Common use of Buy-Sell Procedure Clause in Contracts

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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transaction.

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 closing (the "CLOSING") of a purchase and sale transaction under this ARTICLE 13 will be held on the 90th day after the price is determined as set forth for each event described above, the Ownership Interest last appraisal is completed and the results thereof are furnished to be sold;the Member Groups (the "CLOSING DATE"). (b) an offer At the Closing, (1) the Member Group selling its Membership Interest(s) (the "SELLER") will deliver to buy all the Member Group purchasing the Seller's Membership Interest(s) (the "BUYER") a duly executed assignment of its Membership Interest(s) and will also, upon the request of the Ownership Interest owned by Buyer, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and records as the Offeree at a fixed price determined solely by Buyer determines are reasonably necessary or desirable to conclude the OfferorClosing; (c2) an offer the Buyer will deliver to sell all the Seller cash in the full amount 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(or, 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 case of 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 pursuant to Section 13.4, cash in the Offeroramount of at least ***% of the amount of the purchase price and an executed note for the remainder of the purchase price due payable in equal quarterly installments of principal with accrued interest, and bearing interest at the rate per annum of *** basis points above the referenced rate of the Bank of America as in effect on the date of such sale, secured by the non-breaching Member Group's notice and Membership Interest(s), along with such other security documents (including without limitation a UCC-1 financing statement), each in a form reasonably acceptable to the terms and provisions of this Agreement. The transaction or transactions of purchase and sale arising from other Member Group); and (3) if 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 forSeller's Membership Interest(s) is subject to any Encumbrance, the party selling shall in this Section be referred to as the "Seller" same will constitute a default and the party purchasing shall in this Section Buyer may elect (i) to cause the purchase price (or a portion thereof) to be referred applied to as discharge such Encumbrance, (ii) to take the "Purchaser"Seller's Membership Interest(s) subject to such lien, claim or Encumbrance and to reduce 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 purchase price otherwise payable under the agreement of purchase and sale or other agreed transaction shall be paid by way of cash or by way of certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties amount of such Encumbrance, or (iii) to terminate the purchase and sale proceedings under this Section 13.7 because of the existence of such Encumbrance and in such event pursue any and all remedies available at the time of Closing;Law and equity. (dc) if, upon the date set for Closing, the Seller shall be indebted to the Parties Notwithstanding anything in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once the Buyer will be entitled to designate any Affiliate or third party to be the transferee of all or any portion of the Seller's Membership Interest(s), or to obtain financing from any third party with respect to such purchase, provided that, except in the case of a purchase and sale provisions hereinbefore referred to are invoked or become operative pursuant to Section 13.4, the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until foregoing will not delay the Closing or termination of any sale and purchase transaction contemplated by this Article. The reasonable costs of the ensuing transactionClosing will be divided equally between the Buyer and the Seller (except in the case of a purchase and sale pursuant to Section 13.4, in which case the full reasonable costs of the Closing will be paid by Seller), provided that each of Buyer and Seller will bear its own attorneys' fees and costs.

