Common use of Closing of Purchase and Sale Clause in Contracts

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX shall be held at the principal place of business of the Company in California on a business day designated by the purchasing Member within sixty (60) days following the earlier of (a) the effective date upon which the Notified Member has delivered the Purchase Notice pursuant to Section 9.03, or (b) the expiration of the thirty (30)-day option period set forth in Section 9.03. The selling Member shall transfer to the buying Member (or such buying Member’s nominee) the entire Interest of the selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the buying Member (or such buying Member’s nominee) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee) shall reasonably request. The Purchase Price for the selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, cash or one (1) or more certified or bank cashier’s checks made payable to the order of the selling Member in an amount equal to the Purchase Price. If the Interest of any Member is purchased pursuant to this Article IX, then, effective as of the closing for such purchase, the selling Member shall withdraw as a member of the Company. In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as a substituted member of the Company.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX VIII shall be held at the principal place of business office of the Company in California on a business day designated by the purchasing Member within sixty thirty (6030) days following the earlier of (ai) the effective date upon which the Notified Non-Electing Member has delivered the Purchase Notice pursuant to Section 9.038.03, or (bii) the expiration of the thirty (30)-day 30)­day option period set forth in Section 9.038.03. The selling Member shall transfer to the buying Member (or such buying Member’s nominee) the entire Interest of the selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the buying Member (or such buying Member’s nominee) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee) shall reasonably request. The Subject to any adjustment pursuant to Section 8.07 for any Non-Contribution Loans, the Purchase Price for the selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, cash or one (1) or more of a certified or bank cashier’s checks made payable to the order check or a confirmed wire transfer of the selling Member readily available funds in an amount equal to the Purchase Price, less the amount of the Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the selling Member at the Closing). If the Interest of any Member is purchased pursuant to this Article IXVIII, then, effective as of the closing for such purchase, the selling Member shall withdraw as a member of the Company. In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as a substituted member of the Company.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX VIII shall be held at the principal place of business office of the Company in California on a business day Business Day designated by the purchasing buying Member within sixty (60) days following the earlier of (ai) the effective date upon which the Notified Non-Electing Member has delivered the Purchase Notice pursuant to Section 9.038.03, or (bii) the expiration of the thirty (30)-day option period set forth in Section 9.038.03. The selling Member shall transfer to the buying Member (or such the buying Member’s nominee's nominee(s)) the entire Interest of the selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the buying Member (or such the buying Member’s nominee's nominee(s)) such 1101801.21/OC 54430-10898/2568195.16 40 instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such the buying Member’s nominee's nominee(s)) shall reasonably request. The Purchase Price for the selling Member’s 's Interest shall be paid by the buying Member by delivering, delivering at the closing, cash closing of a confirmed wire transfer of readily available funds or one (1) or more certified or bank cashier’s 's checks made payable to the order of the selling Member in an amount equal to the Purchase Price. If , less the Interest amount of any the Deposit paid by the buying Member is purchased pursuant to this Article IX, then, effective Section 8.04 above (which shall be released to the selling Member at the closing). Effective as of the closing for such purchasethe purchase of the selling Member's Interest, the selling Member shall withdraw as a member of the Company. In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as a substituted member of the Company. Notwithstanding the foregoing, any indemnity of the selling Member and its Affiliates provided for under this Agreement including, without limitation, under Section 10.02(b) shall survive the sale of the Interest of the selling Member and its withdrawal as a member of the Company.