Buy-Sell Procedure. 9.01 If any of the Parties are desirous of purchasing the Ownership Interest of a Defaulting Party as defined in Section 8.02 hereof, the transaction shall be initiated and completed in the following manner. The said party (hereinafter referred to as the "Offeror") shall give to the other party (hereinafter referred to as the "Offeree") notice in writing which shall contain the following terms and provisions:
(a) the price for the Ownership Interest to be sold;
(b) an offer to buy all of the Ownership Interest owned by the Offeree at a fixed price determined solely by the Offeror;
(c) an offer to sell all of the Ownership Interest owned by the Offeror to the Offeree at a fixed price determined solely by the Offeror;
(d) payment of an amount equal to the total purchase price in cash or by certified cheque or other valuable consideration on closing.
9.02 Upon receipt of the notice, the Offeree may, within a period of 30 days thereafter, accept either one of the offers contained in the notice and shall give written notification to the Offeror accepting either the Offeror's offer to purchase or the Offeror's offer to sell as contained in the notice.
9.03 The individual parties hereto agree that failure to accept within the time limited as aforesaid shall be for all intents and purposes be deemed to have been a rejection of the Offeror's offer to purchase in the same manner as if the Offeree had, in fact, rejected such offer to purchase by notice in writing. The appropriate offer in accordance with the foregoing and acceptance thereof by either notice in writing or the failure of the Offeree to accept the same shall be deemed to constitute a binding agreement of purchase and sale as set out in the Offeror's notice and in the terms and provisions of this Agreement. The transaction or transactions of purchase and sale arising from the foregoing shall be completed within sixty days after acceptance.
9.04 In the event of a sale of an Ownership Interest in the said Business as herein provided for, the party selling shall in this Section be referred to as the "Seller" and the party purchasing shall in this Section be referred to as the "Purchaser", and the following additional provisions shall apply:
(a) the date scheduled for closing (the "Closing") may be at any earlier date agreed to and fixed by the individual parties hereto;
(b) any amount payable under the agreement of purchase and sale or other agreed transaction shall be paid by way of cash or by way of certi...
Buy-Sell Procedure. Before filing a partition action in accordance with Section 8, or
(i) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; or (b) for filing a partition), or
(ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or
(iii) in the event a Tenant in Common sues another Tenant in Common or any guarantor of the Lender’s Loan to the Tenants in Common, or
(iv) in the event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B; the Tenant in Common filing such partition action, or defaulting under this Agreement, or the subject of the Event of Bankruptcy, or suing another Tenant in Common or Loan guarantor, or any Tenant in Common on the event of a Deadlock (hereinafter, “Seller”) shall first make a written offer (“Offer”) to sell its undivided interest to the other Tenant in Common at a price equal to the Fair Market Value (as defined below) of Seller’s undivided interest. “Fair Market Value” shall mean the fair market value of Seller’s undivided interest in the Property on the date the Offer is made as determined in accordance with the procedures set forth below. The other Tenant in Common shall have ten (10) days after delivery of the Offer to accept the Offer. If the other Tenant in Common (“Purchaser”) accepts the Offer (hereafter, the date of such acceptance is the “Acceptance Date”), Seller and Purchaser shall commence negotiation of the Fair Market Value. If the parties do not agree, after good faith negotiations, within five (5) days after the Acceptance Date, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (“Proposal”) within seven (7) days after the Acceptance Date. If either party fails to timely submit a Proposal, the other party’s submitted proposal shall determine the Fair Market Value. If both parties timely submit Proposals, then the Fair Market Value shall be determined in accordance with the procedures set forth below. Within ten (10) days after the Acceptance Date, the parties shall appoint a certified MAI real estate appraiser who shall have been active full-time over the previous ten (10) years in the appraisal of comparable properties located in the County or City in which the Property is located (the “Appraiser”). If the parties are unable to agree upon a single Appraiser within ten (...
Buy-Sell Procedure. (a) At any time following the two (2) year anniversary of the date hereof, any Member shall have the right to commence the Buy-Sell procedure pursuant to this Section 10.5 as set forth below (the “Buy-Sell Procedure”); provided, however, in the event a Buy-Sell procedure under Section 10.5 of the operating agreement of any of GDC Beechwood, LLC, GDC SMG, LLC, or SMG Celebration, LLC (the “Affiliated Companies”) is triggered, the Member that is, or is the Affiliate of, the Person that so triggers such Buy-Sell Procedure shall be deemed to have triggered the Buy-Sell Procedure under this Section 10.5; provided, further, in the event of any triggering of the Buy-Sell Procedure hereunder that results in a sale of the Property, the “Property” under this Agreement and each such other operating agreement shall be transferred together unless otherwise agreed to by the Members and the members of the Affiliated Companies.