Buy-Sell Procedure. 9.01 If any Prior to the filing of a partition action in accordance with Section 8 or upon the occurrence of an Event of Bankruptcy in accordance with Section 9, the Tenant in Common filing such action or the subject of the Parties are desirous Event of purchasing the Ownership Interest of a Defaulting Party as defined in Section 8.02 hereofBankruptcy (hereinafter, the transaction shall be initiated and completed in the following manner. The said party (hereinafter referred to as the "Offeror"“Seller”) shall give first make a written offer (“Offer”) to sell its Interest to the other party (hereinafter referred Tenant in Common at a price equal to as the "Offeree") notice in writing which shall contain the following terms and provisions: (a) the price for the Ownership Fair Market Value (as defined below) of Seller’s undivided Interest to be sold; minus (b) an offer to buy all Seller’s proportionate share of any selling, prepayment or other costs that would apply in the event the Property was sold on the date of the Ownership offer. The other Tenant in Common shall be entitled to purchase the selling Tenant in Common’s Interest owned in the Property. “Fair Market Value” shall mean the fair market value of Seller’s undivided Interest in the Property (reduced by liabilities secured by the Offeree at a fixed price Property or liabilities taken subject to) on the date the Offer is made as 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 procedures set forth below. The other Tenant in writing or the failure Common shall have twenty (20) days after delivery of the Offeree Offer to accept the same Offer. If the other Tenant in Common (the Tenant in Common electing to accept the Offer, “Purchaser”) accepts the Offer, Seller and Purchaser shall commence negotiation of the Fair Market Value within fifteen (15) days after the Offer is accepted. If the parties do not agree, after good faith negotiations, within ten (10) days, then each party shall submit to the other a proposal containing the Fair Market Value the submitting party believes to be correct (each a “Proposal”). If either Purchaser or Seller fails to timely submit a Proposal, the other party’s submitted Proposal shall determine the Fair Market Value. If both Purchaser and Seller timely submit Proposals, then the Fair Market Value shall be deemed determined by final and binding arbitration in accordance with the procedures set forth below. Purchaser and Seller shall meet, telephonically or at a mutually agreeable location, within seven (7) days after delivery of the last Proposal and make a good faith attempt to constitute mutually appoint a binding agreement of purchase and sale as set out certified MAI real estate appraiser who shall have been active full-time over the previous five (5) years in the Offeror's notice appraisal of comparable properties located in Austin, Texas to act as the arbitrator. If Purchaser and Seller are unable to agree upon a single arbitrator, then Purchaser and Seller each, within five (5) days after the meeting, shall select an arbitrator that meets the foregoing qualifications. The two (2) arbitrators so appointed, within fifteen (15) days after their appointment, shall appoint a third arbitrator meeting the foregoing qualifications; provided, however, if one party fails to appoint an arbitrator in such period, then the terms one appointed arbitrator shall make such determination itself without the need for an additional, or third, arbitrator to be appointed or chosen. The determination of the arbitrator(s) shall be limited solely to the issue of whether Seller’s or Purchaser’s Proposal most closely approximates the Fair Market Value. The decision of the single arbitrator or of the arbitrator(s) shall be made within thirty (30) days after the appointment of a single arbitrator or the third arbitrator, as applicable. The arbitrator(s) shall have no authority to create an independent structure of fair market value or prescribe or change any or several of the components or the structure thereof; the sole decision to be made shall be which of the parties’ Proposals most closely corresponds to the Fair Market Value. The decision of the single arbitrator or majority of the three (3) arbitrators shall be binding upon Purchaser and provisions Seller. If Purchaser or Seller fails to appoint an arbitrator within the time period specified above, the arbitrator appointed by one of them shall reach a decision that shall be binding upon the parties. The cost of the arbitrators shall be paid equally by Seller and Purchaser. The arbitration shall be conducted in New York City, New York, in accordance with applicable Texas law, as modified by this Agreement. The transaction parties agree that Federal Arbitration Act, Title 9 of the United States Code, shall not apply to any arbitration hereunder. The parties shall have no discovery rights in connection with the arbitration. The decision of the arbitrator(s) may be submitted to any court of competent jurisdiction by the party designated in the decision (i.e., New York, Delaware or transactions Texas, as applicable). Such party shall submit to the applicable court having subject matter jurisdiction a form of purchase judgment incorporating the decision of the arbitrator(s), and sale arising from the foregoing such judgment, when signed by a judge of such court, shall become final for all purposes and shall be completed within sixty days after acceptance. 9.04 In entered by the event clerk of the court on the judgment roll of the court. If either Purchaser or Seller refuses to arbitrate an arbitrable dispute and the party demanding arbitration obtains a sale of an Ownership Interest in court order directing the said Business as herein provided forother to arbitrate, 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 demanding arbitration shall be paid by way entitled to all of cash or by way its reasonable attorneys’ fees and costs in obtaining such order, regardless of certified cheque; (c) ifwhich party ultimately prevails in the matter. BY EXECUTING THIS AGREEMENT, upon EACH TENANT IN COMMON AGREES TO HAVE ANY DISPUTE ARISING OUT OF THE MATTERS INCLUDED IN THE ARBITRATION OF DISPUTES PROVISION DECIDED BY NEUTRAL ARBITRATION AS PROVIDED BY TEXAS LAW AND EACH TENANT IN COMMON KNOWINGLY GIVES UP ANY RIGHTS IT MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL. BY EXECUTING THIS AGREEMENT EACH TENANT IN COMMON GIVES UP ITS JUDICIAL RIGHTS TO APPEAL. IF YOU REFUSE TO SUBMIT TO ARBITRATION AFTER AGREEING TO THIS PROVISION, YOU MAY BE COMPELLED TO ARBITRATE UNDER THE AUTHORITY OF TEXAS LAW. EACH TENANT IN COMMON’S AGREEMENT TO THIS ARBITRATION PROVISION IS VOLUNTARY. Once the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verifiedFair Market Value is determined, the Purchaser shall be entitled under obligated to acquire the Seller’s Interest. The closing of the purchase price to pay, satisfy and discharge all shall occur at or any portion of such indebtedness and to receive and to take credit against through a mutually agreeable title company where the purchase for the amount or amounts so paid on account of such indebtedness; Property is located within thirty (e30) if, on days from the date of Closinga Fair Market Value is determined, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller whether by agreement or arbitration. Closing costs and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell prorations shall be given or accepted until allocated as is standard practice where the Closing or termination of the ensuing transactionProperty is located.

