Common use of Buy Sell Provisions Clause in Contracts

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. In order to initiate the Buy/Sell Provisions of Section 11.5 of this Agreement, the Initiating Member shall deliver to the Responding Member the Buy/Sell Initiation Notice containing the following terms: A statement of intent to initiate the Buy/Sell Provisions. The aggregate dollar cash purchase price (athe “Specified Value”) During which the Initiating Member has determined in its discretion that a third party would be willing to pay for the Property and all other assets and property of the Company as of that date, free and clear of all liabilities (whether actual or accrued), but subject to all existing indebtedness secured by the Property as of the applicable closing, and subject to existing agreements and other matters affecting title to the Property. A summary of the calculation by Initiating Member how he arrived at the Specified Value. The Responding Member shall have the option either: To become a “Selling Member” and sell its entire Membership Interest to the Initiating Member for the Buy/Sell Purchase Price of such Membership Interest (determined in accordance with Section 2 below); or To become a “Purchasing Member” and purchase the entire Membership Interest of the Initiating Member for the Buy/Sell Purchase Price of such Membership Interest (determined in accordance with Section 2 below). The Responding Member shall have fifteen (15) days, from the date of the Initiating Member’s Offering Notice to (1) notify the Initiating Member in writing of its election hereunder and (2) if the Responding Member elects to become a Purchasing Member, make a Buy/Sell Exercise Period, either Partner shall have Deposit in accordance with the right to trigger a buy/sell process by giving a Buy/Sell Notice to provisions of Section 3 below. If the other Partner; provided, however, that once the Noticed Partner has received a Buy/Sell Notice from the Triggering Partner, the Noticed Partner shall Responding Member does 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 Initiating Member of its election within said fifteen (i15) has elected days or fails to purchase the Triggering Partner's entire interest in the Partnership pursuant to timely make the Buy/Sell NoticeDeposit after electing to become the Purchasing Member, (ii) has elected to sell its entire interest in the Partnership to the Triggering Partner pursuant to the Buy/Sell Noticethen, or (iii) desires to cause the liquidation as of the Partnership and distribution day following the expiration of its assets in kind. (c) If the Noticed Partner fails to give that notice by the Response Daterelevant period, the Noticed Partner will Responding Member shall be conclusively deemed to have elected to become the Selling Member and shall be obligated to sell its entire interest in the Partnership Membership Interest to the Triggering Partner pursuant to the Buy/Sell NoticeInitiating Member. (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) During At any time from and after one (1) year from the date of completion of the Project (deemed to be the date upon which certificates of completion in accordance with the construction plans from the architect, engineer and general contractor with two sets of as-builts, final affidavits of the foregoing certifying payment of all amounts owed, a Buy/Sell Exercise Periodtitle endorsement without lien exceptions, and evidence of compliance with all governmental requirements including a certificate of occupancy are received) in the event the General Partners cannot agree upon the terms of a sale of the Property, or in the event of an unresolvable dispute as to a material matter, and a period of sixty (60) days has elapsed during which the General Partners have attempted to agree upon a price or settle their dispute, either Partner shall have Brennand (as to its entire Partnership interest) or BT, BEFI and EST (xx xx their aggregate Partnership interests) (the right to trigger a buy/sell process "Electing Partner") may offer by giving a Buy/Sell Notice written notice (the "Original 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 DateDetermining Partner")) to either buy from or sell to the Determining Partner all, but not less than all, of its (their) interest in the Noticed -29- 35 Partner Partnership. The Original Notice shall irrevocably notify state the Triggering Partner Electing Partner's desire to effect the sale of its (their) entire interest in writing whether the Noticed Partner (i) has elected to Partnership or the purchase of the Triggering Determining Partner's entire interest in the Partnership pursuant for an amount equal to the Buy/Sell NoticePurchase Price (as hereinafter defined). The Original Notice shall clearly reflect the computation of Purchase Price resulting from the deemed distribution of sales proceeds under Section 6.3, (ii) has elected including the fair market value of the Property. The "Purchase Price" shall be an amount equal to the amount which would be received by the Partner required to sell its entire interest in (the Partnership to the Triggering Partner pursuant to the Buy/Sell Notice, or (iii"Selling Partner") desires to cause the liquidation if all of the Partnership assets