be payment for all purchase price as of the assetsBuy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount disburse such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved Deposit in accordance with Section 10.2. The General Partners hereby agree 7.3(g), or (ii) in the event the Offeree elects to use their best efforts to cause purchase the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offeror's Partnership Interest, disburse such Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price Deposit in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its AffiliatesSection 7.3(e).

Buy/Sell Option. At any time following the two (a2) In year anniversary of the Effective Date of this Agreement (or earlier exercisable by Hilltop Owner and/or Ford Owner, only, in the event the HF Owners (defined below) have notified SPC Owner that SPC Owner has committed a Bad Act), a Co-Owner (the Management Committee is unable “Offeror”) may deliver to reach a unanimous decision with respect to any matter set forth in Section 6.2, either of the General Partners other Co-Owners (such Partner herein referred to as a "Buy-Out Offeror"the “Offerees”) shall have the right to make a written offer (“Offer”) that gives the Offerees the option to buy either (a "Buy-Out Offer"i) all (but not less than all) of the Partnership Interests of the other General Partner and its Affiliates. The Buy-Out Offer shall be at a price determined in accordance with the Appraisal Procedure (the "Aggregate Purchase Price") which shall be payment for purchase all of the assets, liabilities and business Offeror’s Ownership Interest or (ii) sell all of the PartnershipOfferees’ Ownership Interests to the Offeror, and which Offer shall set forth a specified cash purchase price for each 1% of Ownership Interest (the amount “Interest Price”) (i.e., the same Interest Price per 1% of Ownership Interest whether the Offeror becomes a buyer or a seller). Within fifteen (15) days after the Offerees receives the Offer, the Offerees shall notify the Offeror in writing that the Offerees either (i) agree to be paid sell all of the Offerees’ Ownership Interest to any selling Partner under this Section 11.2 shall be the Offeror for a sales price (the “Offeree Sales Price”) equal to the amount such selling Partner would receive if all the assets, liabilities and business product of the Partnership were sold at Interest Price multiplied by the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offer (a "Buy-Out Offeree") shall, within 30 days Ownership Interest of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests Offerees or (bii) agree to purchase all (but not less than all) of the Partnership Interests Offeror’s Ownership Interest for a purchase price (the “Offeror Sales Price”) equal to the product of the Buy-Out Offeror and its Affiliates Interest Price multiplied by the Ownership Interest of the Offeror. The election of the Offerees shall be binding upon the foregoing terms Offeror. In the event that, following an Offer, one or more Offeree(s) determines to purchase, but other Offeree(s), if any, determine to sell, the Offeree(s) desiring to purchase shall be obligated to purchase both the other (selling) Offeree(s)’ Ownership Interests and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling PartnerOfferor’s Ownership Interest. The failure of any Partner receiving the Offerees to give a Buy-Out written notice of its election within such fifteen (15) day period shall be deemed an acceptance of the Offer to respond sell the Offerees’ Ownership Interest to Offeror for the Offeree Sales Price. Notwithstanding the foregoing, if the Offeror is either Hilltop Owner or Ford Owner (each, a “HF Owner”) or their respective successors or assigns, such Buy-Out offer must first be made to the other HF Owner prior to being made to SPC Owner, and if the Offeror is SPC Owner, such Offer must be made to each of the HF Owners. Further, the HF Owners may aggregate their respective Ownership Interests in connection with an Offer to SPC Owner. Any Offer to the Offerees shall be exercisable by them in the same proportion which their Ownership Interests bear, in the aggregate, to the Offeror’s Ownership Interest, or in such other manner as the Offerees agree in writing. The closing of any purchase or sale under this Section 6.04 shall occur within such 30-day deadline sixty (60) days after the Offeror’s delivery of its receipt thereof, either agreeing the Offer to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing the Offeree (the “Closing Period”). If the Offerees deliver a notice to the Offeror that the Offerees elect to purchase all of the Offeror’s Ownership Interest and fail to close such purchase within the Closing Period, then the Offeror shall have the option to elect to purchase all of the Offerees’ Ownership Interest for an amount equal to seventy-five percent (but not less than all75%) of the Partnership Interest of Offeree Sales Price and the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance closing of such Buy-Out Offer by purchase shall occur within thirty (30) days after the receiving General Partner binding on and enforceable against such General Partner and its Affiliates.expiration of the

