Common use of Buy-Sell Right Clause in Contracts

Buy-Sell Right. Upon the occurrence of a Buy/Sell Event, each Initial Member shall have the right (each, a "Buy/Sell Right") to buy all of the Membership Interests in the Company held by the other Initial Member or to sell all of its Membership Interests in the Company to such other Initial Member. The Buy/Sell Right shall be exercised in accordance with the following provisions: (a) Upon the occurrence of a Buy/Sell Event in connection with an irreconcilable dispute concerning a Major Decision, an Initial Member shall notify the other Initial Member (the Initial Member first giving notice pursuant to this Section 4.5 is referred to hereinafter as a "Notifying Party", and the other Initial Member so receiving notice from the Notifying Party is referred to hereinafter as the "Notified Party") in writing, with a copy to the Operating Committee, that it intends to exercise its Buy/Sell Right (each, a "Buy/Sell Notice"). Once the Notifying Party delivers the Buy/Sell Notice, the Notified Party may not exercise its Buy/Sell Right until the procedure established in this Section 4.5 is concluded with respect to such Buy/Sell Notice or until the Notifying Party breaches any provision established in this Section 4.5. (b) The Buy/Sell Notice shall contain an unconditional promise by the Notifying Party, at the election of the Notified Party, to either (i) sell all of its Membership Interests in the Company to the Notified Party, or (ii) acquire all of the Membership Interests in the Company of the Notified Party, in either case at a cash price (specified as a cash dollar price per 1% Membership Interest equal to the price stated in the Buy/Sell Notice (the "Buy/Sell Price")) and within the time periods specified in this Section 4.5. (c) Within fifteen (15) days after receipt of the Buy/Sell Notice by the Notified Party (each, a "Response Period"), the Notified Party shall notify the Operating Committee of the Notified Party's election to either: (i) accept the Notifying Party's offer to purchase the Notified Party's Membership Interests in the Company at the Buy/Sell Price (each, a "Sale Election"), or (ii) accept the Notifying Party's offer to sell all of its Membership Interests in the Company at the Buy/Sell Price (each, a "Purchase Election"). (d) Within two (2) Business Days from the earlier of the expiration of the Response Period or receipt by the Operating Committee of the election of the Notified Party contemplated to be delivered by Section 4.5(c), the Operating Committee shall send a written notice to all Members, informing them with respect to the Notified Party whether it made a Sale Election or a Purchase Election. (e) If the Notified Party fails to notify the Operating Committee within the Response Period it shall be deemed to have made a Sale Election. (f) If the Notified Party makes a Purchase Election, then the Notified Party shall purchase such part of the Notifying Party's Membership Interests in the Company as represents the Notified Party's pro rata portion of all of the Membership Interests in the Company at the Buy/Sell Price. (g) If the Notified Party makes a Sale Election, then the Notifying Party shall purchase for cash at the Buy/Sell Price the Notified Party's Membership Interests in the Company. (h) The closing on any Transfer of Membership Interests pursuant to this Section 4.5 shall occur on or prior to the date which is forty five (45) days after the date on which the notice described in Section 4.5(d) is mailed and each of the parties agrees to execute all documents and do all things necessary to close the Transfer. (i) If the Notified Party fails to purchase the Membership Interests of a Notifying Party pursuant to the exercise of a Purchase Election at the closing in accordance with Section 4.5(i), then the Notifying Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 4.5(i), to purchase the Notified Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price; and (ii) if the Notifying Party fails to purchase the Membership Interests of the Notified Party pursuant to the exercise of a Sale Election at the closing in accordance with Section 4.5(i), then the Notified Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 8.05(i), to purchase the Notifying Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price. (j) Any Membership Interests transferred pursuant to this Section 4.5 shall be transferred free and clear of any and all liens, mortgages, pledges, interests or other restrictions or encumbrances. (k) No Initial Member shall be entitled to exercise a Buy/Sell Right during the pendency of a Proposed Transfer by the other Initial Member under Section 4.3 hereof or a Third Party Offer under Section 4.4 hereof.

