Common use of Mechanics of Sale Clause in Contracts

Mechanics of Sale. (a) The closing of any purchase and sale of Units pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice) shall take place not later than the [***] Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder shall pay for the Units being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling Unitholder. The selling Unitholder shall execute all documents necessary to effect the conveyance of its Units, free and clear of all Liens, to the purchasing Unitholder. In addition, the Unitholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each Unitholder, indemnifying and holding harmless the selling Unitholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder or any of its Affiliates. The Unitholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees assigned to the Company by the Selling Unitholder. (b) If a Unitholder elects to acquire all of the Units of the other Unitholder pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice), such Unitholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Unitholder has the right to purchase the Units of any other Unitholder, such Unitholder shall have the right to assign such right to purchase to any other Person.

Appears in 2 contracts

Samples: Operating Agreement (Sandisk Corp), Operating Agreement (Sandisk Corp)

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Mechanics of Sale. (a) The closing of any purchase and sale of Units Shares pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice) shall take place not later than the [***] thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder Shareholder shall pay for the Units Shares being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling UnitholderShareholder. The selling Unitholder Shareholder shall execute all documents necessary to effect the conveyance of its UnitsShares, free and clear of all Liens, to the purchasing UnitholderShareholder. In addition, the Unitholders Shareholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each UnitholderShareholder, indemnifying and holding harmless the selling Unitholder Shareholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder Shareholder or any of its Affiliates. The Unitholders Shareholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees members of the SanDisk Team assigned to the Company by the Selling UnitholderShareholder. (b) If a Unitholder Shareholder elects to acquire all of the Units Shares of the other Unitholder Shareholder pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice), such Unitholder Shareholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Unitholder Shareholder has the right to purchase the Units Shares of any other UnitholderShareholder, such Unitholder Shareholder shall have the right to assign such right to purchase to any other Person. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions.

Appears in 1 contract

Samples: Operating Agreement (Sandisk Corp)

Mechanics of Sale. (a) The closing of any purchase and sale of Units a Membership Interest pursuant to Section 10.3 10.04(e) (Dispute Resolution; DeadlockDeadlock Respecting Business Plan), 10.4 10.05 (a) (Remedies Upon Event of Default; Termination on Breach), 11.4 11.04 (Dissolution by Unilateral Option) or 11.5 11.05 (Dissolution Upon Notice) shall take place not later than the [***] thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder Member shall pay for the Units Membership Interest being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling UnitholderMember. The selling Unitholder Member shall execute all documents necessary to effect the conveyance of its Unitssuch interest in the Company, free and clear of all Liens, to the purchasing UnitholderMember. In addition, the Unitholders Members shall enter into an indemnity and release agreement, agreement in a form reasonably satisfactory to each Unitholder, Member indemnifying and holding harmless the selling Unitholder Member and its Parent and Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder Member, its Parent or any of its Affiliates. The Unitholders Members shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees assigned to the Company by the Selling UnitholderSeconded Employees. (b) If a Unitholder Member elects to acquire all of the Units interest of the other Unitholder Member in the Company pursuant to Section 10.3 10.04(e) (Dispute Resolution; Deadlock), 10.4 10.05(a) (Remedies Upon Event of Default; Termination on Breach), 11.4 11.04 (Dissolution by Unilateral Option) or 11.5 11.05 (Dissolution Upon Notice), such Unitholder Member shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 10.07(a) (Mechanics of Sale). If any Unitholder a Member has the right to purchase the Units Membership Interest of any the other UnitholderMember, such Unitholder Member shall have the right to assign such the right to purchase to any other Person.

Appears in 1 contract

Samples: Operating Agreement (Sandisk Corp)

Mechanics of Sale. (a) The closing of any purchase and sale of Units Shares pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice) shall take place not later than the [***] thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder Shareholder shall pay for the Units Shares being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling UnitholderShareholder. The selling Unitholder Shareholder shall execute all documents necessary to effect the conveyance of its UnitsShares, free and clear of all Liens, to the purchasing UnitholderShareholder. In addition, the Unitholders Shareholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each UnitholderShareholder, indemnifying and holding harmless the selling Unitholder Shareholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder Shareholder or any of its Affiliates. The Unitholders Shareholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees members of the SanDisk Team assigned to the Company by the Selling UnitholderShareholder. (b) If a Unitholder Shareholder elects to acquire all of the Units Shares of the other Unitholder Shareholder pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice), such Unitholder Shareholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Unitholder Shareholder has the right to purchase the Units Shares of any other Unitholderothe1· Shareholder, such Unitholder Shareholder shall have the right to assign such right to purchase to any other Person.