Buy/Sell Option. If a Buy-sell Option Trigger Event occurs at any time within the period of thirty (30) months from the Scheme Completion Time, the Key Executive Parties may, subject to clause 12.4 (General terms of the Buy-sell Option), within six (6) months from the Reference Date of that Buy-sell Option Trigger Event (the “Buy- sell Option Period”), and on not less than ten (10) Business Days’ notice of their intention to do so, propose a price per Share in their absolute discretion by notifying such price to the Company and the Investor Shareholders (the “Buy-sell Option Price”), after which the Company (acting through the Board but with no ability for the directors and/or observers nominated or co-nominated by the Key Executives Parties to attend the relevant Board meeting(s), vote, or in any other way participate in the adoption of any Board decisions relating the Buy-sell Option) can elect to purchase all but not part of the Shares held by the Key Executive Parties at the Buy-sell Option Price. The Key Executive Parties’ notice of exercise of the Buy-sell Option shall be deemed irrevocable and only subject to the conditions in clause 12.4 (General terms of the Buy-sell Option). If the Key Executive Parties have not proposed a Buy-sell Option Price at the end of any ten (10) Business Days period of notice (subject to a seven (7) Business Days grace period), the Key Executive Parties shall be obliged to give a fresh ten (10) Business Days period of notice of their intention to propose a Buy-sell Option Price if they intend to subsequently do so within the Buy-sell Option Period. The Company shall make that election within thirty five (35) Business Days of being notified of the Buy-sell Option Price by delivering to the Key Executive Parties and the Investor Shareholders an irrevocable and binding notice of its intention to decline or accept the offer to purchase the relevant Shares at the Buy- sell Option Price, after which, if the Company accepts the offer, it shall have seven (7) Business Days to complete the purchase. If the Company declines or is unable to complete the purchase all the Shares of the Key Executive Parties within the period referred to in the preceding paragraph, (a) the First Investor Shareholder, and (b) any other Investor Shareholder that held over 5% of the Shares in the Company at the Scheme Completion Time and continues to hold over 5% of the Shares in the Company upon the Reference Date of the relevant Buy-sell Option Trigger Event (together, the “Qualifying Investor Shareholders”) can each elect to purchase all the Shares of the Key Executives Parties at the Buy-sell Option Price. In the event that the Management Committee is unable to reach a unanimous decision with respect to any matter set forth in Section 6.2, either of the General Partners more than one (such Partner herein referred to as a "Buy-Out Offeror"1) shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) of the Partnership Interests of the other General Partner and its Affiliates. The Buy-Out Offer shall be at a price determined in accordance with the Appraisal Procedure (the "Aggregate Purchase Price") which shall be payment for all of the assets, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree Qualifying Investor Shareholder elects to purchase all (but not less than all) the Shares of the Partnership Interests Key Executives Parties, the electing Qualifying Investor Shareholders shall determine their participation in such purchase amongst themselves, provided that each electing Qualifying Investor Shareholder shall be entitled to do so at least in proportion to its pro rata shareholding among all the electing Qualifying Investor Shareholders, unless otherwise agreed among any of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partnerthem. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer Qualifying Investor Shareholders shall make that election within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its Affiliates.later of:

Buy/Sell Option. (a) In the event that the Management Committee is unable to reach a unanimous decision with respect to any matter set forth in Section 6.2, either of the General Partners (such Partner herein referred to as a "Buy-Out Offeror") shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) of the Partnership Interests of the other General Partner and its Affiliates. The Buy-Out Offer shall be at a price determined in accordance with the Appraisal Procedure (the "Aggregate Purchase Price") which shall be payment for all of the assets, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-30 day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its Affiliates.

