Common use of Closing of Sale Clause in Contracts

Closing of Sale. (a) In the event that the Repurchase Right is exercised at the time of a Sale of the Company or other arms length third party transaction involving a valuation of the assets or securities of the Company and its Subsidiaries, for purposes of this Agreement, the “Fair Market Value” of each Executive Preferred Unit shall mean (i) the total consideration that would be received by a holder of such Executive Preferred Unit in such Sale of the Company or (ii) deemed price per Executive Preferred Unit based upon the valuation of the assets or securities of the Company and its Subsidiaries in any other arms length third party transaction. In any other cases, for purposes of this Agreement, “Fair Market Value” of any Executive Preferred Unit shall mean the total consideration that would be received by a holder of such Executive Preferred Unit (without any premium or discount attributable to control, minority interest or lack of liquidity for less than all Executive Preferred Units) upon the sale, as of the date of the Purchase Notice, of all the Company’s issued and outstanding Capital Securities in a single transaction or series of related transactions to a buyer willing to pay the highest purchase price that would be received in a sale conducted by a nationally recognized investment banking firm, which buyer is under no compulsion to buy and the holders of such equity securities are under no compulsion to sell, all parties having reasonable knowledge of all relevant facts, with no minority interest discount being applied and no other discount being applied for any other reason. The Fair Market Value of the Executive Preferred Units shall be that which is negotiated by the Company and the Seller. If the Company and the Seller fail to agree on the Fair market Value within thirty (30) days of the date of the Purchase Notice, then the Company and the Seller shall attempt to agree upon an appraiser to determine the Fair Market Value, which such appraiser shall make such determination within thirty (30) days of the date of such person’s engagement, and such determination shall govern. If the Company and the Seller do not, within such 10 day period, agree as to a single appraiser, or if the appraiser appointed as provided above fails to determine such Fair Market Value within thirty (30) days of the date of such person’s engagement, then each of the Company and the Seller, by notice to the other, shall appoint one appraiser. If either the Company or the Seller shall fail to appoint such an appraiser within ten (10) days after the lapse of such 10 or 30 day period, as applicable, then the appraiser appointed by the party that does so appoint an Appraiser shall make the determination of such Fair Market Value and such determination shall govern. If two appraisers are appointed and they agree upon such Fair Market Value, their joint determination shall govern. If said two appraisers fail to reach agreement within thirty (30) days after the appointment of the last appraiser to be appointed, the two appraisers selected shall promptly select a nationally recognized investment banking firm to the be the third appraiser. Such third appraiser shall, within fifteen (15) days following such appraiser’s appointment, select one of the two other appraisals as constituting Fair Market Value. All decisions of the appraiser(s) shall be rendered in writing and shall be signed by the appraiser(s). The Fair Market Value determined as herein provided shall be conclusive, final and binding on the parties and shall be enforceable in any court having jurisdiction over a proceeding brought to seek such enforcement. The cost of the Fair Market Value determination shall be borne by the Company.

Closing of Sale. (a) In the event that the Repurchase Right is exercised at the time of a Sale of the Company or other arms length third party transaction involving a valuation of the assets or securities of the Company and its Subsidiaries, for purposes of this Agreement, the “Fair Market Value” of each Executive Preferred Unit shall mean (i) the total consideration that would be received by a holder of such Executive Preferred Unit in such Sale of the Company or (ii) deemed price per Executive Preferred Unit based upon the valuation of the assets or securities of the Company and its Subsidiaries in any other arms length third party transaction. In any other cases, for purposes of this Agreement, “Fair Market Value” of any Executive Preferred Unit shall mean the total consideration that would be received by a holder of such Executive Preferred Unit (without any premium or discount attributable to control, minority interest or lack of liquidity for less than all Executive Preferred Units) upon the sale, as of the date of the Purchase Notice, of all the Company’s issued and outstanding Capital Securities in a single transaction or series of related transactions to a buyer willing to pay the highest purchase price that would be received in a sale conducted by a nationally recognized investment banking firm, which buyer is under no compulsion to buy and the holders of such equity securities are under no compulsion to sell, all parties having reasonable knowledge of all relevant facts, with no minority interest discount being applied and no other discount being applied for any other reason. The