Buy Sell Provisions. (a) During a Buy/Sell Exercise Period, either Partner shall have the right to trigger a buy/sell process by giving a Buy/Sell Notice to the other Partner; provided, however, that once the Noticed Partner has received a Buy/Sell Notice from the Triggering Partner, the Noticed Partner shall not be entitled to deliver a Buy/Sell Notice to the Triggering Partner.
(b) Not later than the 15th Business Day after receipt of a Buy/Sell Notice (the "Response Date"), the Noticed -29- 35 Partner shall irrevocably notify the Triggering Partner in writing whether the Noticed Partner (i) has elected to purchase the Triggering Partner's entire interest in the Partnership pursuant to the Buy/Sell Notice, (ii) has elected to sell its entire interest in the Partnership to the Triggering Partner pursuant to the Buy/Sell Notice, or (iii) desires to cause the liquidation of the Partnership and distribution of its assets in kind.
(c) If the Noticed Partner fails to give that notice by the Response Date, the Noticed Partner will be deemed to have elected to sell its entire interest in the Partnership to the Triggering Partner pursuant to the Buy/Sell Notice.
(d) The closing (a "Buy/Sell Closing") of any sale of a Partner's interest in the Partnership required by the exercise of a Partner's buy/sell right shall take place at the principal offices of the Partnership at 10:00 a.m., local time, on the first Business Day which is 30 days after the date the Buy/Sell Notice received by the Noticed Partner (or such earlier Business Day as the buyer specifies on not less than two Business Days prior written notice to the seller or such later Business Day as the buyer and the seller shall mutually agree to). At the Buy/Sell Closing, the seller will execute and deliver such documents as may be required by the buyer to evidence the sale and transfer of the seller's entire interest in the Partnership, to be sold free and clear of all liens and encumbrances whatsoever, and the buyer will pay the Buy/Sell Price in immediately available funds.
(e) If the Noticed Partner has elected the liquidation and distribution option, such liquidation will be promptly commenced and diligently pursued to completion.
Buy Sell Provisions. (a) Subject to Subsection 9.2(a), no Partner shall Transfer all or any portion of such Partner’s Partnership Interest (or any right or interest therein) except as hereinafter provided. As used in this Agreement, the term “Transfer” shall mean any assignment, mortgage, hypothecation, transfer, pledge, creation of a security interest in or lien upon, encumbrance, gift or other disposition. Solely for the purposes of this Section 9.3, Penske, PTLC-LLC, PTLC2-LLC and PAG shall be treated as one Partner and GE Tennessee, RTLC-AC, NTFC and Holdco shall be treated as one Partner. No Partner shall Transfer less than all of such Partner’s Partnership Interest, and no Partner shall Transfer its Partnership Interest for consideration other than cash and/or a promissory note, in each case without the unanimous approval of all the Partners; provided, however, that if a promissory note shall form a portion of the consideration being offered by a third-party offeror, such note must (i) be issued by the party which proposes to acquire the Partnership Interest, (ii) bear an interest rate not less than the then-current market rate and (iii) not represent more than 50% of the total amount of the consideration being offered for such Partnership Interest.
Buy Sell Provisions. 14 8.1. Mutual Disagreement................................................14 8.2. Mandatory Buy-Sell of Interests. .................................15 8.3. Closing of Purchase or Sale........................................15 8.4. Definitions........................................................16
Buy Sell Provisions. Purchaser and Sellers agree that, in the -------------------- event any of the Sellers intend to sell any of their respective membership interests in the LLC after the Closing Date, Purchaser shall have the first right of refusal and, in the event Purchaser intends to sell any of its membership interests in the LLC after the Closing Date, Sellers shall have the first right of refusal. The non-offering party shall have 30 days to respond to an offer to sell by the other party and exercise its first right of refusal. In the event the non-offering party elects to purchase the membership interests being offered for sale within the 30-day response period, closing of the sale of such membership interests shall occur within 60 days of the non-offering party's election to buy. In the event the non-offering party does not accept the offer and does not elect to buy the membership interests offered for sale within the 30-day response period, the non-offering party's first right of refusal shall be deemed waived; provided that, if the non-offering party does not elect to buy the membership interests, the offering party shall have a period of 90 days (beginning the day after the expiration of the 30-day response period) to sell the membership interests on the same terms and conditions contained in the right of refusal. In the event such a sale is not consummated within the 90-day period, then the non-offering party's right of first refusal shall continue to be applicable to any future proposed sales of the membership interests. Such buy-sell provisions shall be incorporated in the JV Agreements (as defined in Section 2.2(h)) to be entered into by the Purchaser and Sellers at Closing, and such JV Agreements shall incorporate all essential terms of this Agreement.