(b) The Member commencing such Buy-Sell Procedure (the “Triggering Member”) shall submit a demand (the “Demand”) to all other Members of the Company. Following receipt of the Demand, all Members shall discuss in good faith, for a period of thirty (30) days from such receipt or such longer period of time as all Members may agree (the “Negotiation Period”), the potential for the Triggering Member to sell its Interest to the other Members, or to acquire the Interests of the other Members, all on terms mutually satisfactory to all Members. If the Members are unable to reach a mutual resolution during the Negotiation Period, then the GDC Members (for purposes of this Section 10.5, the “Sales Member”), shall thereafter be authorized and directed to use its commercially reasonable efforts to secure a third-party arms-length purchaser (a “Purchaser”) of the Property, as set forth below.
(c) The Sales Member is authorized to (i) market the property to the general public, through a broker or otherwise, (ii) solicit offers from and make offers to potential Purchasers, (iii) negotiate with potential Purchasers, (iv) fully negotiate, execute and deliver any reasonable agreement necessary to sell the Property to a potential Purchaser (collectively, a “Purchase Agreement”) in accordance with the Approved Sales Terms (hereinafter defined), and (v) take all steps necessary to close under such Purchase Agreement and sell the Property to such Purchaser (the date of such closing the “Sale Closing Date”). Any Purchase Agreement must contain terms which (1) are reasonab...
Buy-Sell Procedure. (a) AFTER THE FIFTH ANNIVERSARY OF THE EFFECTIVE DATE. After the fifth anniversary of the Effective Date, whether or not an IPO has occurred, a Member Group may initiate a buy-sell procedure (the "Buy-Sell Procedure") by giving the other Member Group a notice referring to this Section 9.9(a) (the "Section 9.9(a) Notice"), which notice shall specify a cash purchase price per Interest or per share, as applicable, for all of the Interests in the Company then held by the other Member Group, and contain an irrevocable offer to purchase such Interests, and to sell all of the Interests in the Company then held by the initiating Member Group, at such price. The non-initiating Member Group may exercise its right to purchase or sell by notifying the initiating Member Group of its election within 90 days after delivery of the Section 9.9(a) Notice; provided, that the DCC Member Group may not initiate the Buy-Sell Procedure, or elect to buy in the event that the AWS Member Group initiates the Buy-Sell Procedure, without concurrently providing to the AWS Member Group a firm commitment, including a "material adverse change" condition (which may include a condition relating to disruption of the financial markets), reasonably acceptable to the AWS Member Group, from a financial institution reasonably acceptable to the AWS Member Group, to underwrite the purchase price. The closing of any such purchase and sale will occur within 90 days after the end of such 90-day period, subject to extension for obtaining by Final Order any regulatory approvals.
Buy-Sell Procedure. Before filing a partition action in accordance with Section 8, or
(i) upon a Tenant in Common defaulting its obligations under this Agreement (including, but limited to, (a) for failing to offer its interest for sale prior to filing a partition; or (b) for filing a partition), or
(ii) upon the occurrence of an Event of Bankruptcy in accordance with Section 9, or
(iii) in the event a Tenant in Common sues another Tenant in Common or any guarantor of the Lender’s Loan to the Tenants in Common, or
(iv) in the event of a Deadlock that is not resolved by the invocation of the provisions of Exhibit B;
Buy-Sell Procedure. (a) Each of CRC and ESNI (the "Exercising Member") shall have the right, at any time after the fourth anniversary of the Effective Date, exercisable by written notice (the "Sale Notice") to the other (the "Recipient"), to offer to sell all of its Membership Interest at a purchase price payable in cash at the closing and on such other reasonable terms and conditions as may be specified in the Sale Notice. In the event the Exercising Member fails to name a price in its Sale Notice and fails to remedy such omission within thirty (30) days following receipt of written notice thereof from the Recipient or expressly states that a price is omitted in accordance with this Section, the Company shall engage an independent third Person reasonably known and respected in the field to determine the fair market value of the Company (the "Appraiser"). The Appraiser shall notify each of the Exercising Member and the Recipient in writing of such fair market value determination within thirty (30) days after its engagement ("Appraisal Notice").
(b) The Recipient shall elect, by written notice to the Exercising Member ("Notice of Election") within sixty (60) days of receipt of the later of the Sale Notice or the Appraisal Notice, as the case may be, either (i) to purchase all of such offered Membership Interest at the purchase price and on the terms and conditions specified in the Sale Notice or Appraisal Notice, as the case may be or (ii) to sell all of its own Membership Interest to the Exercising Member at a purchase price which bears the same proportional relationship to its Membership Interest as the purchase price set forth in the Sale Notice or Appraisal Notice, as the case may be, bears to the Exercising Member's Membership Interest; provided, however, that if ESNI is the Recipient, in no event shall ESNI be required to sell its Membership Interest for a purchase price less than the then outstanding principal amount under the Promissory Notes.