Fair Market Value of the Executive Preferred Units shall be that which is negotiated by the Company and the Seller. If the Company and the Seller fail to agree on the Fair market Value within thirty (30) days of the date of the Purchase Notice, then the Company and the Seller shall attempt to agree upon an appraiser to determine the Fair Market Value, which such appraiser shall make such determination within thirty (30) days of the date of such person’s engagement, and such determination shall govern. If the Company and the Seller do not, within such 10 day period, agree as to a single appraiser, or if the appraiser appointed as provided above fails to determine such Fair Market Value within thirty (30) days of the date of such person’s engagement, then each of the Company and the Seller, by notice to the other, shall appoint one appraiser. If either the Company or the Seller shall fail to appoint such an appraiser within ten (10) days after the lapse of such 10 or 30 day period, as applicable, then the appraiser appointed by the party that does so appoint an Appraiser shall make the determination of such Fair Market Value and such determination shall govern. If two appraisers are appointed and they agree upon such Fair Market Value, their joint determination shall govern. If said two appraisers fail to reach agreement within thirty (30) days after the appointment of the last appraiser to be appointed, the two appraisers selected shall promptly select a nationally recognized investment banking firm to the be the third appraiser. Such third appraiser shall, within fifteen (15) days following such appraiser’s appointment, select one of the two other appraisals as constituting Fair Market Value. All decisions of the appraiser(s) shall be rendered in writing and shall be signed by the appraiser(s). The Fair Market Value determined as herein provided shall be conclusive, final and binding on the parties and shall be enforceable in any court having jurisdiction over a proceeding brought to seek such enforcement. The cost of the Fair Market Value determination shall be borne by the Company.

Closing of Sale. Within seven (a) In the event that the Repurchase Right is exercised at the time of a Sale of the Company or other arms length third party transaction involving a valuation of the assets or securities of the Company and its Subsidiaries, for purposes of this Agreement, the “Fair Market Value” of each Executive Preferred Unit shall mean (i) the total consideration that would be received by a holder of such Executive Preferred Unit in such Sale of the Company or (ii) deemed price per Executive Preferred Unit based upon the valuation of the assets or securities of the Company and its Subsidiaries in any other arms length third party transaction. In any other cases, for purposes of this Agreement, “Fair Market Value” of any Executive Preferred Unit shall mean the total consideration that would be received by a holder of such Executive Preferred Unit (without any premium or discount attributable to control, minority interest or lack of liquidity for less than all Executive Preferred Units) upon the sale, as of the date of the Purchase Notice, of all the Company’s issued and outstanding Capital Securities in a single transaction or series of related transactions to a buyer willing to pay the highest purchase price that would be received in a sale conducted by a nationally recognized investment banking firm, which buyer is under no compulsion to buy and the holders of such equity securities are under no compulsion to sell, all parties having reasonable knowledge of all relevant facts, with no minority interest discount being applied and no other discount being applied for any other reason. The Fair Market Value of the Executive Preferred Units shall be that which is negotiated by the Company and the Seller. If the Company and the Seller fail to agree on the Fair market Value within thirty (30) days of the date of the Purchase Notice, then the Company and the Seller shall attempt to agree upon an appraiser to determine the Fair Market Value, which such appraiser shall make such determination within thirty (30) days of the date of such person’s engagement, and such determination shall govern. If the Company and the Seller do not, within such 10 day period, agree as to a single appraiser, or if the appraiser appointed as provided above fails to determine such Fair Market Value within thirty (30) days of the date of such person’s engagement, then each of the Company and the Seller, by notice to the other, shall appoint one appraiser. If either the Company or the Seller shall fail to appoint such an appraiser within ten (107) days after the lapse expiration of such 10 or 30 day periodBuyer’s waiver of the Due Diligence Period or as soon as possible thereafter to allow Buyer’s assumption of the Assumed Loan, as applicablethe sale shall be closed Ó 1997 Commercial Association of REALTORSÒ Portland/Vancouver (Rev. 9/97) PURCHASE AND SALE AGREEMENT AND RECEIPT OF EXXXXXX MONEY (WASHINGTON) in escrow at the Title Company (the “Closing Date”), then provided Seller shall have performed all of Seller’s obligations set forth in the appraiser appointed by the party that does so appoint an Appraiser shall make the determination of such Fair Market Value and such determination shall governAgreement up through Closing Date. If two appraisers