Buy-Sell Right. Upon the occurrence of a Buy/Sell Event, each Initial Member shall have the right (each, a "Buy/Sell Right") to buy all of the Membership Interests in the Company held by the other Initial Member or to sell all of its Membership Interests in the Company to such other Initial Member. The Buy/Sell Right shall be exercised in accordance with the following provisionsprovi sions: (a) Upon the occurrence of a Buy/Sell Event in connection with an irreconcilable dispute concerning a Major Decision, an Initial Member shall notify the other Initial Member (the Initial Member first giving notice pursuant to this Section 4.5 is referred to hereinafter as a "Notifying Party", and the other Initial Member so receiving notice from the Notifying Party is referred to hereinafter as the "Notified Party") in writingwrit ing, with a copy to the Operating Committee, that it intends to exercise its Buy/Sell Right (each, a "Buy/Sell Notice"). Once the Notifying Party delivers the Buy/Sell Notice, the Notified Party may not exercise its Buy/Sell Right until the procedure established in this Section 4.5 is concluded with respect to such Buy/Sell Notice or until the Notifying Party breaches any provision established in this Section 4.5. (b) The Buy/Sell Notice shall contain an unconditional promise by the Notifying Party, at the election of the Notified Party, to either (i) sell all of its Membership Member ship Interests in the Company to the Notified Party, or (ii) acquire all of the Membership Interests in the Company of the Notified Party, in either case at a cash price (specified as a cash dollar price per 1% Membership Interest equal to the price stated in the Buy/Sell Notice (the "Buy/Sell Price")) and within the time periods specified in this Section 4.5. (c) Within fifteen (15) days after receipt of the Buy/Sell Notice by the Notified Party (each, a "Response Period"), the Notified Party shall notify the Operating Committee of the Notified Party's election to either: (i) accept the Notifying Party's offer to purchase the Notified Party's Membership Interests in the Company at the Buy/Sell Price (each, a "Sale Election"), or (ii) accept the Notifying Party's offer to sell all of its Membership Interests in the Company at the Buy/Sell Price (each, a "Purchase Election"). (d) Within two (2) Business Days from the earlier of the expiration of the Response Period or receipt by the Operating Committee of the election of the Notified Party contemplated to be delivered by Section 4.5(c), the Operating Committee shall send a written notice to all Members, informing them with respect to the Notified Party whether it made a Sale Election or a Purchase Election. (e) If the Notified Party fails to notify the Operating Committee within the Response Period it shall be deemed to have made a Sale Election. (f) If the Notified Party makes a Purchase Election, then the Notified Party shall purchase such part of the Notifying Party's Membership Interests in the Company Com pany as represents the Notified Party's pro rata portion of all of the Membership Interests in the Company at the Buy/Sell Price. (g) If the Notified Party makes a Sale Election, then the Notifying Party shall purchase for cash at the Buy/Sell Price the Notified Party's Membership Interests in the Company. (h) The closing on any Transfer of Membership Interests pursuant to this Section 4.5 shall occur on or prior to the date which is forty five (45) days after the date on which the notice described in Section 4.5(d) is mailed and each of the parties agrees to execute all documents and do all things necessary to close the Transfer. (i) If the Notified Party fails to purchase the Membership Interests of a Notifying Party pursuant to the exercise of a Purchase Election at the closing in accordance with Section 4.5(i), then the Notifying Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 4.5(i), to purchase the Notified Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price; and (ii) if the Notifying Party fails to purchase the Membership Interests of the Notified Party pursuant to the exercise of a Sale Election at the closing in accordance with Section 4.5(i), then the Notified Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 8.05(i), to purchase the Notifying Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price. (j) Any Membership Interests transferred pursuant to this Section 4.5 shall be transferred free and clear of any and all liens, mortgages, pledges, interests or other restrictions or encumbrances. (k) No Initial Member shall be entitled to exercise a Buy/Sell Right during the pendency of a Proposed Transfer by the other Initial Member under Section 4.3 hereof or a Third Party Offer under Section 4.4 hereof.