Buy/Sell Option. (a) In the event that the Management Committee is unable to reach <PAGE> 4 Any Shareholder, hereinafter "Offeror," may at any time make a unanimous decision with respect "buy/sell offer" to any matter set forth in Section 6.2or all the other Shareholders, either of hereinafter "Offeree(s)." As used herein, the General Partners (such Partner herein referred to as a term "Buy-Out Offeror") buy/sell" shall have the right to make mean a written offer to buy (a "Buy-Out Offer") all (but not less than all) or sell stock of the Partnership Interests Corporation at a specified price per share and upon specified terms of the other General Partner and its Affiliatespayment (including down payment, term, interest). The Buy-Out Offer Offeree(s) as a whole or partial group may, within the time specified in the offer (which time shall be at least twenty (20) days from the date of the receipt of such written offer, the " Election Period"), elect by written notice to the Offeror to regard the offer as an offer to sell by the Offeror and elect to purchase all or part of the stock of the Offeror upon the price per share and terms specified, each Offeree purchasing his proportionate share (based on the ratio of his stockholdings to the stockholdings of all the other electing Offeree(s)); provided, that, if a price determined in accordance with partial election is made, it must be made, if at all, as to a minimum number of shares of said stock owned by the Appraisal Procedure Offeror equal to the number of shares owned by the Offeree(s) immediately prior to the offer (herein "Minimum Offer"). If the "Aggregate Purchase Price") which election to purchase is exercised by the Offeree(s), the closing thereof shall be payment for no later than thirty (30) days after the written notice to exercise purchase is given to the Offeror. If the Offeree(s) shall make no such election to purchase prior to the expiration of the aforementioned Election Period or shall earlier expressly waive their right to regard the offer as an offer to sell by the Offeror, each Offeree shall be deemed to have sold and the Offeror shall be deemed to have purchased upon the price and terms contained in the buy/sell offer a proportionate share (based on the ratio of each Offeree's stockholdings to the stockholdings of all the Offerees) of stock of each Offeree such that the aggregate purchase by the Offeror shall equal the lesser of all of the assetsshares owned immediately prior by the Offeror or Offerees. In such event, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 closing thereof shall be equal to the amount such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety no later than thirty (9030) days after it has been initiatedthe date of the deemed purchase. The General Partner receiving a Buy-Out Offer (An Offeror cannot offer to buy or sell more shares of stock of the Corporation than he owns immediately prior to the offer. Notwithstanding anything herein to the contrary, no Shareholder shall be permitted to make a "Buy-Out Offeree"buy/sell offer" more than once in any twelve (12) shall, within 30 days month period without the consent of all Shareholders of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling PartnerCorporation. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its Affiliates5.

Buy/Sell Option. (a) In the event that the Management Committee is unable to reach For so long as OP remains a unanimous decision with respect to any matter set forth in Section 6.2, either Member of the General Partners (such Partner herein referred to as a "Buy-Out Offeror") Company, OP shall have the right right, at any time, to make initiate the provisions of this Section 7.3 (the “Buy Sell Option”). Should OP desire to exercise the Buy Sell Option, OP shall do so by giving notice (the “Initiating Notice”) to GLB setting forth a written offer statement of intent to buy invoke its rights under this Section 7.3. The purchase price of the Interest shall be based upon an estimate of the respective amounts that would be received by the Members pursuant to Section 6.6 (a "Buy-Out Offer") all (but not subject to adjustment on the Buy Sell Closing Date for outstanding cash balances, accounts payable and accounts receivable less than all30 days past due) assuming that all of the Partnership Interests Properties and assets of the other General Partner Company were sold for the Net Asset Valuation Amount (as defined below), the Company had paid all Company and Subsidiary liabilities (including all mortgage loans and any and all prepayment premiums on such mortgage loans assuming such mortgage loans were required to be prepaid in full on the Buy Sell Closing Date) and any and all applicable transfer taxes, document stamps, or similar fees that would be incurred if the Company and its Affiliates. The Buy-Out Offer shall be at a price determined in accordance with Subsidiaries, if any, sold all of the Appraisal Procedure Properties and distributed the net proceeds to the Members pursuant to Section 6.6 hereof (the "Aggregate Purchase Price") which shall be payment “B/S Distribution Amount”). For the purposes of this Agreement, “Net Asset Valuation Amount” means