Buy-Sell Procedures Sample Clauses

Buy-Sell Procedures. Upon the occurrence of the situation described in Section 6.5.1 or Section 6.5.2, as applicable, so that this Section 6.5.3 becomes applicable, the Nonsuitable Member shall have the right to contest, in accordance with applicable administrative and judicial process, at its or his expense, the determination by the applicable governmental authority that the Nonsuitable Member has become unsuitable, or the Nonsuitable Member may accept such determination. Upon the acceptance of such determination (without contest, or during the administrative and judicial process), or at the conclusion of the applicable administrative and judicial process at which time the determination of unsuitability was upheld, whichever occurs first, the Nonsuitable Member shall have thirty (30) days (or such shorter period of time if required by law or mandated by applicable governmental authorities) to sell, gift or otherwise transfer such Nonsuitable Member's Membership Interests and Sharing Ratios to a transferee who meets the suitability requirements of Applicable Laws, who must also be a Louisiana resident if Xxxxxxxx (or his transferee) is the Nonsuitable Member, at such price as may be negotiated between the Nonsuitable Member and the person or entity to whom the Nonsuitable Member's Membership Interests and Sharing Ratios will be assigned (the "Assignee"); provided, however, that the Other Member must give his or its consent to the transfer to the Assignee and to the Assignee becoming a Member hereunder, which consent may not be unreasonably withheld; and, provided, further, that if the Other Member objects and withholds consent, such Other Member must deliver along with his or its written objection the specific detailed reasons for objecting to such Assignee and the reasons why the Other Member believes such reasons satisfy the requirement that the consent has been withheld in the exercise of "reasonable" discretion. If the Nonsuitable Member believes that such reasons do not constitute a "reasonable" objection, the Nonsuitable Member shall be entitled to object by written notice to the Other Member giving the reasons therefor, and if the Nonsuitable Member and Other Member shall not be able to agree within five (5) days whether the Assignee is acceptable or not acceptable, the Nonsuitable Member shall not transfer the Membership Interests and Sharing Ratios to such proposed Assignee, but shall retain all rights and remedies, including for damages, which he or it may have again...
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Buy-Sell Procedures. (a) Managing Member or Non-Managing Member shall each have the right to initiate and complete the buy-sell procedures described in this Article (collectively, the “Buy-Sell Procedures”) at any time: (i) during the continuance of a Deadlock with respect to a Major Decision, but during the period of time expiring two (2) years after the Effective Date, only if such continuing Deadlock shall pertain to a Major Decision involving a sum or value which shall exceed the “Major Decision Materiality Threshold”, (ii) in any event, for any or no reason, after two (2) years from the Effective Date, or (iii) if any RSC Management Agreement shall (1) terminate, (2) expire or (3) the applicable Operator shall reenter or retake possession of any portion of any Property, in respect to any of subclauses (1), (2) or (3) of this Section 6.1(a)(iii), for any reason other than a termination by the applicable RSC Manager by convenience pursuant to Section 1301.6 of the Management Agreement attached hereto as Exhibit C, or any substantially similar provisions in any subsequent RSC Management Agreement, or a termination or retaking of possession of any portion of any Property by the applicable Operator by reason of an event of default by the applicable RSC Manager pursuant to Section 1301.3, of the Management Agreement attached hereto as Exhibit C, or any substantially similar provisions in any subsequent RSC Management Agreement, provided however that the termination of any RSC Management Agreement or retaking of possession of any portion of any Property by the applicable Operator by reason of an event of default by the applicable RSC Manager shall be deemed to be a termination by the applicable Operator for convenience (to avoid all doubt, there shall be no termination or other fee payable in such event) and permit the initiation of the Buy-Sell Procedures by Non-Managing Member unless the applicable RSC Manager failed to use reasonable commercial efforts to prevent such event of default.
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Buy-Sell Procedures. (a) Upon the event specified in Section 13.5(a), the Non-Withdrawing Party(s) shall give written notice of the institution of the Buy-Sell Procedures to the Withdrawing Party within thirty (30) days after the event specified in Section 13.3(b). Within thirty (30) days after receipt of such notice, the Withdrawing Party shall deliver to each Non-Withdrawing Party an offer (“Offer”) in writing, stating the cash purchase price under which the Withdrawing Party is willing to purchase the interest in the Joint Venture of each Non-Withdrawing Party. Such price shall be stated in terms of the price attributable to 100% of the Joint Venture. The Non-Withdrawing Party(s) then shall be obligated either to elect:
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Buy-Sell Procedures. (a) For a period of six (6) months (the “Exercise Period”) following the fifth (5th) anniversary of the Closing Date, either Sellers or Purchasers (such electing party, the “Exercising Party”) may elect to present a notice to the other party (the “Recipient Party”) that the Exercising Party chooses to proceed under this Section 8.15. Concurrently with such notice, the Exercising Party shall deliver to the Recipient Party an offer (the “Offer”) setting forth a dollar purchase price attributable to one hundred percent (100%) of the assets (without regard to the Partnerships’ liabilities) of the Partnerships (the “Partnerships Value”) and agreeing to sell or purchase (as elected or deemed elected by the Recipient Party pursuant to clause (b) below) either the Purchasers’ interest in the Partnerships or the Prime Participation Interest, as applicable, at a price determined with reference to such Partnerships Value as described below.
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Buy-Sell Procedures 
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Related to Buy-Sell Procedures

  • AML Procedures1 4.1 Consistent with the services provided by DST and with respect to the ownership of Shares in the Fund for which DST maintains the applicable Fund shareholder information, DST shall:

  • Sale Procedures In connection with its obligations under this Article II, the Partnership will, as expeditiously as possible:

  • Reply Procedures In connection with any Auction, each Lender holding the relevant Term Loans subject to such Auction may, in its sole discretion, participate in such Auction and may provide the Auction Agent with a notice of participation (the “Return Bid”) which shall be in a form reasonably acceptable to the Auction Agent, and shall specify (i) a discount to par (that must be expressed as a price at which it is willing to sell all or any portion of such Term Loans) (the “Reply Price”), which (when expressed as a percentage of the par principal amount of such Term Loans) must be within the Discount Range and (ii) a principal amount of such Term Loans, which must be in whole increments of $1,000,000 (or, in any case, such lesser amount of such Term Loans of such Lender then outstanding or which is otherwise reasonably acceptable to the Auction Agent) (the “Reply Amount”). Lenders may only submit one Return Bid per Auction, but each Return Bid may contain up to three bids only one of which may result in a Qualifying Bid. In addition to the Return Bid, the participating Lender must execute and deliver, to be held in escrow by the Auction Agent, an Assignment and Assumption with the dollar amount of the Term Loans to be assigned to be left in blank, which amount shall be completed by the Auction Agent in accordance with the final determination of such Lender’s Qualifying Bid pursuant to clause (c) below. Any Lender whose Return Bid is not received by the Auction Agent by the Auction Response Date shall be deemed to have declined to participate in the relevant Auction with respect to all of its Term Loans.

  • Transaction Procedures All series transactions for the Designated Series shall be consummated by payment to, or delivery by, the Custodian(s) from time to time designated by the Fund (the “Custodian”), or such depositories or agents as may be designated by the Custodian in writing, of all cash and/or securities due to or from the Series. The Subadviser shall not have possession or custody of such cash and/or securities or any responsibility or liability with respect to such custody. The Subadviser shall advise the Custodian and confirm in writing to the Fund all investment orders for the Designated Series placed by it with brokers and dealers at the time and in the manner set forth in Schedule A hereto (as amended from time to time). The Fund shall issue to the Custodian such instructions as may be appropriate in connection with the settlement of any transaction initiated by the Subadviser. The Fund shall be responsible for all custodial arrangements and the payment of all custodial charges and fees, and, upon giving proper instructions to the Custodian, the Subadviser shall have no responsibility or liability with respect to custodial arrangements or the act, omissions or other conduct of the Custodian.

  • New Procedures New procedures as to who shall provide certain of these services in Section 1 may be established in writing from time to time by agreement between the Fund and the Transfer Agent. The Transfer Agent may at times perform only a portion of these services and the Fund or its agent may perform these services on the Fund's behalf;

  • Quality Control Procedures The Seller must have an internal quality control program that verifies, on a regular basis, the existence and accuracy of the legal documents, credit documents, property appraisals, and underwriting decisions. The program must be capable of evaluating and monitoring the overall quality of its loan production and servicing activities. The program is to ensure that the Mortgage Loans are originated and serviced in accordance with prudent mortgage banking practices and accounting principles; guard against dishonest, fraudulent, or negligent acts; and guard against errors and omissions by officers, employees, or other authorized persons.

  • General Procedures If at any time on or after the date the Company consummates a Business Combination the Company is required to effect the Registration of Registrable Securities, the Company shall use its best efforts to effect such Registration to permit the sale of such Registrable Securities in accordance with the intended plan of distribution thereof, and pursuant thereto the Company shall, as expeditiously as possible:

  • Transmittal Procedures You and each Selling Agent, including customer carrying broker/dealers, shall transmit received investor funds in accordance with the following procedures. For purposes of the following, the term “Selling Agent” shall also include you as Dealer-Manager when you receive subscriptions from investors.

  • OPERATIONAL PROCEDURES In order to minimize operational problems, it will be necessary for trade information to be supplied in a secure manner by the Subadviser to the Fund’s Service Providers, including: JPMorgan Chase Bank, National Association (the “Custodian”), Virtus Fund Services (the “Fund Administrator”) BNY Mellon Investment Servicing (US) Inc., (the “Sub-Accounting Agent”), any Prime Broker to the Series, and all other Counterparties/Brokers as required. The Subadviser must furnish the Fund’s service providers with required daily information as to executed trades in a format and time-frame agreed to by the Subadviser, Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties and designated persons of the Fund. Trade information sent to the Custodian, Fund Administrator, Sub-Accounting Agent and Prime Broker/Counterparties must include all necessary data within the required timeframes to allow such parties to perform their obligations to the Series. The Sub-Accounting Agent specifically requires a daily trade blotter with a summary of all trades, in addition to trade feeds, including, if no trades are executed, a report to that effect. Daily information as to executed trades for same-day settlement and future trades must be sent to the Sub-Accounting Agent no later than 4:30 p.m. (Eastern Time) on the day of the trade each day the Fund is open for business. All other executed trades must be delivered to the Sub-Accounting Agent on Trade Date plus 1 by Noon (Eastern Time) to ensure that they are part of the Series’ NAV calculation. (The Subadviser will be responsible for reimbursement to the Fund for any loss caused by the Subadviser’s failure to comply with the requirements of this Schedule A.) On fiscal quarter ends and calendar quarter ends, all trades must be delivered to the Sub-Accounting Agent by 4:30 p.m. (Eastern Time) for inclusion in the financial statements of the Series. The data to be sent to the Sub-Accounting Agent and/or Fund Administrator will be as agreed by the Subadviser, Fund Administrator, Sub-Accounting Agent and designated persons of the Fund and shall include (without limitation) the following:

  • Auction Procedures The provisions contained in Section 11.10 of the Amended and Restated Bylaws concerning Auction Procedures will be followed by the Fund and, to the extent applicable, the Auction Agent, and the provisions contained therein are incorporated herein by reference in their entirety and shall be deemed to be a part of this Agreement to the same extent as if such provisions were set forth fully herein.

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