Common use of Exercise Terms Clause in Contracts

Exercise Terms. The Buyout Notice shall specify the date on which the Transfer pursuant to an exercise of the Buyout Option shall be consummated, which date shall be no earlier than 30 days nor later than 90 days from the date of the Buyout Notice, unless otherwise agreed by the Remaining Member and the Departing Member. Except as may be otherwise agreed by the Remaining Member and the Departing Member, the Remaining Member shall pay at least 20% of the purchase price for the Departing Member’s LLC Interest in cash, with the balance of the purchase price payable pursuant to a promissory note bearing interest at 110% of the then current applicable federal rate for mid-term obligations (as determined pursuant to Section 7872 of the Code). Such note shall be payable in equal installments of principal and interest over a period not to exceed five years. Any such promissory note may be prepaid at any time without premium or penalty. The Departing Member’s LLC Interest shall be transferred free and clear of all liens and encumbrances and, except as otherwise provided, the Departing Member shall be released at the closing from any guarantees, obligations, liabilities or similar undertakings to third parties given by such Member on behalf of the LLC.

Exercise Terms. The Buyout Notice shall specify the date on which the Transfer pursuant to an exercise of the Buyout Option shall be consummated, which date shall be no earlier than 30 days nor later than 90 days from the date of the Buyout Notice, unless otherwise agreed by the Remaining Member and the Departing Member. Except as may be otherwise agreed by the Remaining Member and the Departing Member, the Remaining Member shall pay at least 20% of the purchase price for the Departing Member’s 's LLC Interest in cash, with the balance of the purchase price payable pursuant to a promissory note bearing interest at 110% of the then current applicable federal rate for mid-term obligations (as determined pursuant to Section 7872 of the Code). Such note shall be payable in equal installments of principal and interest over a period not to exceed five years. Any such promissory note may be prepaid at any time without premium or penalty. The Departing Member’s 's LLC Interest shall be transferred free and clear of all liens and encumbrances and, except as otherwise provided, the Departing Member shall be released at the closing from any guarantees, obligations, liabilities or similar undertakings to third parties given by such Member on behalf of the LLC.