Default by Purchasing Member Sample Clauses
Default by Purchasing Member. In the event that the purchasing Member shall default in its obligation to consummate the purchase contemplated by Section 11.1 or Section 12.2(c)(ii) and such failure continues for more than five business days following written notice thereof, then the non-purchasing Member shall, at its option, have the right to (i) (x) in the case of a Buy-Sell pursuant to Section 11.1, become the purchasing Member on the same terms and provisions as were applicable to the purchase that the Defaulting Member failed to close with a ten percent (10.0%) discount on the amount payable or (y) in the case of an election pursuant to Section 11.2(c)(ii), elect to acquire the Defaulting Member’s Interest for an amount equal to ninety percent (90.0%) of the Defaulting Member’s Forced Sale Value (taking into account the adjustments set forth in the first partial sentence of Section 11.3(i)); or (ii) abandon the purchase and sale contemplated by this Article XI and carry forward as if the Buy-Sell Right or Forced Sale Right had not been exercised; or (iii) if it had not been the Electing Member with respect to the Buy-Sell Right or Forced Sale Right that the purchasing Member failed to consummate, then institute the Buy-Sell Right or Forced Sale Right itself; or (iv) pursue any other right or remedy at law or in equity (it being agreed the non-purchasing Member shall have the right to compel specific performance) against the purchasing Member. If the non-purchasing Member shall not have used one or more of the options described in the preceding clauses (i) through (iv) of this Section 11.4 within six (6) months after the default by the purchasing Member, then the non-purchasing Member shall be deemed to have elected option (ii); provided, however, that either Member shall thereafter be entitled to exercise a new Buy-Sell Right or Forced Sale Right, subject to the provisions of Section 11.1 or 11.2, as applicable. Except as provided in the preceding two sentences, the rights and remedies provided herein are cumulative, and the use of any one right or remedy by a Member shall not preclude or waive its right to use any or all of the other rights or remedies available to it.
Default by Purchasing Member. In the event that the purchasing Member shall default in its obligation to consummate the purchase contemplated by Section 11.1 or Section 12.2(c)(ii) and such failure continues for more than five business days following written notice thereof, then the non-purchasing Member shall, at its option, have the right to (i)
Default by Purchasing Member. If the purchasing Member defaults in any of its material closing obligations, then the selling Member will have the option to purchase the purchasing Member’s entire Membership Interest at a price for each percentage point of Membership Interest of the purchasing Member that is 75% of the purchase price for each percentage point of Membership Interest that would have been payable on the original closing. The option is to be exercised by notice to the purchasing Member not later than 60 days after the original Non-Default Buy-Sell Closing Date. The Closing will occur at a date and time reasonably designated in the notice, which date will not be later than 90 days after the notice and otherwise in accordance with Article 10 (Buy-Sell Upon Default). If the selling Member exercises its option provided in this Section 9.3, then the selling Member will suffer damages as a consequence of such default; therefore, if a purchase is subject to this Section, the difference between the Purchase Price and the Fair Market Value will be regarded for all purposes as liquidated damages and not as a penalty.
Default by Purchasing Member. If the purchasing Member defaults in any of its material closing obligations, then the selling Member will have the option to purchase all of the purchasing Member’s Vested Units at a price which is 75% of the purchase price for such Vested Units that would have been payable on the original closing. The option is to be exercised by notice to the purchasing Member not later than 60 calendar days after the original Buy-Sell Closing Date. The closing of the foregoing purchase will occur at a date and time reasonably designated in the notice, which date will not be later than 90 calendar days after the notice and otherwise in accordance with this Section 4.7. If the selling Member exercises its option provided in this Section 4.7(f), then the selling Member will have suffered damages as a consequence of such default; and the difference between the purchase price under this Section 4.7(f) and the purchase price that would have been payable on the original closing will be regarded for all purposes as liquidated damages and not as a penalty.