Common use of Buy-Sell Right Clause in Contracts

Buy-Sell Right. 14.1 At any time after the second anniversary of the date of Property Completion, either Shareholder (the actual Shareholder giving such notice being herein called the “Electing Shareholder”), shall have the option (“Buy-Sell Right”) to cause to occur the buy-sell rights under this Clause 14.1 by giving written notice (“B/S Notice”) thereof to the other Shareholder (the Shareholder receiving such notice being herein called the “Non-electing Shareholder”). No notice may be given by any Shareholder at any time that (a) further to Clause 11.1(e), the exercise thereof would constitute a default with respect to any third party indebtedness of the Company (unless the holder thereof has waived such default or the Electing Shareholder in its notice states such indebtedness will be paid in full and demonstrates it has the financial means to do so); or (b) a Sale Notice pursuant to Clause 17.1 or a Forced Sale Notice in respect of the whole of the Property (but not less than the whole of the Property) pursuant to Clause 18.2 has already been issued until such time as the Sale Notice or Forced Sale Notice shall expire without the applicable sale having taken place. The B/S Notice shall set forth an all cash price which the Electing Shareholder is prepared to pay for all of the Non-Electing Shareholder’s Interests (“Price”). The Shareholders agree to reasonably cooperate in making available information about the Group and/or the Property during the pendency of any proceedings under this Clause 14.1. Additionally, the B/S Notice shall also disclose all written offers, letters of intent, term sheets and other indications of interest in the Property or such Shareholder’s Shares that have been received by the Electing Shareholder within the period which is 12 months prior to the delivery of the B/S Notice. The Non-electing Shareholder shall then decide whether: (1) the Electing Shareholder will buy all of the Interests of the Non-electing Shareholder; or (2) the Non-electing Shareholder will buy all of the Interests of the Electing Shareholder. If the Non-electing Shareholder does not give to the Electing Shareholder written notice of selecting option (1) or (2) within 40 Business Days of the date of the B/S Notice, then the Electing Shareholder may within 20 Business Days after the expiration of such 40 Business Day period either withdraw its exercise of the Buy-Sell Right or give written notice of such failure to the Non-electing Shareholder (failing which, the exercise shall be deemed withdrawn) and, if the Non-electing Shareholder has not elected (1) or (2) within a further 10 Business Days after notice of its failure to provide a response to the Electing Shareholder, then the Non-electing Shareholder will be deemed to have selected option (1), which is to have the Electing Shareholder buy all of the Interests in the Company of the Non-electing Shareholder. Within 40 Business Days after the determination of whether the Electing Shareholder or the Non-electing Shareholder will buy under option (1) or (2), the Shareholders shall be obligated to complete such purchase and sale for the Price (subject to pro rata adjustment based on each Shareholder’s relative Interests on the date of the B/S Notice, with such adjusted Price being referred to herein as the “Closing Sum”). Within 3 Business Days after the determination of which Shareholder is the purchasing Shareholder, the purchasing Shareholder shall be obligated to deposit with Barclays Bank plc (or its successor) or such other financial escrow institution reasonably approved by the non-purchasing Shareholder as escrow agent (“Escrow Agent”), a cash deposit (“Deposit”) equal to two percent (2%) of the Closing Sum as security for its obligation to complete the purchase. During the pendency of proceedings under this Clause 14.1, no Shareholder shall make any transfer any of its Interests in the Company other than pursuant to the Buy-Sell Right that instituted such proceedings.

