Common use of Buy-Sell Clause in Contracts

Buy-Sell. (i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2013. At any time after December 31, 2012, a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member (the "Buy/Sell Respondent"), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL and JG or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.

Buy-Sell. (i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 20132008. At any time after December 31, 20122007, a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member Members that are not Affiliates of the Buy/Sell Initiator (the "Buy/Sell Respondent"; for the purposes of this Section 16.05(b), if CBL Member is the Buy/Sell Initiator, references to the Buy/Sell Respondent will be deemed to refer to the JG Members collectively), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and JGthe JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and JGthe JG Members, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.

Buy-Sell. (i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2013. At any time after December 31, 2012, a Member (the "“Buy/Sell Initiator"”) may give written notice (the "“Buy/Sell Offer Notice"”) to the other Member (the "“Buy/Sell Respondent"”), setting forth the Buy/Sell Initiator's ’s intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL and JG or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.

Buy-Sell. (ia) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 201320[ ]. At any time after December 31, 201220[ ], a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member (the "Buy/Sell Respondent"), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL Member and the JG Members, or Affiliates of each of CBL Member and JGthe JG Members, are also members or other equity holders in the Outparcel Venture or any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL Member and JGthe JG Members, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.