(c) If the Recipient elects to proceed pursuant to Section 8.3(b)(i), the Members shall, within thirty (30) days after receipt of the Notice of Election, execute such documents and instruments reasonably required to cause the purchase and sale of the Exercising Member's Membership Interest at the purchase price and the terms and conditions specified in the Sale Notice or Appraisal Notice, as the case may be, and the closing of such sale shall take place as soon as practicable, but in any event within thirty (30) days thereafter. ...
Buy-Sell Procedure. (a) Subject to Section 7.4(j), at any time after the fifth anniversary of the Closing, either set of Related Partners (the “Initiating Partners”) may, at their option, elect to initiate the Buy-Sell Procedure set forth in this Section 7.4 (the “Buy-Sell Procedure”). In such event, the Initiating Partners shall notify the other Partners (the “Non-Initiating Partners”) of their intention to initiate the Buy-Sell Procedure. Such notice (the “Buy-Sell Notice”) shall include a statement by the Initiating Partners of their determination of the amount that equals the gross Fair Market Value of the Partnership’s assets and properties less the Partnership’s debts and liabilities (and related reserves) described in clauses (i), (ii) and (iii) of Section 8.2(c) (the “Stated Value”).
(b) Within ninety days after receipt of the Buy-Sell Notice, the Non-Initiating Partners shall elect one of the following three alternatives:
(i) to purchase (or designate one or more financially qualified third parties to purchase) the Initiating Partners’ Interests at the Buy-Sell Price (as defined below);
(ii) to sell their Interests to the Initiating Partners (or one or more financially qualified designees of the Initiating Partners) at the Buy-Sell Price; or
(iii) to initiate a Dissolution Procedure in accordance with Section 8.4, if it is then after the seventh anniversary of the Closing. In the case of clauses (i) and (ii) above, the “Buy-Sell Price” shall be equal to the amount each of the Transferring Partners (as defined below) would have received in respect of their Interests if the Partnership’s assets and properties were sold for an amount equal to the Stated Value and the proceeds thereof were distributed to the Partners in accordance with Section 8.2(c)(iv) and (v). The failure of the Non-Initiating Partners to notify the Initiating Partners of their election pursuant to the first sentence of this Section 7.4(b) shall be deemed to be an election by the Non-Initiating Partners to sell their Interests. If the Non-Initiating Partners elect or are deemed to elect to sell their Interests pursuant to this Section 7.4(b), then such Non-Initiating Partners shall be referred to as the “Transferring Partners” and the Initiating Partners shall be referred to as the “Purchasing Partners.” If the Non-Initiating Partners elect to purchase the Initiating Partners’ Interests pursuant to this Section 7.4(b), then such Non-Initiating Partners shall be referred to as the “Purchasing Partners”...
Buy-Sell Procedure. If the Deadlock shall not have been resolved within thirty (30) Days after the notice referred to in Section 5.2(a), then:
Buy-Sell Procedure. (a) At any time (i) during the Buy/Sell Period or while management and control of the Company is vested in PAT XXX pursuant to the terms hereof, PAT XXX may serve on Glimcher (x) an Offering Notice or (y) a notice (a "BUY/SELL DEMAND NOTICE") demanding that within 60 days of such notice, Glimcher deliver to PAT XXX an Offering Notice and (ii) during the Buy/Sell Period, Glimcher may serve on PAT XXX an Offering Notice. Each Offering Notice shall contain a valuation stating the aggregate dollar amount which Offeror would be willing to pay for all of the assets of the Company including, without limitation, cash and reserves (collectively, the "PROJECT") as of the date of such Offering Notice, free and clear of all liabilities. If Glimcher fails to deliver an Offering Notice within 60 days after PAT XXX gives a Buy/Sell Demand Notice to Glimcher, Glimcher shall be deemed to have given an Offering Notice with a Specified Valuation Amount equal to, at the election of PAT XXX, either (x) 105% of the Fair Market Value of the Project or (y) 95% of the Fair Market Value of the Project. PAT XXX shall make such election no later than the date on which the closing of a sale under this ARTICLE 11 shall occur. If PAT XXX fails to make such election, PAT XXX shall be deemed to have elected to have the Specified Valuation Amounts equal 105% of the Fair Market Value of the Property.
(b) Offeree shall have the option either:
(i) to sell its entire interest in the Company to Offeror for an amount equal to the amount Offeree would have been entitled to receive if the Company had sold the Project for the Specified Valuation Amount on the date on which such sale of Company interest shall be consummated, the Company had immediately paid all Company liabilities, and distributed the net proceeds to
Buy-Sell Procedure. Either Shareholder desiring to terminate its relationship with the other Shareholder with respect to the Company (the "Originating Party"), may at any time following the third anniversary of the effective date of this Agreement so long as a Transaction Notice or a Notice has not been delivered pursuant to the provisions of Section 16.1(c), give written notice to the other Shareholder that it is invoking the procedures of this Section 16.