Appears in 1 contract

Samples: Operating Agreement (Western Digital Corp)

Mechanics of Sale. (a) The closing of any purchase and sale of Units pursuant to Section 10.3 10.04(e) (Dispute Resolution; DeadlockDeadlock Respecting Business Plan), 10.4 10.05 (a) (Remedies Upon Event of Default; Termination on Breach), 11.4 11.04 (Dissolution by Unilateral Option) or 11.5 11.05 (Dissolution Upon Notice) shall take place not later than the [***] Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder shall pay for the Units being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling Unitholder. The selling Unitholder shall execute all documents necessary to effect the conveyance of its Units, free and clear of all Liens, to the purchasing Unitholder. In addition, the Unitholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each Unitholder, indemnifying and holding harmless the selling Unitholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder or any of its Affiliates. The Unitholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees Seconded Employees assigned to the Company by the Selling Unitholder. (b) If a Unitholder elects to acquire all of the Units of the other Unitholder pursuant to Section 10.3 10.04(e) (Dispute Resolution; DeadlockDeadlock Respecting Business Plan), 10.4 10.05 (a) (Remedies Upon Event of Default; Termination on Breach), 11.4 11.04 (Dissolution by Unilateral Option) or 11.5 11.05 (Dissolution Upon Notice), such Unitholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date [***] INDICATES THAT CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION PURSUANT TO RULE 24B-2. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. determined pursuant to this Section 10.5 10.07(a) (Mechanics of Sale). If any Unitholder has the right to purchase the Units of any other Unitholder, such Unitholder shall have the right to assign such right to purchase to any other Person.

Appears in 1 contract

Samples: Operating Agreement (Sandisk Corp)

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Mechanics of Sale. (a) The closing of any purchase and sale of Units Shares pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice) shall take place not later than the [***] Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder Shareholder shall pay for the Units Shares being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling UnitholderShareholder. The selling Unitholder Shareholder shall execute all documents necessary to effect the conveyance of its UnitsShares, free and clear of all Liens, to the purchasing UnitholderShareholder. In addition, the Unitholders Shareholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each UnitholderShareholder, indemnifying and holding harmless the selling Unitholder Shareholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder Shareholder or any of its Affiliates. The Unitholders Shareholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees members of the SanDisk Team assigned to the Company by the Selling UnitholderShareholder. (b) If a Unitholder Shareholder elects to acquire all of the Units Shares of the other Unitholder Shareholder pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice), such Unitholder Shareholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Unitholder Shareholder has the right to purchase the Units Shares of any other UnitholderShareholder, such Unitholder Shareholder shall have the right to assign such right to purchase to any other Person.

Appears in 1 contract

Samples: Operating Agreement (Sandisk Corp)

Mechanics of Sale. (a) The closing of any purchase and sale of Units Shares pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice) shall take place not later than the [***] thirtieth (30th) Business Day after notice of the purchase is given, as the case may be, except that such period shall be extended as necessary in order to comply with any Governmental Rule. The purchasing Unitholder Shareholder shall pay for the Units Shares being acquired by wire transfer of immediately available funds in Japanese Yen to an account specified by the selling UnitholderShareholder. The selling Unitholder Shareholder shall execute all documents necessary to effect the conveyance of its UnitsShares, free and clear of all Liens, to the purchasing UnitholderShareholder. In addition, the Unitholders Shareholders shall enter into an indemnity and release agreement, in a form reasonably satisfactory to each UnitholderShareholder, indemnifying and holding harmless the selling Unitholder Shareholder and its Affiliates for liabilities or claims made after the date of the purchase and sale under any guarantees or other agreements supporting the obligations of the Company which may have been extended by the selling Unitholder Shareholder or any of its Affiliates. The Unitholders Shareholders shall also reach agreement on a reasonable transition plan of up to six months in connection with services provided to the Company by FP Secondees members of the SanDisk Team assigned to the Company by the Selling UnitholderShareholder. (b) If a Unitholder Shareholder elects to acquire all of the Units Shares of the other Unitholder Shareholder pursuant to Section 10.3 (Dispute Resolution; Deadlock), 10.4 (Remedies Upon Event of Default; Termination on Breach), 11.4 (Dissolution by Unilateral Option) or 11.5 (Dissolution Upon Notice), such Unitholder Shareholder shall be obligated to take all actions required of it to consummate the applicable purchase and sale on the date determined pursuant to this Section 10.5 (Mechanics of Sale). If any Unitholder Shareholder has the right to purchase the Units Shares of any other UnitholderShareholder, such Unitholder Shareholder shall have the right to assign such right to purchase to any other Person.. * Indicates that certain information contained herein has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. EXECUTION VERSION

Appears in 1 contract

Samples: Operating Agreement

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