Buy-Sell Right. 14.1 (a) At any time after during the second anniversary of the date of Property CompletionBuy-Sell Period, either Shareholder GVI, on the one hand, or BMDC, on the other hand (the actual Shareholder Member giving such notice being herein called the “Electing ShareholderMember”), shall have the option (“Buy-Sell Right”) to cause to occur the buy-sell rights under this Clause 14.1 Article XI by giving written notice (“B/S Notice”) thereof to the other Shareholder Member (the Shareholder Member receiving such notice being herein called the “Non-electing ShareholderElecting Member”). 34 (b) No notice may be given by any Shareholder Member at any time that (a) further to Clause 11.1(e), the exercise thereof would constitute a default with respect to any third party indebtedness of the Company secured by a lien on the Project (unless the holder thereof has theretofore waived such default or the Electing Shareholder Member in its notice states such indebtedness will be paid in full and demonstrates it has the financial means to do so); ) or under any lease or other agreement to which the Company is a party or by which it or its assets are bound and which lease or other document was approved by the Members. (bc) a Sale Notice pursuant to Clause 17.1 or a Forced Sale Notice If the Buy-Sell Right is exercised, then the Electing Member, in respect its notice of the whole of the Property (but not less than the whole of the Property) pursuant to Clause 18.2 has already been issued until such time as the Sale Notice or Forced Sale Notice shall expire without the applicable sale having taken place. The B/S Notice exercise, shall set forth an all all-cash price which for the entire Project and other assets (except cash) of the Company (“Price”), taking into account (but not reduced by) all liens, debts and other then-existing liabilities as reflected on the most recent financial statements for the Company and taking into account Section 11.3(iii) below. The Non-Electing Member shall then decide whether (i) the Electing Shareholder is prepared to pay for all Member will buy the Interest of the Non-Electing Shareholder’s Interests (“Price”). The Shareholders agree to reasonably cooperate in making available information about the Group and/or the Property during the pendency of any proceedings under this Clause 14.1. AdditionallyMember, the B/S Notice shall also disclose all written offers, letters of intent, term sheets and other indications of interest in the Property or such Shareholder’s Shares that have been received by the Electing Shareholder within the period which is 12 months prior to the delivery of the B/S Notice. The Non-electing Shareholder shall then decide whether: (1) the Electing Shareholder will buy all of the Interests of the Non-electing Shareholder; or (2ii) the Non-electing Shareholder Electing Member will buy all of the Interests Interest of the Electing ShareholderMember in the Company. If the Non-electing Shareholder Electing Member does not give to the Electing Shareholder Member written notice of selecting option (1i) or (2ii) within 40 Business Days ninety (90) days after the Electing Member gives notice of exercising the date of the B/S NoticeBuy-Sell Right, then the Electing Shareholder Member may within 20 Business Days after the expiration of such 40 Business Day period either withdraw its exercise of the Buy-Sell Right or at any time thereafter give written notice of such failure (“Failure Notice”) to the Non-electing Shareholder (failing which, the exercise shall be deemed withdrawn) Electing Member and, if the Non-electing Shareholder Electing Member has not elected (1i) or (2ii) within a further 10 Business Days ten (10) days after notice delivery of its failure to provide a response to the Electing Shareholdersuch Failure Notice, then the Non-electing Shareholder Electing Member will be deemed to have selected option (1i), which is to have the Electing Shareholder buy all of the Interests . Within ninety (90) days (or eighty (80) days in the Company of the Non-electing Shareholder. Within 40 Business Days event a Failure Notice is delivered) after the determination of whether the Electing Shareholder Member or the Non-electing Shareholder Electing Member will buy under option (1i) or (2ii), the Shareholders Members shall be obligated to complete such purchase and sale for the Price sale. The price (subject to pro rata adjustment based on each Shareholder’s relative Interests on the date of the B/S Notice, with such adjusted Price being referred to herein as the “Closing Sum”). Within 3 Business Days after ) the determination of which Shareholder Electing Member under (i) or the Non-Electing Member under (ii) shall pay such non-purchasing Member is the purchasing Shareholder, the purchasing Shareholder shall be obligated to deposit with Barclays Bank plc (or its successor) or such other financial escrow institution reasonably approved by sum the non-purchasing Shareholder as escrow agent (“Escrow Agent”), a cash deposit (“Deposit”) equal to two percent (2%) Member would have received under this Agreement if the Project and other assets of the Closing Sum as security Company (except cash) had been sold for its obligation the Price; provided, however, that the expenses of sale shall be disregarded in computing the amount distributable pursuant to complete Article VI hereof. Subject to the purchasepreceding provisions of this Section 11.1, the Buy-Sell Right may be exercised at any time. During the pendency of proceedings under this Clause 14.1Article XI, no Shareholder Member shall make any transfer any Transfer of its Interests in the Company Interest other than pursuant to the Buy-Sell Right that instituted such proceedings.. 11.2