Buy-Sell Procedure. 9.01 8.01 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 8.02 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 given 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 8.03 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 8.04 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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transaction.

Buy-Sell Procedure. 9.01 If any (a) After the [*] of the Parties are desirous date of purchasing this Agreement and prior to consummation of the Ownership Interest of a Defaulting Party as defined in Section 8.02 hereofCompany's initial Public Offering, the transaction shall procedure set forth in this Section 7.08 (the "Buy-Sell Procedure") may be initiated and completed in the following manner. The said party by a Consenting Stockholder Group (hereinafter referred to as the "OfferorInitiating Holder") shall give ), at its option, by giving notice to the other party Consenting Stockholder Group (hereinafter referred to as the "OffereeResponding Holder") of its election to initiate the Buy-Sell Procedure. Such notice in writing which shall contain include a statement of the following terms and provisions: (a) Initiating Holder's estimate of the price value per share of the Company Common Stock for the Ownership Interest to be sold;purposes of the Buy-Sell Procedures (the "Stated Value"). (b) an offer Within sixty days after receipt of the notice from the Initiating Holder, the Responding Holder shall give written notice of its election either to (i) purchase (or designate another Person to purchase) the Initiating Holder's ownership interest in the Company, or (ii) sell the Responding Holder's ownership interest in the Company. If the Responding Holder elects to purchase (or cause a designee to purchase) the Initiating Holder's ownership interest, the Initiating Holder shall be obligated to sell the same and, if the Responding Holder elects to sell its ownership interest, the Initiating Holder (or its designee) shall be obligated to buy all the same. The purchase price for the ownership interest to be sold shall be the amount determined by multiplying the Stated Value by the number of shares of the Ownership Interest owned Company Common Stock being sold. In addition, the applicable Consenting Stockholder (or its designee) that the foregoing procedure establishes will be the purchaser (the "Purchaser") of the ownership interest of the other Consenting Stockholder (the "Seller"), shall also purchase any preferred stock of the Company held by the Offeree at a fixed Seller for the issue price determined solely thereof plus any accreted or accrued and unpaid dividends thereon, and any debt of the Company held by the Offeror;Seller for the issue price thereof plus any accreted or accrued but unpaid interest thereon. (c) an offer to sell all The closing 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 of the Seller's ownership interest shall be held at the principal executive offices of the Company at 10:00 a.m. local time on a Business Day selected by the Purchaser, which closing date shall be as set out in the Offeror's notice promptly as practicable, __________ [*] Confidential Treatment Requested. and in the terms and provisions of this Agreement. The transaction or transactions of purchase and sale arising from the foregoing shall be completed any event within sixty days after acceptance. 9.04 In the event Responding Holder's notice of election is given, subject to extension for a sale maximum of an Ownership Interest in one hundred eighty additional days to the said Business as herein provided for, the party selling shall in this Section be referred extent required to as the "Seller" obtain all required Governmental 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 Private Approvals. The 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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted subject to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid conditions applicable to the Seller transfer of Offered Shares as contemplated by the Parties at the time of Closing; (d) if, upon the date set for ClosingSection 7.05(a). At such closing, the Seller shall be indebted transfer to the Parties Purchaser the Seller's ownership interest in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same Company free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser all Liens (other than Permitted Liens) and shall execute all such documents as may be reasonably required in order necessary to indemnify effectuate the sale. Unless otherwise agreed by the Purchaser and save harmless the Seller in relation thereto; (g) if, on the date of ClosingSeller, the Seller shallpurchase price shall be payable by wire transfer of same day funds or by