Buy-Sell Right. Upon At any time after the occurrence Put/Call Period, any Member (an “Offering Member”), provided that such Member is not in default, breach or violation hereunder, and it would not cause a default, breach or violation of a Buy/Sell Eventany agreement or document affecting the Company, each Initial Member shall have the right to serve a notice (each, a "“Buy/Sell Right"-Out Notice”) on another Member (the “Offeree Member”) setting forth the Offering Member’s desire to buy all purchase the Percentage Interest of the Membership Interests in the Company held by the other Initial Member or to sell all of its Membership Interests in the Company to such other Initial Offeree Member. The Buy/-Out Notice shall contain a stated amount (the “Buy-Sell Right Price”) at which the Offering Member would purchase the Offeree Member’s Company Interest. The Buy-Out Notice shall also include a statement of the other major economic terms and conditions upon which the Offering Member would be exercised willing to purchase from the Offeree Member its Company Interest, including its interest in accordance with any loans to the following provisions: Company as well as a closing date of not less than ninety (a90) Upon days but not to exceed one hundred twenty (120) days from the occurrence date of the Buy-Out Notice (and in such case, under the circumstances described below, those terms and conditions shall also apply to the sale by the Offering Member to the Offeree Member of its Company Interest). Notwithstanding anything to the contrary herein, the Buy Out notice shall provide for repayment of preferred return and capital before any profit is distributed to any Member and if any Member serves a Buy/Sell Event in connection with an irreconcilable dispute concerning a Major Decision-Out notice, an Initial Member shall notify the notice must be served upon all other Initial Member (the Initial Member first giving notice pursuant to this Section 4.5 is referred to hereinafter as a "Notifying Party", and the other Initial Member so receiving notice from the Notifying Party is referred to hereinafter as the "Notified Party") in writing, with a copy to the Operating Committee, that it intends to exercise its Buy/Sell Right (each, a "Buy/Sell Notice")Members simultaneously. Once the Notifying Party delivers Upon receipt of the Buy/Sell -Out Notice, the Notified Party may not exercise its Buy/Sell Right until Offeree Members shall have thirty (30) days in which to give written notice (“Election Notice”) to the procedure established in this Section 4.5 is concluded with respect to such Buy/Sell Notice or until the Notifying Party breaches any provision established in this Section 4.5. (b) The Buy/Sell Notice shall contain an unconditional promise by the Notifying Party, at the election of the Notified Party, to Offering Member electing either (i) to sell to the Offering Member all of the Offeree Member’s right, title and interest in and to its Membership Interests Company Interest and in any loans to the Company for a cash purchase price equal to the amount identified in the Company to Buy-Out Notice and otherwise upon the Notified Partyterms set forth in the Buy-Out Notice, or (ii) acquire to purchase all of the Membership Interests Offering Member’s right, title, interest in and to its Company Interest and in any loans to the Company of the Notified Party, in either case at for a cash purchase price (specified as a cash dollar price per 1% Membership Interest equal to the price stated amount identified by the Buy-Out Notice and otherwise upon the terms set forth in the Buy/Sell -Out Notice. Failure to give the Election Notice (the "Buy/Sell Price")) and within the time periods specified in this Section 4.5. (c) Within fifteen (15) days after receipt of the Buy/Sell Notice by the Notified Party (each, a "Response Period"), the Notified Party shall notify the Operating Committee of the Notified Party's election to either: (i) accept the Notifying Party's offer to purchase the Notified Party's Membership Interests in the Company at the Buy/Sell Price (each, a "Sale Election"), or (ii) accept the Notifying Party's offer to sell all of its Membership Interests in the Company at the Buy/Sell Price (each, a "Purchase Election"). (d) Within two (2) Business Days from the earlier of the expiration of the Response Period or receipt by the Operating Committee of the election of the Notified Party contemplated to be delivered by Section 4.5(c), the Operating Committee shall send a written notice to all Members, informing them with respect to the Notified Party whether it made a Sale Election or a Purchase Election. (e) If the Notified Party fails to notify the Operating Committee within the Response Period it shall be deemed to have made a Sale Election. (f) If the Notified Party makes a Purchase Election, then the Notified Party shall purchase such part of the Notifying Party's Membership Interests in the Company as represents the Notified Party's pro rata portion of all of the Membership Interests in the Company at the Buy/Sell Price. (g) If the Notified Party makes a Sale Election, then the Notifying Party shall purchase for cash at the Buy/Sell Price the Notified Party's