are appointed Seller’s lender is not ready, willing and they agree upon such Fair Market Value, their joint determination shall govern. If said two appraisers fail able to reach agreement allow Buyer to assume Seller’s loan referenced in Section 1 above within thirty (30) days after the appointment expiration of or Buyer’s waiver of the last appraiser Due Diligence Period, Buyer shall have the right to terminate this transaction at any time thereafter by written notice to Seller in which event all Exxxxxx Money shall be appointedimmediately refunded to Buyer. The sale shall be "closed" when the document conveying title and the documents evidencing the loan assumption are recorded and funds are disbursed to Seller. At closing, Buyer and Seller shall deposit with the Title Company all documents and funds required to close the transaction in accordance with the terms of this Agreement. At closing, Seller shall deliver a certification in a form reasonably approved by Buyer that Seller is not a "foreign person" as such term is defined in the Internal Revenue Code and the Treasury Regulations promulgated under the Internal Revenue Code. If Seller is a foreign person and this transaction is not otherwise exempt from FIRPTA regulations, the two appraisers selected Title Company shall promptly select a nationally recognized investment banking firm be instructed by the parties to withhold and pay the amount required by law to the be Internal Revenue Service. At closing, Seller shall convey fee simple title to the third appraiserProperty to Buyer by statutory warranty deed subject only to the Permitted Exceptions (the "Deed"). Such third appraiser shallAt closing, within fifteen (15) days following such appraiser’s appointmentBuyer and Seller shall each also execute and deliver an Assignment and Assumption of Leases, select one and an Assignment and Assumption of Contracts related to the Property for those contracts that Buyer chooses to assume. Seller shall also deliver to Buyer a Bxxx of Sale conveying to Seller all Personal Property and warranties related to the use and operation of the two other appraisals as constituting Fair Market ValueProperty free and clear of all liens, claims, and encumbrances. All decisions The form of each of these Assignment and Assumption agreements and the Bxxx of Sale reasonably drafted and consistent with this Agreement shall be agreed upon by Buyer and Seller during the Due Diligence Period. At closing, Seller shall pay for and deliver to Buyer a standard form owner's policy of title insurance in the amount of the appraiser(s) purchase price insuring fee simple title to the Property in Buyer subject only to the Permitted Exceptions and the standard preprinted exceptions in a standard form policy. Buyer may obtain an extended ALTA owner’s policy, with such endorsements as Buyer may require at Buyer’s cost, plus payment by Buyer of any survey or other associated cost, and Seller shall execute an owners title affidavit reasonably satisfactory to Seller to facilitate the issuance thereof. In such event, the preprinted standard exceptions for a standard owner’s policy shall be rendered in writing and shall be signed by the appraiser(sremoved from such title policy. Ó 1997 Commercial Association of REALTORSÒ Portland/Vancouver (Rev. 9/97) PURCHASE AND SALE AGREEMENT AND RECEIPT OF EXXXXXX MONEY (WASHINGTON). The Fair Market Value determined as herein provided shall be conclusive, final and binding on the parties and shall be enforceable in any court having jurisdiction over a proceeding brought to seek such enforcement. The cost of the Fair Market Value determination shall be borne by the Company.

Closing of Sale. Within sixty (a) In the event that the Repurchase Right is exercised at the time of a Sale of the Company or other arms length third party transaction involving a valuation of the assets or securities of the Company and its Subsidiaries, for purposes of this Agreement, the “Fair Market Value” of each Executive Preferred Unit shall mean (i) the total consideration that would be received by a holder of such Executive Preferred Unit in such Sale of the Company or (ii) deemed price per Executive Preferred Unit based upon the valuation of the assets or securities of the Company and its Subsidiaries in any other arms length third party transaction. In any other cases, for purposes of this Agreement, “Fair Market Value” of any Executive Preferred Unit shall mean the total consideration that would be received by a holder of such Executive Preferred Unit (without any premium or discount attributable to control, minority interest or lack of liquidity for less than all Executive Preferred Units) upon the sale, as of the date of the Purchase Notice, of all the Company’s issued and outstanding Capital Securities in a single transaction or series of related transactions to a buyer willing to pay the highest purchase price that would be received in a sale conducted by a nationally recognized investment banking firm, which buyer is under no compulsion to buy and the holders of such equity securities are under no compulsion to sell, all parties having reasonable knowledge of all relevant facts, with no minority interest discount being applied and no other discount being applied for any other reason. The Fair Market Value of the Executive Preferred Units shall be that which is negotiated by