certified or cashier's check drawn to the order of the Seller, as specified by the Seller. If the Purchaser fails to tender payment at the closing in the manner agreed by the parties or if the closing fails to occur within the time period specified above for any reasonreason other than a breach by the Seller, fail or refuse then such failure shall constitute an election by the Purchaser to complete sell its ownership interest in the transaction, Company and the Purchaser shall have then be bound to sell if the right upon Seller, by notice given within five days thereafter, requires it to do so. If the Seller timely gives such default without prejudice to any other rights notice, then the date by which the Purchaser may have, upon payment by the Purchaser closing of the balance due on closing (less or plus any adjustment herein permitted) to the credit purchase and sale of the Seller Purchaser's ownership interest shall occur shall be calculated, in any chartered bank in accordance herewith, from the Province of British Columbia or the solicitors for the Business on behalf of and in the name of date such notice is given. If the Seller does not timely give such notice or fails to complete consummate the transaction purchase as aforesaid and provided above, then the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell Buy-Sell Procedure shall be given or accepted until the Closing or termination of the ensuing transactiondeemed not to have been initiated.

Buy-Sell Procedure. 9.01 If any In the event that CenterPoint shall have the right, under Section 9.13, to initiate the Buy-Sell Procedure described in this Section 9.14, the following procedure shall be followed. The Member which exercises its right to initiate the Buy-Sell Procedure (the “Initiating Member”) shall have the right to require the other Member (the “Responding Member”) to elect either to purchase the Membership Interest of the Parties are desirous of purchasing Initiating Member, or to sell the Ownership Interest of a Defaulting Party as defined in Section 8.02 hereof, the transaction shall be initiated and completed Responding Member’s interest in the following mannerCompany to the Initiating Member. The said party (hereinafter referred to as the "Offeror") Initiating Member shall give written notice to the other party (hereinafter referred to as Responding Member of 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 amount of proceeds from a sale of all of the Ownership Interest owned by assets of the Offeree at Company which the Initiating Member reasonably believes would be available for distribution from the Company to the Members if the business of the Company were sold in its entirety as a fixed price determined solely by going concern, and giving the Offeror; (c) an offer Responding Member the obligation to elect either to purchase the Initiating Member’s interest in the Company or 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 its own interest in the notice and shall give written notification to Company, in either case based on the Offeror accepting either the Offeror's offer to purchase or the Offeror's offer to sell as contained amount specified in the notice. 9.03 The individual parties hereto agree that failure . If the Responding Member shall fail to accept respond within the time limited as aforesaid a thirty (30) day period, it shall be for all intents and purposes be deemed to have been a rejection of elected to sell its Membership Interest for the Offeror's offer to purchase consideration and on the terms set forth in the same manner as if notice. 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 Responding Member shall elect (or the failure of the Offeree to accept the same shall be deemed to constitute a binding agreement have elected) to sell its Membership Interest, or if the Responding Member shall elect to purchase the Membership Interest of the Initiating Member, then the purchase and sale as set out in of the Offeror's Membership Interest shall occur on a date selected by the purchasing Member, but no earlier than thirty (30) days after the date of the notice and in the terms and provisions of this Agreementno later than sixty (60) days. The transaction or transactions of purchase and sale arising from the foregoing price shall be completed within sixty days after acceptance. 9.04 In paid entirely in cash at 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"closing, and the following additional provisions shall apply: (a) purchaser’s rights to purchase the date scheduled for closing (the "Closing") Membership Interest may not 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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice assigned to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transactionparty.