Membership Interests in the Company. (h) The closing on any Transfer of Membership Interests pursuant to this Section 4.5 shall occur on or prior to the date which is forty five (45) days after the date on which the notice described in Section 4.5(d) is mailed and each of the parties agrees to execute all documents and do all things necessary to close the Transfer. (i) If the Notified Party fails to purchase the Membership Interests of a Notifying Party pursuant to the exercise of a Purchase Election at the closing in accordance with Section 4.5(i), then the Notifying Party shall have the right, for a period of thirty (30) days from following the date originally scheduled for receipt of the closing pursuant to Section 4.5(i), Buy-Out Notice shall be deemed an acceptance by the Offeree Member of the Offering Member’s offer to purchase the Notified Party's Membership Interests Offeree Member’s Company Interest for the amount identified in the Buy-Out Notice and the Offeree Member’s agreement that the closing of such purchase and sale shall take place at a cash price equal to 80% the principal offices of the Buy/Sell Price; and (ii) if the Notifying Party fails to purchase the Membership Interests of the Notified Party pursuant to the exercise of a Sale Election at Company on the closing date set forth in accordance with Section 4.5(i), then the Notified Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 8.05(i), to purchase the Notifying Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price. (j) Any Membership Interests transferred pursuant to this Section 4.5 shall be transferred free and clear of any and all liens, mortgages, pledges, interests -Out Notice. Either the Offering Member or other restrictions or encumbrances. (k) No Initial the Offeree Member shall be entitled to exercise enforce its rights under this Section 6.2 by specific performance. If the purchaser defaults under this Section 6.2, the seller may elect within 30 days thereafter to purchase the purchaser’s Company Interest by paying to purchaser, in cash, an amount equal to the amount identified in the Buy-Out Notice discounted by a Buy/Sell Right during the pendency factor of a Proposed Transfer by the other Initial Member under Section 4.3 hereof or a Third Party Offer under Section 4.4 hereof20%.

Buy-Sell Right. (i) Upon the occurrence of any of the following events, the Member identified as the "Purchasing Member" shall have the right by delivery of written notice to the Member(s) identified as the "Selling Member" within thirty (30) days of the date such Purchasing Member becomes aware of any such occurrence to purchase all, but not less than all, of the Interest(s) of the Selling Member(s) and each Selling Member shall have the corresponding obligation to sell all, but not less than all, of such Selling Members' Interest(s) to the Purchasing Member as set forth in this Section 11.1(c): (A) upon the occurrence of a Buy/Sell Default, the Non-Defaulting Member and its Affiliates shall be the Purchasing Member and the Defaulting Member and any Member that is an Affiliate thereof shall be the Selling Member(s); (B) upon the occurrence of a Credit Committee Dissolution Event, each Initial the Approving Member and its Affiliates shall be the Purchasing Member and the Disapproving Member and any Member that is an Affiliate thereof shall be the Selling Member(s); (C) upon the delivery of a Termination Notice, the Non-Terminating Member(s) (other than Class C Members) and its Affiliates shall be the Purchasing Member and the Terminating Member and any Member that is an Affiliate thereof shall be the Selling Member(s); (D) upon the occurrence of a Change in Ownership, any Class A Member or Class B Member which is not the subject of such Change of Ownership may elect (as such, the Purchasing Member), to purchase the Interests of the other Member(s) which is the subject of such Change in Ownership, (as such, the Selling Member(s)); provided, that if more than one Member shall elect to exercise its buy-sell right pursuant to this Section 11.1(c)(i)(D), then no Member shall be afforded any such right and the Company shall be dissolved as set forth in Section 11.5; and (E) upon the failure to resolve a Disputed Matter after the procedures set forth in Section 3.8 shall have been exhausted, any Class A Member may elect (as such, the Purchasing Member), to purchase the Interests of the other Member(s), (as such, the Selling Member(s)); provided, that no Member shall have such right until such time as such Member has made Capital Contributions totaling at least one hundred and twenty-five million dollars ($125,000,000) and; provided further, that if more than one Member shall elect to exercise its buy-sell right pursuant to this Section 11.1(c)(i)(E), then no Member shall be afforded any such right and the Company shall be dissolved as set forth in Section 11.5. (ii) In any circumstances described in Section 11.1(c)(i), the Purchasing Member may, in its sole discretion, give written notice (the "Offering Notice") to the Selling Member(s) of its intent to purchase all, but not less than all, of such Selling Members' Interests for cash at the Buy-Sell Value (the "Purchase Price") as of the