Common use of Listing Procedures Clause in Contracts

Listing Procedures. If Receiving Member in response to a Buy/Sell Notice elects to implement the listing procedures described in this Section 10.5, then promptly after the Receiving Member delivers its Election Notice (and in any event within 10 days thereafter), the Receiving Member shall provide the other Member with the names of three (3) real estate brokers that the Receiving Member would like to engage for the purpose of listing the Project for sale and the other Member shall, within seven (7) days of receiving the proposed real estate brokers, select one of the three (3) brokers to act as the listing agent for the Project. Thereafter, the Members and the listing agent shall cooperate diligently and in good faith to effectively market the Project for sale for an aggregate purchase price no less than 103% of the Specified Valuation Amount set forth in the Buy/Sell Notice that led to the implementation of these listing procedures and otherwise on customary and reasonable terms for property sales similar to a sale of the Project (such terms to include, without limitation, customary representations and warranties, a customary survival period for representation and warranties, customary liability limits for breaches of representations and warranties, customary proration provisions and customary cost allocations) (collectively, the “Acceptable Terms”). If, in the course of marketing the Project, the Company receives multiple purchase offers, then, except as set forth below and, otherwise, absent clear differences in the ability of the purchaser to close or in the potential post-closing liability of the Company as seller, the Company shall accept the offer that would result in the highest cash purchase price to the Company and shall thereafter diligently proceed to a closing of the sale of the Project. Subject to the requirement to maximize the aggregate cash purchase price to the Company in accordance with the preceding terms of this Section 10.5, the Company shall not reject (and the Members are hereby conclusively deemed to have approved) any offer to purchase the Project for 103% of the Specified Valuation Amount if such offer is otherwise on Acceptable Terms. If the Company, despite its good faith efforts, is unable, during the six (6) months following the Election Notice that triggered these listing procedures (the “Listing Period”), to enter into a purchase and sale agreement on Acceptable Terms providing for the sale of the Project for a purchase price of at least 103% of the Specified Valuation Amount, then the Members may attempt to agree upon a reduced Specified Valuation Amount for purposes of these listing procedures, or, alternatively, any Member may re-initiate the buy/sell procedures described in Section 10.4. Under no circumstance shall a Member, or their respective Affiliates, be permitted to purchase the Project pursuant to this Section 10.5 without the prior written consent of the other Member.

Listing Procedures. If Receiving Member in response 2.01 The Listing Broker must secure a satisfactory Listing signed by the owner/owners or any person lawfully entitled to a Buylist the property for sale or by his/Sell Notice elects to implement her/their lawfully authorized representatives. 2.02 Without limiting the listing procedures described in this Section 10.5, then promptly after the Receiving Member delivers its Election Notice (and in any event within 10 days thereafter), the Receiving Member shall provide generality of the other provisions contained in these MLS rules and regulations, a Listing shall not be accepted by the Board as an MLS Listing if: (a) it excludes any Member with from showing the names of three property; (3b) real estate brokers that the Receiving it excludes any Member would like to engage for the purpose of listing the Project for sale and the other Member shall, within seven from acting as Co-operating Brokers; (7c) days of receiving the proposed real estate brokers, select one of the three (3) brokers to act as the listing agent for the Project. Thereafter, the Members and the listing agent shall cooperate diligently and in good faith to effectively market the Project for sale for an aggregate purchase price no less than 103% of the Specified Valuation Amount set forth in the Buy/Sell Notice that led it does not provide compensation to the implementation of these listing procedures and otherwise on customary and reasonable terms Co-operating Broker for property sales similar to a sale of the Project listed property; (d) all mandatory data input fields have not been completed. (e) if the Listing is for a period of less than sixty (60) days from the commencement date. 2.03 Provided that the Listing meets all other requirements to be accepted as an MLS Listing, a Listing shall be accepted by the Board as an MLS Listing even if it provides that no commission is payable if the property is acquired by a named Buyer. However, such terms exception must be noted in the remarks section of the MLS Listing and must include a time limit for such exception. 2.04 If an MLS Listing has limiting or unusual conditions, as set out in a Schedule attached to includethe Listing Agreement, such conditions must be included in the remarks section of the MLS Listing. 2.05 Only the Board and XXXX'x form of listing agreement, amendment or extension thereof, shall be used for MLS Listings to be serviced through the Board's MLS. Such MLS Listing must give all necessary data and as full and accurate a description of the property as possible, with any additional information on the property to be forwarded as soon as procurable. The date of the Listing Agreement and also the date of expiry of the Listing Agreement are to be shown on the Listing Agreement. 2.06 If the Listing Agreement or any subsequent amendment(s) to the Listing Agreement includes any modification to the Board's form of listing agreement, this shall be considered to be a special agreement and the Listing Broker shall indicate its existence in the remarks section of the MLS Listing or on the amendment form submitted to the Board. 2.07 Since there are areas within the Board's form of MLS Data Input Sheet where the Listing Broker may insert contact information, including but not limited to, an area of the form where the Listing Broker may insert virtual tour information and electronic links, including urls (if any), and since the Member's contact information, including the virtual tour and other electronic links (if any), does appear on any public website, as part of the information regarding a listing, albeit separate from the remarks, only comments which provide pertinent information concerning the property, the showing of the property, the remuneration, the transaction or other factors impacting Co-operating Brokers shall be permitted in the remarks section of any MLS Listing. 2.08 a) Only photographs of a property, without limitation, customary representations and warranties, a customary survival period for representation and warranties, customary liability limits for breaches of representations and warranties, customary proration provisions and customary cost allocations) (collectively, the “Acceptable Terms”). If, in the course of marketing the Project, the Company receives multiple purchase offers, then, except as set forth below and, otherwise, absent clear differences in the ability of the purchaser to close wording or in the potential post-closing liability of the Company as seller, the Company shall accept the offer that would result in the highest cash purchase price other embellishments not related to the Company and property, shall thereafter diligently proceed be accepted for an MLS Listing to a closing of be serviced through the sale of the Project. Subject to the requirement to maximize the aggregate cash purchase price to the Company in accordance with the preceding terms of this Section 10.5, the Company shall not reject (and the Members are hereby conclusively deemed to have approved) any offer to purchase the Project for 103% of the Specified Valuation Amount if such offer is otherwise on Acceptable Terms. If the Company, despite its good faith efforts, is unable, during the six (6) months following the Election Notice that triggered these listing procedures (the “Listing Period”), to enter into a purchase and sale agreement on Acceptable Terms providing for the sale of the Project for a purchase price of at least 103% of the Specified Valuation Amount, then the Members may attempt to agree upon a reduced Specified Valuation Amount for purposes of these listing procedures, or, alternatively, any Member may re-initiate the buy/sell procedures described in Section 10.4. Under no circumstance shall a Member, or their respective Affiliates, be permitted to purchase the Project pursuant to this Section 10.5 without the prior written consent of the other MemberBoard's MLS.