Buy-Sell Procedure. 9.01 11.01 If any either of the Parties are is desirous of purchasing the selling all or any part of its Ownership Interest of a Defaulting in Newco (the “Selling Party”), then it must first offer such Ownership Interest to the other Party as defined in Section 8.02 hereof, the transaction shall be initiated and completed in the following mannerbefore offering such Ownership Interest to any third party. The said party Selling 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 per percentage point of ownership (the “Sale 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 the same Sale Price determined solely by the Offeror;; and (d) payment of an amount equal to the total purchase price in cash or by certified cheque or any other valuable consideration agreeable to both Parties on closing. 9.02 11.02 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 11.03 The individual parties hereto agree that failure to accept within the time limited as aforesaid shall be for all intents intent 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 60 days after acceptance. 9.04 11.04 In the event of a sale of an Ownership Interest in the said Business Newco 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 "“Sale of Ownership 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 certified chequecheque or as otherwise acceptable to both Parties; (c) if, upon the date set for the Sale of Ownership Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of the Sale of Ownership Closing; (d) if, upon the date set for the Sale of Ownership Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of the Sale of Ownership Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of the Sale of Ownership Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of the Sale of Ownership Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of the Sale of Ownership Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Sale of Ownership Closing or termination of the ensuing transaction. 11.05 In the event that no transaction is completed via the provisions of Sections 11.01 through 11.04, above, then the Selling Party is permitted to offer all or any part of its Ownership Interest to any third party. In the event that the Selling Party reaches any agreement, letter of intent or similar to sell all or any part of its Ownership Interests (the “Intent to Purchase”), AND in the event that any price, term, or condition of such Intent to Purchase differs from the offer may under Section 11.01, above, then all the provisions of Sections 11.01 through 11.04 must be offered by the Selling Party to the Offeree PRIOR to the Selling Party completing its proposed sale transaction with the third party.

Buy-Sell Procedure. 9.01 8.01 If any of the Parties are desirous of purchasing the Ownership Interest of a Defaulting Party as defined in Section 8.02 7.02 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 8.02 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 given 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 8.03 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 8.04 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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (hk) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transaction.

Buy-Sell Procedure. 9.01 If any (a) Each 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 CRC and completed in the following manner. The said party ESNI (hereinafter referred to as the "OfferorExercising Member") shall give have the right, at any time after the fourth anniversary of the Effective Date, exercisable by written notice (the "Sale Notice") to the other party (hereinafter referred to as the "OffereeRecipient") 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 its Membership 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 payable in cash or by certified cheque or at the closing and on such other valuable consideration on closing. 9.02 Upon 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 notice, the Offeree may, within Recipient or expressly states that 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 price is omitted in accordance with this Section, the foregoing Company shall engage an independent third Person reasonably known and acceptance thereof by either notice respected in writing or the failure field to determine the fair market value 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 Company (the "ClosingAppraiser"). The Appraiser shall notify each of the Exercising Member and the Recipient in writing of such fair market value determination within thirty (30) may be at any earlier date agreed to and fixed by the individual parties hereto;days after its engagement ("Appraisal Notice"). (b) any 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 payable under the agreement of purchase and sale or other agreed transaction shall be paid by way of cash or by way of certified cheque;Promissory Notes. (c) if, upon If the date set for ClosingRecipient elects to proceed pursuant to Section 8.3(b)(i), the Parties shall be indebted to the Seller in an amount recorded on the books Members shall, within thirty (30) days after receipt of the Parties Notice of Election, execute such documents and verified by instruments reasonably required to cause the auditors/accountants purchase and sale of the Parties, such indebtedness shall be paid to the Seller by the Parties Exercising Member's Membership Interest at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to payand the terms and conditions specified in the Sale Notice or Appraisal Notice, satisfy as the case may be, and discharge all or any portion the closing of such indebtedness and to receive and to sale shall take credit against place as soon as practicable, but in any event within thirty (30) days thereafter. At the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closingclosing, the Seller is responsible on any covenant for Exercising Member shall transfer its Membership Interest to the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same Recipient free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute and all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transactionencumbrances.