date the Offering Notice is delivered (the "Date of Value"). In any such event, the provisions set forth in this Section 11.1(c) shall apply. (iii) Each Selling Member shall then be obligated to sell to the Purchasing Member its Interest for the Purchase Price. The Purchasing Member shall have the right (eachto restructure any such purchase and sale as a merger, a "Buy/Sell Right"consolidation, purchase of all or substantially all assets or other form of transaction and the Selling Member(s) hereby agree to buy all of the Membership Interests in the Company held by the other Initial Member or to sell all of its Membership Interests in the Company to such other Initial Member. The Buy/Sell Right shall be exercised in accordance cooperate with the following provisions: (a) Upon Purchasing Member to the occurrence of a Buy/Sell Event in connection extent reasonably required to effect any such transaction, including, without limitation, by surrendering and/or transferring its management or other rights with an irreconcilable dispute concerning a Major Decisionregard to the Class C Member Vehicle; provided, an Initial that the Purchasing Member shall notify bear any additional expense to the other Initial Member (the Initial Member first giving notice pursuant to this Section 4.5 is referred to hereinafter Selling Member(s) incurred as a "Notifying Party", and the other Initial Member so receiving notice from the Notifying Party is referred to hereinafter as the "Notified Party") result of any such change in writing, with a copy to the Operating Committee, that it intends to exercise its Buy/Sell Right (each, a "Buy/Sell Notice"). Once the Notifying Party delivers the Buy/Sell Notice, the Notified Party may not exercise its Buy/Sell Right until the procedure established in this Section 4.5 is concluded with respect to such Buy/Sell Notice or until the Notifying Party breaches any provision established in this Section 4.5form of transaction. (biv) The Buy/Sell Notice Members shall contain an unconditional promise by the Notifying Party, at the election of the Notified Party, to either (i) sell all of its Membership Interests in the Company to the Notified Party, or (ii) acquire all of the Membership Interests in the Company of the Notified Party, in either case at a cash price (specified as a cash dollar price per 1% Membership Interest equal to the price stated in the Buy/Sell Notice (the "Buy/Sell Price")) meet and within the time periods specified in this Section 4.5. (c) Within fifteen (15) days after receipt of the Buy/Sell Notice by the Notified Party (each, a "Response Period"), the Notified Party shall notify the Operating Committee of the Notified Party's election to either: (i) accept the Notifying Party's offer to purchase the Notified Party's Membership Interests in the Company at the Buy/Sell Price (each, a "Sale Election"), or (ii) accept the Notifying Party's offer to sell all of its Membership Interests in the Company at the Buy/Sell Price (each, a "Purchase Election"). (d) Within two (2) Business Days from the earlier of the expiration of the Response Period or receipt by the Operating Committee of the election of the Notified Party contemplated to be delivered by Section 4.5(c), the Operating Committee shall send a written notice to all Members, informing them with respect to the Notified Party whether it made a Sale Election or a Purchase Election. (e) If the Notified Party fails to notify the Operating Committee within the Response Period it shall be deemed to have made a Sale Election. (f) If the Notified Party makes a Purchase Election, then the Notified Party shall purchase such part of the Notifying Party's Membership Interests in the Company as represents the Notified Party's pro rata portion of all of the Membership Interests in the Company at the Buy/Sell Price. (g) If the Notified Party makes a Sale Election, then the Notifying Party shall purchase for cash at the Buy/Sell Price the Notified Party's Membership Interests in the Company. (h) The closing on any Transfer of Membership Interests pursuant to this Section 4.5 shall occur on or prior to the date which is forty five (45) days after the date on which the notice described in Section 4.5(d) is mailed and each of the parties agrees to execute all exchange documents and pay any amounts due, and otherwise do all things necessary to close conclude the Transfer. (i) If the Notified Party fails to purchase the Membership Interests of a Notifying Party pursuant to the exercise of a Purchase Election transaction set forth herein at the closing of such purchase of such Selling Members' Interest (the "Closing"). The Closing shall occur at the office of the Purchasing Member's legal counsel at 9:00 a.m., on the first Wednesday after the thirtieth (30th) day after the Date of Value, or at such later date as all necessary regulatory approvals, if any, are received, unless that day is a not a Business Day and, in accordance with Section 4.5(ithat event, on the immediately preceding Business Day. At the Closing, the Selling Member(s) shall deliver to the Purchasing Member a duly executed assignment of its Interest and all Repayment Rights (as defined below), then if any, and shall also, upon