Buy-Sell Right. 14.1 (a) At any time after during the second anniversary of the date of Property CompletionBuy-Sell Period, either Shareholder the Xxxxx Member, on the one hand, or BMDC, on the other hand (the actual Shareholder Member giving such notice being herein called the “Electing ShareholderMember”), shall have the option (“Buy-Sell Right”) to cause to occur the buy-sell rights under this Clause 14.1 Article XI by giving written notice (“B/S Notice”) thereof to the other Shareholder Member (the Shareholder Member receiving such notice being herein called the “Non-electing ShareholderElecting Member”). (b) No notice may be given by any Shareholder Member at any time that (a) further to Clause 11.1(e), the exercise thereof would constitute a default with respect to any third party indebtedness of the Company secured by a lien on the Project (unless the holder thereof has theretofore waived such default or the Electing Shareholder Member in its notice states such indebtedness will be paid in full and demonstrates it has the financial means to do so); ) or under any lease or other agreement to which the Company is a party or by which it or its assets are bound and which lease or other document was approved by the Members. (bc) a Sale Notice pursuant to Clause 17.1 or a Forced Sale Notice If the Buy-Sell Right is exercised, then the Electing Member, in respect its notice of the whole of the Property (but not less than the whole of the Property) pursuant to Clause 18.2 has already been issued until such time as the Sale Notice or Forced Sale Notice shall expire without the applicable sale having taken place. The B/S Notice exercise, shall set forth an all all-cash price which for the entire Project and other assets (except cash) of the Company (“Price”), taking into account (but not reduced by) all liens, debts and other then-existing liabilities as reflected on the most recent financial statements for the Company and taking into account Section 11.3(iii) below. The Non-Electing Member shall then decide whether (i) the Electing Shareholder is prepared to pay for all Member will buy the Interest of the Non-Electing Shareholder’s Interests (“Price”). The Shareholders agree to reasonably cooperate in making available information about the Group and/or the Property during the pendency of any proceedings under this Clause 14.1. AdditionallyMember, the B/S Notice shall also disclose all written offers, letters of intent, term sheets and other indications of interest in the Property or such Shareholder’s Shares that have been received by the Electing Shareholder within the period which is 12 months prior to the delivery of the B/S Notice. The Non-electing Shareholder shall then decide whether: (1) the Electing Shareholder will buy all of the Interests of the Non-electing Shareholder; or (2ii) the Non-electing Shareholder Electing Member will buy all of the Interests Interest of the Electing ShareholderMember in the Company. If the Non-electing Shareholder Electing Member does not give to the Electing Shareholder Member written notice of selecting option (1i) or (2ii) within 40 Business Days ninety (90) days after the Electing Member gives notice of exercising the date of the B/S NoticeBuy-Sell Right, then the Electing Shareholder Member may within 20 Business Days after the expiration of such 40 Business Day period either withdraw its exercise of the Buy-Sell Right or at any time thereafter give written notice of such failure (“Failure Notice”) to the Non-electing Shareholder (failing which, the exercise shall be deemed withdrawn) Electing Member and, if the Non-electing Shareholder Electing Member has not elected (1i) or (2ii) within a further 10 Business Days ten (10) days after notice delivery of its failure to provide a response to the Electing Shareholdersuch Failure Notice, then the Non-electing Shareholder Electing Member will be deemed to have selected option (1i), which is to have the Electing Shareholder buy all of the Interests . Within ninety (90) days (or eighty (80) days in the Company of the Non-electing Shareholder. Within 40 Business Days event a Failure Notice is delivered) after the determination of whether the Electing Shareholder Member or the Non-electing Shareholder Electing Member will buy under option (1i) or (2ii), the Shareholders Members shall be obligated to complete such purchase and sale for the Price sale. The price (subject to pro rata adjustment based on each Shareholder’s relative Interests on the date of the B/S Notice, with such adjusted Price being referred to herein as the “Closing Sum”). Within 3 Business Days after ) the determination of which Shareholder Electing Member under (i) or the Non-Electing Member under (ii) shall pay such non-purchasing Member is the purchasing Shareholder, the purchasing Shareholder shall be obligated to deposit with Barclays Bank plc (or its successor) or such other financial escrow institution reasonably approved by sum the non-purchasing Shareholder as escrow agent (“Escrow Agent”), a cash deposit (“Deposit”) equal to two percent (2%) Member would have received under this Agreement if the Project and other assets of the Closing Sum as security Company (except cash) had been sold for its obligation the Price; provided, however, that the expenses of sale shall be disregarded in computing the amount distributable pursuant to complete Article VI hereof. Subject to the purchasepreceding provisions of this Section 11.1, the Buy-Sell Right may be exercised at any time. During the pendency of proceedings under this Clause 14.1Article XI, no Shareholder Member shall make any transfer any Transfer of its Interests in the Company Interest other than pursuant to the Buy-Sell Right that instituted such proceedings.. 40 11.2