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) Subject to Section 6.1, the Initiating Venturer may submit to the Other Venturer within 30 days after the date of the meeting of the Venturers described in Section 6.1 two irrevocable offers in writing, the first shall be an offer to purchase the interest of the Other Venturer in the Joint Venture and the second shall be an offer to sell to the Other Venturer the Initiating Venturer's interest in the Joint Venture. The price for the Ownership Interest to be sold;contained in the offer to purchase shall be such amount of cash as the Initiating Venturer shall determine. The price to be specified in the offer to sell shall be in the same amount and cash form as the offer to purchase. Upon due submission of irrevocable offers as aforesaid until termination of the "Buy-Sell" procedure, neither Venturer shall thereafter have the right to submit other offers pursuant to this Section 7.2 or to otherwise dispose of its interest in the Joint Venture. Upon submission of such offers, the Joint Venture shall make no further Distributions. If such submission does not coincide with the close of a monthly accounting period, earnings and profits of that period shall be prorated as of the date of submission. (b) an Upon due submission of said irrevocable offers, the Other Venturer must accept one such offer and may not reject both offers (the acceptance of one such offer to buy all constitute a rejection of the Ownership Interest owned other and is to be made in writing within 60 days following the submission of the offers). If the Other Venturer has not accepted in writing one of the offers in such 60-day period, the Initiating Venturer shall have the option to purchase the Other Venturer's interest in the Joint Venture or sell its interest in the Joint Venture to the Other Venturer in accordance with the terms of the related offer and shall give the Other Venturer written notice within 30 days of the completion of such 60-day period of its election to buy or sell an interest in the Joint Venture under the terms of the related offer. If the Initiating Venturer fails to give such notice, the "Buy-Sell" procedure initiated by the Offeree at a fixed price determined solely by the Offeror;Initiating Venturer shall terminate and be of no further effect. (c) an Within 10 days after the acceptance of any 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 is made 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 made, the purchasing Venturer shall give the selling Venturer written notice, specifying (i) the time and place of the Offeror's offer to purchase in closing for the same manner as if purchase, and (ii) the Offeree hadclosing date for the purchase, 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 which closing date 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 not more than 60 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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closingthe purchasing Venturer's notice or the date on which deemed acceptance occurs, as the case may be; provided. however, that if there is any litigation or governmental requirements relating to such purchase and sale, the Seller is responsible on any covenant for closing date shall be postponed until a date not more than 20 days after the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason termination of such covenants litigation or guarantees; (f) if, on the date satisfaction of Closingsuch governmental requirements. At such closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall selling Venturer will deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except delivered to the purchasing Venturer all documents necessary to effect the sale of its interest in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement Joint Venture with all necessary transfer and documentary stamps, if any, affixed, to the contrary, once any purchasing Venturer against payment of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transactionpurchase price in immediately available funds.

Buy-Sell Procedure. 9.01 If any of the Parties are desirous of purchasing the Ownership Interest of (a) A Member providing 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 notice to the other party Members of an event described in Section 9.2 (hereinafter referred the “Non-Defaulting Member”) shall have the right, but not an obligation, exercisable by written notice (the “Sale Notice”) to the other (the “Recipient”), to buy and the Recipient shall 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 "Offeree") notice Sale Notice. In the event the Non-Defaulting Member provides a Sale Notice to the Recipient, the Board of Representatives 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 Non-Defaulting Member and the Recipient in writing which shall contain the following terms and provisions: of such fair market value determination within thirty (a30) the price for the Ownership Interest to be sold;days after its engagement (“Appraisal Notice”). (b) an offer to buy The Recipient shall, within sixty (60) days of receipt of the Appraisal Notice, sell all of its Membership Interest to the Ownership Interest owned by the Offeree Non-Defaulting Member at a fixed purchase price determined solely by equal to seventy-five percent (75%) of the Offeror;Recipient’s proportionate share of the fair market value of the Company described in the Appraisal Notice. (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; The Members shall, within thirty (d30) 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 days after receipt of the noticeAppraisal Notice, execute such documents and instruments reasonably required to cause 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 of the Recipient’s Membership Interest at the purchase price described in the Offeror's notice Section 8.3(b), and in on such terms and conditions that are equivalent to the terms and provisions of this Agreementconditions specified in the Sale Notice or Appraisal Notice, as the case may be. The transaction or transactions closing of purchase and such sale arising from shall take place as soon as practicable, but in any event within thirty (30) days thereafter. At 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 forclosing, the party selling Recipient 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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted transfer its Membership Interest to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same Non-Defaulting Member free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute and all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transactionencumbrances.