the Notifying Party request of the Purchasing Member, concurrently therewith (or at any time and from time to time thereafter) execute and deliver such other documents and records as are reasonably necessary to effect the Transfer. The Purchasing Member shall have deliver to the right, for a period Selling Member(s) cash by wire transfer of thirty (30) days from the date originally scheduled immediately available funds for the closing pursuant to Section 4.5(ifull amount of the Purchase Price, and shall also, upon the request of the Selling Member(s), concurrently therewith (or at any time and from time to purchase time thereafter) execute and deliver such other documents and records as are reasonably necessary to effect the Notified Party's Membership Interests at a cash price equal to 80% of Transfer. Further, on the Buy/Sell Price; and (iiClosing, the Selling Member(s) if the Notifying Party fails to purchase the Membership Interests of the Notified Party pursuant shall be released from its liability under any third party loans to the exercise of Company and any guarantees made in connection therewith. If a Sale Election at Company creditor refuses to so release the closing in accordance with Section 4.5(iSelling Member(s), then the Notified Party Purchasing Member shall have indemnify the rightSelling Member(s) from liability under such loans and guarantees. In addition, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 8.05(i), to purchase the Notifying Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price. (j) Any Membership Interests transferred pursuant to this Section 4.5 shall be transferred free and clear of any and all liensoutstanding loans, mortgagesfees and reimbursements owed by the Company or the Purchasing Member to the Selling Member(s) ("Repayment Rights") shall be satisfied in full by the Company and/or by such Purchasing Member, pledgesas applicable, interests out of its own funds at Closing (provided that no such amount paid by the Company shall reduce the Purchase Price), and the satisfaction of all Repayment Rights, if any, shall be a condition precedent to the Selling Members' obligation to close hereunder. If the Selling Members' Interest is subject to any Encumbrance, the same shall constitute a default and the Purchasing Member may elect (a) to cause the Purchase Price (or other restrictions a portion thereof) to be applied to discharge such Encumbrance, (b) to take the Interest subject to such Encumbrance and to reduce the Purchase Price otherwise payable to the Purchasing Member to the Selling Member(s) by the amount of such Encumbrance, or encumbrances. (kc) No Initial to terminate the buy-sell proceedings under this Section 11.1(c) because of the existence of such Encumbrance and in such event pursue any and all remedies available at law and equity. Notwithstanding anything in this Agreement to the contrary, (x) the Purchasing Member shall be entitled to exercise a Buy/Sell Right during designate any Affiliate or third party to be the pendency transferee of a Proposed Transfer by such Interest or obtain financing from any third party with respect to such purchase; provided, that the other Initial foregoing shall not delay the closing of any such transaction and (y) the Selling Members' appointments to the Board, the Credit Committee and of any Officers shall be automatically terminated effective as of the Closing. The reasonable costs of the Closing shall be divided equally between the Selling Member(s) and the Purchasing Member; provided, that each such Member under Section 4.3 hereof or a Third Party Offer under Section 4.4 hereofshall bear its own attorneys' fees and costs.

Buy-Sell Right. Upon (a) If the occurrence of Class A Members reach a Buy/Sell EventDeadlock, each Initial then either Class A Member shall have (the "Initiating Member") may exercise a buy-sell right by delivering a notice (each, a the "Buy/-Sell RightNotice") to buy all of the Membership Interests in the Company held by the other Initial Member or to sell all of its Membership Interests in the Company to such other Initial Member. The Buy/Sell Right shall be exercised in accordance with the following provisions: (a) Upon the occurrence of a Buy/Sell Event in connection with an irreconcilable dispute concerning a Major Decision, an Initial Member shall notify the other Initial Class A Member (the Initial "Responding Member"), in which the Initiating Member first giving notice pursuant makes an offer to this Section 4.5 acquire all, but not a part of, the Responding Member's Membership Interest (plus Investor's Membership Interest, if the Responding Member is referred to hereinafter as an Enron Member) for a "Notifying Party", and the other Initial Member so receiving notice from the Notifying Party is referred to hereinafter as cash purchase price (the "Notified PartyFirst Price") specified in writing, with a copy to the Operating Committee, that it intends to exercise its Buy/Sell Right (each, a "Buy/-Sell Notice"). Once the Notifying Party delivers the Buy/Sell Notice, the Notified Party may not exercise its Buy/Sell Right until the procedure established in this Section 4.5 is concluded with respect to such Buy/Sell Notice or until