Buy-Sell Right. 14.1 At any time after the second anniversary of the date of Property CompletionPut/Call Period, either Shareholder any Member (the actual Shareholder giving such notice being herein called the an “Electing ShareholderOffering Member”), provided that such Member is not in default, breach or violation hereunder, and it would not cause a default, breach or violation of any agreement or document affecting the Company, shall have the option right to serve a notice (a “Buy-Out Notice”) on another Member (the “Offeree Member”) setting forth the Offering Member’s desire to purchase the Percentage Interest of the Offeree Member. The Buy-Out Notice shall contain a stated amount (the “Buy-Sell RightPrice”) 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 willing to cause purchase from the Offeree Member its Company Interest, including its interest in any loans to occur the buyCompany as well as a closing date of not less than ninety (90) days but not to exceed one hundred twenty (120) days from the date of the Buy-sell rights Out Notice (and in such case, under this Clause 14.1 the circumstances described below, those terms and conditions shall also apply to the sale by giving 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-Out notice, the notice must be served upon all other Members simultaneously. Upon receipt of the Buy-Out Notice, the Offeree Members shall have thirty (30) days in which to give written notice (“B/S Election Notice”) thereof to the other Shareholder Offering Member electing either (i) to sell to the Shareholder receiving such notice being herein called the “Non-electing Shareholder”). No notice may be given by any Shareholder at any time that (a) further to Clause 11.1(e), the exercise thereof would constitute a default with respect to any third party indebtedness of the Company (unless the holder thereof has waived such default or the Electing Shareholder in its notice states such indebtedness will be paid in full and demonstrates it has the financial means to do so); or (b) a Sale Notice pursuant to Clause 17.1 or a Forced Sale Notice in respect of the whole of the Property (but not less than the whole of the Property) pursuant to Clause 18.2 has already been issued until such time as the Sale Notice or Forced Sale Notice shall expire without the applicable sale having taken place. The B/S Notice shall set forth an all cash price which the Electing Shareholder is prepared to pay for Offering Member all of the Non-Electing ShareholderOfferee Member’s Interests (“Price”). The Shareholders agree to reasonably cooperate in making available information about the Group and/or the Property during the pendency of any proceedings under this Clause 14.1. Additionallyright, the B/S Notice shall also disclose all written offers, letters of intent, term sheets title and other indications of interest in the Property or such Shareholder’s Shares that have been received by the Electing Shareholder within the period which is 12 months prior and to its Company Interest and in any loans to the delivery of Company for a cash purchase price equal to the B/S amount identified in the Buy-Out Notice and otherwise upon the terms set forth in the Buy-Out Notice. The Non-electing Shareholder shall then decide whether: , or (1ii) the Electing Shareholder will buy to purchase all of the Interests of the Non-electing Shareholder; or (2) the Non-electing Shareholder will buy all of the Interests of the Electing Shareholder. If the Non-electing Shareholder does not give Offering Member’s right, title, interest in and to its Company Interest and in any loans to the Electing Shareholder written notice of selecting option Company for a cash purchase price equal to the amount identified by the Buy-Out Notice and otherwise upon the terms set forth in the Buy-Out Notice. Failure to give the Election Notice within thirty (130) or (2) within 40 Business Days of days following the date of the B/S Notice, then the Electing Shareholder may within 20 Business Days after the expiration of such 40 Business Day period either withdraw its exercise receipt of the Buy-Sell Right or give written notice of such failure to the Non-electing Shareholder (failing which, the exercise Out Notice shall be deemed withdrawn) and, if an acceptance by the Non-electing Shareholder has not elected (1) or (2) within a further 10 Business Days after notice of its failure to provide a response to the Electing Shareholder, then the Non-electing Shareholder will be deemed to have selected option (1), which is to have the Electing Shareholder buy all Offeree Member of the Interests Offering Member’s offer to purchase the Offeree Member’s Company Interest for the amount identified in the Company Buy-Out Notice and the Offeree Member’s agreement that the closing of the Non-electing Shareholder. Within 40 Business Days after the determination of whether the Electing Shareholder or the Non-electing Shareholder will buy under option (1) or (2), the Shareholders shall be obligated to complete such purchase and sale for shall take place at the Price (subject to pro rata adjustment based on each Shareholder’s relative Interests principal offices of the Company on the closing date of the B/S Notice, with such adjusted Price being referred to herein as the “Closing Sum”). Within 3 Business Days after the determination of which Shareholder is the purchasing Shareholder, the purchasing Shareholder shall be obligated to deposit with Barclays Bank plc (or its successor) or such other financial escrow institution reasonably approved by the non-purchasing Shareholder as escrow agent (“Escrow Agent”), a cash deposit (“Deposit”) equal to two percent (2%) of the Closing Sum as security for its obligation to complete the purchase. During the pendency of proceedings under this Clause 14.1, no Shareholder shall make any transfer any of its Interests set forth in the Company other than pursuant to the Buy-Sell Right that instituted such proceedingsOut Notice. Either the Offering Member or the Offeree Member shall be entitled to 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 factor of 20%.