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 certified cheque; (c) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on the date of Closing, the Seller is responsible on any covenant for the liabilities of Business the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness of the Parties, then the Purchaser shall deliver the same free and clear of any claims in connection with such indebtedness to the Seller. In the event the Purchaser is unable to deliver the same, then the Purchaser shall execute all such documents as may be reasonably required in order to indemnify and save harmless the Seller in relation thereto; (g) if, on the date of Closing, the Seller shall, for any reason, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; (i) notwithstanding any term or provision of this Agreement to the contrary, once any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to the provisions of this Agreement, no other offer or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transaction.

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 procedure set forth in this Section 6.8 (the price “Buy-Sell Procedure”) may be initiated by either Partner after the fourth anniversary of the Effective Date after and each succeeding four year anniversary thereof (each, a “Buy-Sell Trigger Date”). In such event, the notice of the Partner that initiates the Buy-Sell Procedure (the “Initiating Partner”) shall include an estimate (the “Stated Value”) by the Initiating Partner of the Fair Market Value as of such date of the Interest of the Initiating Partner and of the Interest of the other Partner (the “Responding Partner”). In establishing Stated Value for purposes of this Buy-Sell Procedure, the Ownership Initiating Partner shall first estimate the Fair Market Value of the Partnership. The Fair Market Value of the Partnership shall be multiplied by the Sharing Percentage of each Partner in order to determine the Fair Market Value of the Interest to of each Partner. Such notice may be sold;delivered by the Initiating Partner at any time within the 30 day period following a Buy-Sell Trigger Date. (b) an offer Within 45 days after receipt of the notice of the Initiating Partner given pursuant to paragraph (a) of this Section 6.8, the Responding Partner shall give written notice to the Initiating Partner of the Responding Partner’s election to either purchase the Initiating Partner’s Interest or sell to the Initiating Partner the Responding Partner’s Interest, in either case at 100% of the Stated Value of such Interest. Upon receipt by the Initiating Partner of the notice of the Responding Partner given pursuant to this paragraph (b), each Partner shall be obligated to consummate the transactions elected by the Responding Partner, all in accordance with the terms hereof. The purchasing Partner shall also be required to purchase from the selling Partner all evidences of indebtedness (including Partners’ Loans) of the Partnership held directly or indirectly by the selling Partner. The failure of the Responding Partner to notify the Initiating Partner of its election to buy all of the Ownership Interest owned or sell shall be deemed to be an election by the Offeree at a fixed price determined solely by Responding Partner to sell its Interest to the Offeror;Initiating Partner. (c) an offer to sell all During the pendency of the Ownership Interest owned Buy-Sell Procedure, the business and affairs of the Partnership shall be conducted in the ordinary course as provided in this Agreement, unaffected by the Offeror pendency of the Buy-Sell Procedure; provided, however, that no additional capital contributions shall be required or received after the receipt by the Initiating Partner of the notice of the Responding Partner pursuant to paragraph (b) of this Section 6.8 and prior to the Offeree at a fixed price determined solely Buy-Sell Closing Date (as hereinafter defined), whether or not such capital contribution would otherwise be required pursuant to Section 3.1 hereof. With respect to any capital call made pursuant to Section 3.1 during the period following the receipt by the Offeror;Responding Partner of the notice of the Initiating Partner given pursuant to paragraph (a) of this Section 6.8 and prior to the receipt by the Initiating Partner of the notice of the Responding Partner given pursuant to paragraph (b) of this Section 6.2, the Partners shall make the capital contributions required pursuant to Section 3.1 and the purchase price to be paid by the purchasing Partner for the Interest of the selling Partner shall be increased by the amount of such capital contribution made by the selling Partner together with interest on the amount of such capital contribution at the Prime Rate from the date such contribution was made to the Buy-Sell Closing Date. If, at any time following the receipt by the Initiating Partner of the notice of the Responding Partner pursuant to paragraph (b) of this Section 6.8, the Managing Partner determines in its reasonable discretion that, but for the foregoing proviso, a capital contribution would be required to be made pursuant to Section 3.1, the Managing Partner may require the Purchasing Partner (as hereinafter defined) to grant to the Partnership a Partner’s Loan having a principal amount equal to