the net asset value of the Company using third party appraisals for all of the assets, liabilities and business Properties of the PartnershipCompany free and clear of all liabilities (other than then-existing mortgage loans), assuming that no Capital Contributions are made or Capital Proceeds distributed between the date of the Initiating Notice and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount such selling Partner would receive if all the assetsBuy Sell Closing Date. After receipt of an Initiating Notice, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved in accordance with Section 10.2. The General Partners hereby agree to use their best efforts to cause the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offer (a "Buy-Out Offeree") GLB shall, within 30 thirty (30) days of the determination of the Aggregate Purchase Price in accordance with the Appraisal Procedurethereafter, either (a) accept the Buy-Out Offer on behalf of itself and elect to exercise its Affiliates who own Partnership Interests option to sell or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline by giving written notice of its receipt thereof, either agreeing election (the “Electing Notice”) to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its Affiliates.OP:

Buy/Sell Option. (a) In At any time during the event term of the Partnership, either Partner may exercise a "buy-sell" right (the "Buy-Sell") as follows: either Partner (the "Offeror") exercising such Buy-Sell (A) shall deliver to the other Partner (the "Offeree") a written notice (the "Buy/Sell Offer") stating the Offeror's exercise of such right and setting forth the Buy/Sell Offer and a description of any negotiations or discussions with third parties that the Management Committee is unable to reach a unanimous decision Offeror or its Affiliates may have had with respect to the sale of all or any matter set forth in Section 6.2, either of the General Partners (such Partner herein referred to as a "Buy-Out Offeror") shall have the right to make a written offer to buy (a "Buy-Out Offer") all (but not less than all) portion of the Partnership Interests Interest and/or the Business, which Buy/Sell Offer shall represent the dollar amount (without reduction for any deemed or imputed expenses of sale) that the Offeror would be willing to pay to the Partnership in cash for the Business (the "Offer Amount") and (B) simultaneously with the delivery of the other General Partner and its AffiliatesBuy/Sell Offer, shall deliver into escrow with a title insurance company located in Dallas, Texas selected by the Offeror (the "Escrow Agent"), a good faith deposit in the amount of the Offer Deposit. The Buy-Out Offer Offeror hereby instructs the Escrow Agent that the Escrow Agent shall be at a price determined either (i) in the event the Offeree elects to sell its interest in the Partnership (the "Partnership Interest") in accordance with the Appraisal Procedure (terms hereof, apply such Offer Deposit to the "Aggregate Purchase Price") which shall be payment for all purchase price as of the assetsBuy/Sell Closing Date (as hereinafter defined) or if the Offeror fails to timely purchase the Offeree's Partnership Interest in accordance with the terms hereof, liabilities and business of the Partnership, and the amount to be paid to any selling Partner under this Section 11.2 shall be equal to the amount disburse such selling Partner would receive if all the assets, liabilities and business of the Partnership were sold at the Aggregate Purchase Price on the date the Buy-Out Offer was made and the Partnership were then immediately dissolved Deposit in accordance with Section 10.2. The General Partners hereby agree 7.3(g), or (ii) in the event the Offeree elects to use their best efforts to cause purchase the Appraisal Procedure to be completed within ninety (90) days after it has been initiated. The General Partner receiving a Buy-Out Offeror's Partnership Interest, disburse such Offer (a "Buy-Out Offeree") shall, within 30 days of the determination of the Aggregate Purchase Price Deposit in accordance with the Appraisal Procedure, either (a) accept the Buy-Out Offer on behalf of itself and its Affiliates who own Partnership Interests or (b) agree to purchase all (but not less than all) of the Partnership Interests of the Buy-Out Offeror and its Affiliates upon the foregoing terms and using the same Aggregate Purchase Price as was determined in accordance with the Appraisal Procedure to determine the amount owing to each selling Partner. The failure of any Partner receiving a Buy-Out Offer to respond to such Buy-Out Offer within such 30-day deadline of its receipt thereof, either agreeing to accept such Buy-Out Offer on behalf of itself and its Affiliates or by agreeing to purchase all (but not less than all) of the Partnership Interest of the Buy-Out Offeror and its Affiliates on the foregoing terms, shall constitute (without any further action by the Buy-Out Offeror, the receiving General Partner or any other Partner) an irrevocable acceptance of such Buy-Out Offer by the receiving General Partner binding on and enforceable against such General Partner and its AffiliatesSection 7.3(e).