had been sold for an amount equal to their fair market value as determined by the Electing Partner and distribution the proceeds thereof had been applied and distributed in accordance with Section 6.3. Notwithstanding the preceding, in no event shall the Purchase Price to the Selling Partner be an amount less than the sum of its assets in kind. (a) the Preferred Partnership Capital, (b) the Additional Preferred Capital, (c) If the Noticed Partner fails to give that notice by the Response DateAdditional Preferred Capital Preferred Return and Additional Preferred Capital Preferred Return Arrearage, 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. and (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 Cumulative Preferred Return 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 fundsSelling Partner. (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. (ai) During Buy/Sell Triggers. Each of the following events constitutes a Buy/Sell Exercise PeriodTrigger: (1) the expiration of a 10-day period following the filing by the Partnership with the Commission of each Annual Report on Form 10-K or 10-KSB, either Partner shall have beginning with the right Report for the Partnership's fiscal year ending in 1996; provided that if for any reason the Partnership is not required to trigger a buy/sell process by giving a file an Annual Report on Form 10-K or 10-KSB with the Commission, then for purposes of this Buy/Sell Notice 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 the 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 Partnership; (2) the giving of a notice (an "Objection Notice") by Riverdale to Insignia to the effect that Riverdale opposes (x) any proposal made by the General Partner or any member of the Insignia Group that is to be submitted to a vote of the Limited Partners (whether such vote is to be taken at a meeting or by written consent) or (y) any Third Party Proposal or any proposal by a general partner of the Partnership (other than the General Partner) with respect to which the General Partner does not take a neutral position or recommend that Limited Partners vote against, which Objection Notice must be given by Riverdale not later than the 15th day after Insignia first gives Riverdale written notice of the proposed vote (which written notice shall be given by Insignia as promptly as practicable); provided, however, that once no Buy/Sell Trigger shall be deemed to have occurred if, within 15 days after receipt by Insignia of an Objection Notice from Riverdale, the Noticed Partner has received proposal that is the subject matter of the Objection Notice is withdrawn; and further provided that the giving of an Objection Notice shall result in a Buy/Sell Notice from Right exercisable only by Riverdale on behalf the Triggering PartnerIcahn Group; (3) the expiration of a Responsive Offer; provided, however, that the Noticed Partner expiration of a Responsive Offer shall not be entitled to deliver result in a Buy/Sell Notice to Right exercisable only by Riverdale on behalf the Triggering Partner.Icahn Group; (b4) Not later than the 15th Business Day after receipt of a Third Party Proposal Trigger; provided, however, that a Third Party Proposal Trigger shall result in a Buy/Sell Right exercisable only by Riverdale on behalf the Icahn Group; (5) the receipt by Riverdale of an Insignia Transfer Notice; provided, however, that the receipt by Riverdale of an Insignia Transfer Notice (the "Response Date"), the Noticed -29- 35 Partner shall irrevocably notify the Triggering Partner result in writing whether the Noticed Partner (i) has elected to purchase the Triggering Partner's entire interest in the Partnership pursuant to the a Buy/Sell Right exercisable only by Riverdale on behalf of the Icahn Group; (6) the receipt by Insignia of a Riverdale Transfer Notice; provided, (ii) has elected to sell its entire interest however, that the receipt by Insignia of a Riverdale Transfer Notice shall result in the Partnership to the Triggering Partner pursuant to the a Buy/Sell Notice, or (iii) desires to cause the liquidation Right exercisable only by Insignia on behalf of the Partnership and distribution of its assets in kind.Insignia Group; (c7) If the Noticed Partner fails to give occurrence of a material default by an Insignia Member under this Agreement, which default continues uncured or unwaived for a period of 15 consecutive days; provided, however, that notice by the Response Date, the Noticed Partner will be deemed to have elected to sell its entire interest such default shall result in the Partnership to the Triggering Partner pursuant to the a Buy/Sell Notice.Right exercisable only by Riverdale on behalf the Icahn Group; and (d) The closing (8) the occurrence of a "material default by a Riverdale Member under this Agreement, which default continues uncured or unwaived for a period of 15 consecutive days; provided, however, that such default shall result in a Buy/Sell Closing") of any sale of a Partner's interest in Right exercisable only by Insignia on behalf 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 fundsInsignia Group. (e) If the Noticed Partner has elected the liquidation and distribution option, such liquidation will be promptly commenced and diligently pursued to completion.