the Notifying Party breaches any provision established in this Section 4.5. (b) The Buy/Sell Notice Responding Member shall contain an unconditional promise have the right, exercisable by notice (the Notifying Party, at "Second Notice") given to the election Initiating Member within 180 Days after the giving of the Notified PartyBuy-Sell Notice, to either purchase all, but not a part, of the Membership Interest of the Initiating Member (plus Investor's Membership Interest, if the Initiating Member is an Enron Member) for a cash purchase price (the "Second Price") equal to the product of (i) sell all of its the Sharing Ratio represented by the Initiating Member's (plus Investor's, if applicable) Membership Interests in the Company to the Notified Party, or Interest and (ii) acquire all a fraction, the numerator of which is the First Price and the denominator of which is the Sharing Ratio of the Responding Member's (plus Investor's, if applicable) Membership Interests in the Company of the Notified Party, in either case at a cash price (specified as a cash dollar price per 1% Membership Interest equal to the price stated in the Buy/Sell Notice (the "Buy/Sell Price")) and within the time periods specified in this Section 4.5Interest. (c) Within fifteen On the purchase date (15) days which shall be selected by the purchasing party but in no event later than 195 Days after receipt of the Buy/-Sell Notice by the Notified Party (each, a "Response Period"Notice), the Notified Party Responding Member (and Investor, if applicable) shall notify sell, and the Operating Committee of Initiating Member (or its designated Affiliate or third party) shall purchase, the Notified Party's election to either: (i) accept the Notifying Party's offer to purchase the Notified PartyResponding Member's Membership Interests Interest for the First Price; provided, however, that if a Second Notice shall have been timely given, then on the purchase date the Initiating Member (and Investor, if applicable) shall sell, and the Responding Member (or its designated Affiliate or third party) shall purchase, the Initiating Member's (and Investor's, if applicable) Membership Interest for the Second Price. In either case, the purchase price shall be payable in cash, and the Company at purchasing Member (or its designated Affiliate or third party) automatically shall become the Buy/Sell Price owner of that Membership Interest, and the selling Member (eachand Investor, a "Sale Election"), or (iiif applicable) accept the Notifying Party's offer to sell all of its Membership Interests in the Company at the Buy/Sell Price (each, a "Purchase Election"). (d) Within two (2) Business Days from the earlier of the expiration of the Response Period or receipt by the Operating Committee of the election of the Notified Party contemplated shall cease to be delivered by Section 4.5(c), the Operating Committee shall send a written notice to all Members, informing them with respect to the Notified Party whether it made a Sale Election or a Purchase Election. (e) If the Notified Party fails to notify the Operating Committee within the Response Period it shall be deemed to have made a Sale Election. (f) If the Notified Party makes a Purchase Election, then the Notified Party shall purchase such part of the Notifying Party's Membership Interests in the Company as represents the Notified Party's pro rata portion of all of the Membership Interests in the Company at the Buy/Sell Price. (g) If the Notified Party makes a Sale Election, then the Notifying Party shall purchase for cash at the Buy/Sell Price the Notified Party's Membership Interests Member in the Company. (h) The closing on any Transfer , effective as of Membership Interests pursuant to this Section 4.5 shall occur on or prior to the date which is forty five (45) days after the date on which the notice described in Section 4.5(d) is mailed and each of the parties agrees to execute all documents and do all things necessary to close the Transfersuch closing. (i) If the Notified Party fails to purchase the Membership Interests of a Notifying Party pursuant to the exercise of a Purchase Election at the closing in accordance with Section 4.5(i), then the Notifying Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 4.5(i), to purchase the Notified Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price; and (ii) if the Notifying Party fails to purchase the Membership Interests of the Notified Party pursuant to the exercise of a Sale Election at the closing in accordance with Section 4.5(i), then the Notified Party shall have the right, for a period of thirty (30) days from the date originally scheduled for the closing pursuant to Section 8.05(i), to purchase the Notifying Party's Membership Interests at a cash price equal to 80% of the Buy/Sell Price. (j) Any Membership Interests transferred pursuant to this Section 4.5 shall be transferred free and clear of any and all liens, mortgages, pledges, interests or other restrictions or encumbrances. (k) No Initial Member shall be entitled to exercise a Buy/Sell Right during the pendency of a Proposed Transfer by the other Initial Member under Section 4.3 hereof or a Third Party Offer under Section 4.4 hereof.