the Company and the Seller. If the Company and the Seller fail to agree on the Fair market Value within thirty (30) days of the date of the Purchase Notice, then the Company and the Seller shall attempt to agree upon an appraiser to determine the Fair Market Value, which such appraiser shall make such determination within thirty (30) days of the date of such person’s engagement, and such determination shall govern. If the Company and the Seller do not, within such 10 day period, agree as to a single appraiser, or if the appraiser appointed as provided above fails to determine such Fair Market Value within thirty (30) days of the date of such person’s engagement, then each of the Company and the Seller, by notice to the other, shall appoint one appraiser. If either the Company or the Seller shall fail to appoint such an appraiser within ten (1060) days after the lapse receipt by Seller of such 10 or 30 day periodBuyer’s Notice of Intent to Close, as applicable, then Seller shall give written notice to Buyer of Seller’s intent to close this transaction (the appraiser appointed by the party that does so appoint an Appraiser shall make the determination of such Fair Market Value “Seller’s Closing Notice”) and such determination shall govern. If two appraisers are appointed and they agree upon such Fair Market Value, their joint determination shall govern. If said two appraisers fail to reach agreement within thirty designating a date not more than fourteen (3014) days after the appointment date of Seller’s Closing Notice (or as soon as possible thereafter to allow Buyer’s assumption of Seller’s loan) that the sale shall be closed in escrow at the Title Company (the “Closing Date”), provided Seller shall have performed all of Seller’s obligations set forth in this Agreement up through Closing Date. If Seller does not give Seller’s Closing Notice within the above sixty-day period, this transaction shall automatically terminate, all Xxxxxxx Money shall be immediately refunded to Buyer, and Seller shall reimburse Buyer on demand for all of Buyer’s out-of-pocket due diligence costs paid to third parties in an amount not to exceed TWENTY THOUSAND AND NO/100 DOLLARS ($20,000.00). Copies of the last appraiser paid invoices evidencing such out-of-pocket costs shall also be delivered to Seller. The sale shall be appointed"closed" when the document conveying title and the documents evidencing the loan assumption are recorded and funds are disbursed to Seller. At closing, Buyer and Seller shall deposit with the Title Company all documents and funds required to close the transaction in accordance with the terms of this Agreement. At closing, Seller shall deliver a certification in a form reasonably approved by Buyer that Seller is not a "foreign person" as such term is defined in the Internal Revenue Code and the Treasury Regulations promulgated under the Internal Revenue Code. If Seller is a foreign person and this transaction is not otherwise exempt from FIRPTA regulations, the two appraisers selected Title Company shall promptly select a nationally recognized investment banking firm be instructed by the parties to withhold and pay the amount required by law to the be Internal Revenue Service. At closing, Seller shall convey fee simple title to the third appraiserProperty to Buyer by statutory special warranty deed subject only to the Permitted Exceptions (the "Deed"). Such third appraiser shallAt closing, within fifteen (15) days following such appraiser’s appointmentBuyer and Seller shall each also execute and deliver an Assignment and Assumption of Leases, select one and an Assignment and Assumption of Contracts related to the Property for those contracts that Buyer chooses to assume, provided the same are assumable. Seller shall also deliver to Buyer a Xxxx of Sale conveying to Seller all Personal Property and warranties, if any, related to the use and operation of the two other appraisals as constituting Fair Market ValueProperty free and clear of all liens, claims, and encumbrances. All decisions The form of each of these Assignment and Assumption agreements and the Xxxx of Sale reasonably drafted and consistent with this Agreement shall be agreed upon in good faith by Buyer and Seller during the Due Diligence Period. At closing, Seller shall pay for and deliver to Buyer a standard form owner's policy of title insurance in the amount of the appraiser(spurchase price insuring fee simple title to the Property in Buyer subject only to the Permitted Exceptions and the standard preprinted exceptions in a standard Ó 1997 Commercial Association of REALTORSÒ Portland/Vancouver (Rev. 9/97) PURCHASE AND SALE AGREEMENT AND RECEIPT OF XXXXXXX MONEY (WASHINGTON) form policy. Buyer may obtain an extended ALTA owner’s policy, with such endorsements as Buyer may require at Buyer’s cost, and Seller shall execute an owners title affidavit in commercially reasonable form to facilitate the issuance thereof. In such event, the preprinted standard exceptions shall be rendered in writing and shall be signed by the appraiser(s). The Fair Market Value determined as herein provided shall be conclusive, final and binding on the parties and shall be enforceable in any court having jurisdiction over a proceeding brought to seek removed from such enforcement. The cost of the Fair Market Value determination shall be borne by the Companytitle policy.