Common use of Consummation of Sale Clause in Contracts

Consummation of Sale. In the event that the Company and/or the ROFO Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Rightholders, and the Company and/or the ROFO Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice. Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f), the Offering Member shall deliver to the Company and/or the participating ROFO Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Applicable ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f11.2(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f11.2(f), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Rightholders, as the case may be, Applicable ROFR Rightholders shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f9.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f9.03(f), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Rightholders Applicable ROFR Rightholder shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO RightholdersApplicable ROFR Rightholder, and the Company and/or the ROFO RightholdersApplicable ROFR Rightholder, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f10.03(e), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f10.03(e), the Offering Member shall deliver to the Company and/or the participating ROFO Rightholders Applicable ROFR Rightholder certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Rightholders Applicable ROFR Rightholder by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO ROFR Rightholders, and the Company and/or the ROFO ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f10.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f10.03(f), the Offering Member shall deliver to the Company and/or the participating ROFO ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Rightholders Applicable ROFR Rightsholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO RightholdersApplicable ROFR Rightsholders, and the Company and/or the ROFO RightholdersApplicable ROFR Rightsholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO Rightholder ROFR Rightsholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f), 10.03(g) including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f10.03(g), the Offering Member shall deliver to the Company and/or the participating ROFO Rightholders Applicable ROFR Rightsholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Rightholders Applicable ROFR Rightsholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Applicable ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(fX.3(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(fX.3(f), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Applicable ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice. ), Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f11.03(e), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f11.03(e), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), ) accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO ROFR Rightholders, and the Company and/or the ROFO ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f)10.03(f) , including, without limitation, entering into agreements Agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f)10.03(f) , the Offering Member shall deliver to the Company and/or the participating ROFO ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Rightholders, as the case may be, Applicable ROFR Rightholders shall purchase such Offered Units, within sixty (60) 60 days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) 90 days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f9.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f9.03(f), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Applicable ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f11.2(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f11.2(f), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.

Consummation of Sale. In the event that the Company and/or the ROFO Applicable ROFR Rightholders shall have, in the aggregate, exercised their respective rights to purchase all and not less than all of the Offered Units, then the Offering Member shall sell such Offered Units to the Company and/or the ROFO Applicable ROFR Rightholders, and the Company and/or the ROFO Applicable ROFR Rightholders, as the case may be, shall purchase such Offered Units, within sixty (60) days following the expiration of the ROFO ROFR Rightholder Option Period (which period may be extended for a reasonable time not to exceed ninety (90) days to the extent reasonably necessary to obtain required approvals or consents from any Governmental Authority) on the terms set forth in the Offering Member Notice). Each Member shall take all actions as may be reasonably necessary to consummate the sale contemplated by this Section 10.3(f10.03(f), including, without limitation, entering into agreements and delivering certificates and instruments and consents as may be deemed necessary or appropriate. At the closing of any sale and purchase pursuant to this Section 10.3(f10.03(f), the Offering Member shall deliver to the Company and/or the participating ROFO Applicable ROFR Rightholders certificates (if any) representing the Offered Units to be sold, free and clear of any liens or encumbrances (other than those contained in this Agreement), accompanied by evidence of transfer and all necessary transfer taxes paid and stamps affixed, if necessary, against receipt of the purchase price therefor from the Company and/or such ROFO Applicable ROFR Rightholders by certified or official bank check or by wire transfer of immediately available funds.