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX VIII shall be held at the principal place of business office of the Company in California on a business day Business Day designated by the purchasing buying Member within sixty ninety (6090) days following the earlier of (ai) the effective date upon which the Notified Non-Electing Member has delivered the Buy/Sell Purchase Notice pursuant to Section 9.038.03, or (bii) the expiration of the thirty sixty (30)-day 60)-day option period set forth in Section 9.038.03. The selling Each Selling Member shall transfer to the buying Member (or such buying Member’s nomineenominee(s)) the entire Interest of the selling such Selling Member free and clear of all liens, security interests, interests and competing claims and shall deliver to the buying Member (or such buying Member’s nomineenominee(s)) such instruments of transfer and such evidence of due authorization, execution, execution and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nomineenominee(s)) shall reasonably request. The Buy/Sell Purchase Price for the selling each Selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, cash or one (1) or more certified or bank cashier’s checks made payable to the order a confirmed wire transfer of the selling Member readily available federal funds in an aggregate amount equal to the Buy/Sell Purchase Price. If Price for such Selling Member’s Interest, less the Interest amount of any the Buy/Sell Deposit paid by the buying Member is purchased pursuant to Section 8.04 above (which shall be released to the Selling Members at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article IX, then, effective VIII. Effective as of the closing for such purchasethe purchase of the Selling Members’ Interests, the selling Member Selling Members shall withdraw as a member members of the Company. In connection with any such withdrawal, If a Selling Member defaults in its obligation to sell and transfer its Interests to the buying Member may cause any nominee designated as required in this Section, then the sole buying Member (in addition to all rights and absolute discretion remedies afforded by law or equity) shall be entitled to the remedy of such Member to be admitted as a substituted member of the Companyspecific performance.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX VIII shall be held at the principal place of business office of the Company in California on a business day Business Day designated by the purchasing buying Member within sixty (60) days following the earlier of (ai) the effective date upon which the Notified Non-Electing Member has delivered the Purchase Notice pursuant to Section 9.038.03, or (bii) the expiration of the thirty (30)-day option period set forth in Section 9.038.03. The selling Member shall transfer to the buying Member (or such the buying Member’s nominee's nominee(s)) the entire Interest of the selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the buying Member (or such the buying Member’s nominee's nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such the buying Member’s nominee's nominee(s)) shall reasonably request. The Purchase Price for the selling Member’s 's Interest shall be paid by the buying Member by delivering, delivering at the closing, cash closing of a confirmed wire transfer of readily available funds or one (1) or more certified or bank cashier’s 's checks made payable to the order of the selling Member in an amount equal to the Purchase Price. If , less the Interest amount of any the Deposit paid by the buying Member is purchased pursuant to this Article IX, then, effective Section 8.04 above (which shall be released to the selling Member at the closing). Effective as of the closing for such purchasethe purchase of the selling Member's Interest, the selling Member shall withdraw as a member of the Company. In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as a substituted member of the Company. Notwithstanding the foregoing, any indemnity of the selling Member and its Affiliates provided for under this Agreement including, without limitation, under Section 10.02(b) shall survive the sale of the Interest of the selling Member and its withdrawal as a member of the Company.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article IX VIII shall be held at the principal place of business office of the Company in California on a business day Business Day designated by the purchasing buying Member within sixty (60) days following the earlier of (ai) the effective date upon which the Notified Non-Electing Member has delivered the Purchase Notice pursuant to Section 9.038.03, or (bii) the expiration of the thirty (30)-day option period set forth in Section 9.038.03. The selling Member shall transfer to the buying Member (or such the buying Member’s nominee's nominee(s)) the entire Interest of the selling Member free and clear of all liens, security interests, and competing claims and shall deliver to the buying Member (or such the buying Member’s nominee's nominee(s)) such instruments of transfer and such evidence of due authorization, execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such the buying Member’s nominee's nominee(s)) shall reasonably request. The Purchase Price for the selling Member’s 's Interest shall be paid by the buying Member by delivering, delivering at the closing, cash closing of a confirmed wire transfer of readily available funds or one (1) or more certified or bank cashier’s 's checks made payable to the order of the selling Member in an amount equal to the Purchase Price. If , less the Interest amount of any the Deposit paid by the buying Member is purchased pursuant to this Article IX, then, effective Section 8.04 above (which shall be released to the selling Member at the closing). Effective as of the closing for such purchasethe purchase of the selling Member's Interest, the selling Member shall withdraw as a member of the Company. In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as a substituted member of the Company.. Notwithstanding the foregoing, any indemnity of the selling Member and its Affiliates provided