the amount of the capital contribution that would otherwise be required and bearing interest at the Prime Rate. (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 The closing of the notice, the Offeree may, within a period purchases and sales of 30 days thereafter, accept either one Interests (including evidences of the offers contained in the notice and shall give written notification indebtedness) determined pursuant 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; paragraph (b) any amount payable under the agreement of purchase and sale or other agreed transaction this Section 6.8 shall be paid by way of cash or by way of certified cheque; held at a mutually acceptable place on a mutually acceptable date (cthe “Buy-Sell Closing Date”) if, upon the date set for Closing, the Parties shall be indebted to the Seller in an amount recorded on the books of the Parties and verified by the auditors/accountants of the Parties, such indebtedness shall be paid to the Seller by the Parties at the time of Closing; (d) if, upon the date set for Closing, the Seller shall be indebted to the Parties in an amount so recorded and verified, the Purchaser shall be entitled under the purchase price to pay, satisfy and discharge all or any portion of such indebtedness and to receive and to take credit against the purchase for the amount or amounts so paid on account of such indebtedness; (e) if, on not more than 90 days after the date of Closingan election by the Responding Partner under paragraph (b) of this Section 6.8, or 90 days after the end of the 45-day period referred to in paragraph (b) of this Section 6.8 if the Responding Partner fails to respond. At such closing, the Seller Partner that is responsible on any covenant for transferring an Interest (the liabilities of Business “Transferring Partner”) shall assign to the Purchaser shall procure for the Seller and deliver to him at the time of closing releases from any such covenants or guarantees or, failing that, shall indemnify the Seller from any claim, action, demand or liability that may arise by reason of such covenants or guarantees; (f) if, on the date of Closing, the Seller shall have any securities lodged with any person, including the Parties' bankers, to secure any indebtedness designee of the Partiesparty that is purchasing an Interest (the “Purchasing Partner”) the interest or interests to be sold, then the Purchaser shall deliver the same free and clear of all liens, claims and encumbrances (other than any claims in connection with such indebtedness to existence at the Seller. In the event the Purchaser is unable to deliver the sameEffective Date), then the Purchaser and shall execute all such documents as may be reasonably required necessary to effectuate the sale. In the event that the Initiating Partner is also the Purchasing Partner, the applicable purchase price or prices shall be payable in order to indemnify and save harmless the Seller in relation thereto; (g) if, cash on the date of ClosingBuy-Sell Closing Date. In the event that the Responding Partner is the Purchasing Partner, the Seller shallapplicable purchase price or prices may, for any reasonat the election of such Purchasing Partner, fail or refuse to complete the transaction, the Purchaser shall have the right upon such default without prejudice to any other rights which the Purchaser may have, upon payment by the Purchaser of the balance due on closing (less or plus any adjustment herein permitted) to the credit of the Seller in any chartered bank in the Province of British Columbia or the solicitors for the Business on behalf of and in the name of the Seller to complete the transaction as aforesaid and the Seller hereby irrevocably constitutes the Purchaser the true and lawful attorney of the Seller to complete the transaction and to execute any and every document necessary in that behalf; (h) between the date of any offer and the date of Closing of any ensuing transaction neither the Seller nor the Purchaser shall do or cause to be done anything except in the ordinary course of business; payable either (i) notwithstanding any term in cash on the Buy-Sell Closing Date, or provision (ii) as long as Rainbow Partner is a Partner in the Partnership, in the form of this Agreement a promissory note of the Purchasing Partner, secured pursuant to a pledge or collateral assignment agreement in form reasonably acceptable to the contraryInitiating Partner by the Interest to be purchased, once with a maturity date three (3) years following the Buy-Sell Closing Date if Rainbow Partner is the Purchasing Partner, or three (3) months following the Buy-Sell Closing Date if Fox Partner is the Purchasing Partner, in each case, bearing interest, payable semi-annually, at a rate per annum equal to the Prime Rate plus one-half percent (½). (e) No notice may be given under Section 6.6(a): (i) by either Partner while any of the sale provisions hereinbefore referred to are invoked or become operative pursuant to other notice is pending under the provisions of this AgreementSection 6.6, no other offer (ii) by either Partner after an Event of Termination has occurred, or notice of sale or intention to sell shall be given or accepted until the Closing or termination of the ensuing transaction(iii) by a Defaulting Partner.