Buy Sell Provisions. (i) Buy/Sell Triggers. Each of the following events constitutes a Buy/Sell Trigger:
(1) the expiration of a 10-day period following the filing by a Partnership with the Commission of each Annual Report on Form 10-K or 10-KSB, beginning six months after the filing (or deemed filing) of the Report for the Partnership's fiscal year ending in 1996; provided, however, that if for any reason the Partnership is not required to file an Annual Report on Form 10-K or 10-KSB with the Commission, then for purposes of this Buy/Sell Trigger the Company shall be deemed to have filed such Report on the 90th day following the last day of the applicable fiscal year of the Partnership; and further provided that if a Partnership is required to file an Annual Report with the Commission but does not timely file such Report (including any applicable extension under Rule 12b-25 under the Exchange Act), then for purposes of this Buy/Sell Trigger the Company shall be deemed to have filed such Report on the 105th day following the last day of the applicable fiscal year of the
Buy Sell Provisions. Section 8.1 At any time commencing on a date which is one (1) year after the “Substantial Completion” of the Project (as defined in the Lease), or the date that a Notice of Completion is recorded, whichever occurs earlier, either Member (such Member hereinafter referred to as “Invoking Member”) may deliver to the other Member (such other Member hereinafter referred to as the “Offeree Member”), written notice that the Invoking Member is invoking the provisions of this Section 8.1 (the “Buy-Sell Notice”).
Buy Sell Provisions. Section 8.1 At any time commencing on a date which is one (1) year after the “Substantial Completion” of the Project (as defined in the Lease), or the date that a Notice of Completion is recorded, whichever occurs earlier, either Member (such Member hereinafter referred to as “Invoking Member”) may deliver to the other Member (such other Member hereinafter referred to as the “Offeree Member”), written notice that the Invoking Member is invoking the provisions of this Section 8.1 (the “Buy-Sell Notice”).
Section 8.2 The Buy-Sell Notice shall set forth the gross price (the “Stated Amount”) at which the Invoking Member would be willing to purchase all of the Company Assets from the Company.
Section 8.3 The Buy-Sell Notice shall constitute an offer by the Invoking Member to purchase the entire Company Interest of the Offeree Member for a price equal to the amount of cash which would be distributable to such Offeree Member pursuant to Section 13.2.1 if the Project and all other Company Assets were sold to a third party pursuant to a bona-fide, arm’s length transaction at the Stated Amount and had the Company then (a) paid in full all of its Debt, including the repayment of the Loans and any loans payable to the Members (and made all apportionments customarily made in the closing of real estate transactions in the jurisdictions in which the Project is located, and all other customary closing costs, including, but not limited to title insurance premiums, survey costs, a reasonable and customary real estate commission and transfer taxes normally payable by a seller of real estate), (b) not established any Reserves and (c) distributed the net proceeds of the sale, and all other cash of the Company to the Members in accordance with the provisions of Section 13.2.1. Such calculations shall be made as of the date of closing set forth in Section 8.8. Provided, however, that the Stated Amount may not be less than an amount which would result in the distribution to the Selling Member of at least the Selling Member’s Unrecovered Contribution and the repayment of any loans owed by the Company to the Selling Member as of the date of closing. The Buy-Sell Notice shall also constitute an offer by the Invoking Member to sell its entire Company Interest to the Offeree Member for a price equal to the amount of cash which would be distributable to the Invoking Member in the manner described above if it were the Selling Member.
Section 8.4 Upon receipt of the Buy-Sell Notice, the ...
Buy Sell Provisions. Xxxx-XX and UATC shall negotiate in good faith for a period of at least thirty (30) days to negotiate a resolution to any controversy or dispute arising between the parties. Thereafter, either party (the "Initiating Party") may elect to deliver a written notice (the "Valuation Notice"), setting forth a purchase price and terms of payment for either party's interest. Within thirty (30) days after receipt of the Valuation Notice, the other party (the "Electing Party") shall elect in writing (the "Election Notice") to either purchase the entire interest of the Initiating Member or to sell the Electing Party's entire interest to the Initiating Party, in each case at the price and on the terms set forth in the Valuation Notice. If an Election Notice is not timely given, the Electing Party shall be deemed to have elected to sell its interest to the Initiating Party. The consummation of the transaction shall occur within thirty (30) days after receipt of the Election Notice, but no later than sixty (60) days after delivery of the Valuation Notice.
Buy Sell Provisions. 12.1 Upon the occurrence of any of the events set forth in Section 12.2 below, the Company and the other Members shall have the option to purchase all (but not less than all) of the Membership Interest owned by the Member to whom the event occurs. The option shall be exercisable first by the Company and thereafter by the other Members, pro rata according to their respective shareholding interests. The price, terms and conditions of purchase, and the method of exercise of the option shall be as described below.
12.2 The events which give rise to the option set forth in this Section 12.2 are as follows:
(a) The adjudication of bankruptcy of a Member, or the filing of a voluntary petition by a Member under the Bankruptcy Law, or the assignment for the benefit of a Member’s creditors; or
(b) The perfection of an involuntary lien against the membership interest of a Member which is not removed within ninety (90) calendar days, or the levy of execution on the Membership Interest which is not released within thirty (30) calendar days; or the appointment of a receiver to take custody of all or substantially all of the assets of a Member which is not released within thirty (30) calendar days, or any other event which would involuntarily or voluntarily cause the Membership Interest to be subject to the ownership by a person or entity other than a Member.
12.3 Each Member shall immediately notify the Secretary of the Company in writing upon the occurrence of any of the events in relation to itself specified in Section 12.2. Upon receipt of actual notice of the occurrence of any of the events specified in Section 12.2 the Secretary of the Company shall immediately give the other Member written notice of the occurrence of such event. The Company shall have the first option to purchase all or any part of the Membership Interest of the Member to whom the event has occurred at the price, and on the terms and conditions set forth in Sections 12.3 and 12.
Buy Sell Provisions. 8.1. Master Buy-Sell Provision 8.2. Closing 8.3. Remedies; Coordination of Rights