Notice of Xxxxxxxx Buy-Sell Sample Clauses

Notice of Xxxxxxxx Buy-Sell. (a) Subject to the provisions of Sections 9.6.1(b) and 9.6.1.(d) below, the Xxxxxxxx Partners may, at any time, give written notice (the "Xxxxxxxx Buy-Sell Notice") to each of the members of the Board of Directors appointed by Mobil and Volvo and to the Board of Directors of Warrant Holdings stating that the Xxxxxxxx Partners desire to exercise their rights under this Section 9.6 to sell to, or to purchase from, each of Mobil and Volvo, all the Partnership Interests owned by such Partners, their Affiliates, and Passive Investors (such interests collectively, the "Entire Interests").

Notice of Xxxxxxxx Buy-Sell. Subject to the last sentence --------------------------- of this Section 9.2.3(a), if Xxxxxxxx, Sr. is terminated as Chairman or Chief Executive Officer of the Partnership, or he terminates his employment "for good reason" as defined in his Employment Agreement with the Partnership of even date herewith, (a "Removal"), or if there is a Deadlock and Chartwell Partners do not exercise their rights under Section 9.2.2(a), then within thirty (30) days thereafter the Xxxxxxxx Partners may give written notice (the "Xxxxxxxx Buy-Sell Notice") to each of the members of the Board of Directors appointed by Mobil and the Chartwell Partners stating that the Xxxxxxxx Partners desire to exercise their rights under this Section 9.2.3 to sell to, or purchase from, each of Mobil and the Chartwell Partners, all the Common Partnership Interests and Preferred Partnership Interests owned by such Partners and their Affiliates (such interests collectively, the "Entire Interests"). For purposes of determining a purchase price under this Section 9.2.3(c), the Xxxxxxxx Buy-Sell Notice shall specify an amount that the Xxxxxxxx Partners designate to be the gross fair market value of all assets of the Partnership. The purchase price for the selling Partners' Partnership Interests shall be determined pursuant to Section 9.2.3(c) (relating to Purchase Price). Any Xxxxxxxx Buy-Sell Notice given by any of the Xxxxxxxx Partners shall be deemed to be given by such party and all of the Xxxxxxxx Partners. Notwithstanding anything else in this Section 9.2.3 to the contrary, Xxxxxxxx, Sr. shall have no rights to buy or sell Partnership Interests pursuant to this Section 9.2.3 solely because Xxxxxxxx, Sr. dies, becomes disabled, resigns (other than "for good reason"), is terminated for cause, as defined in the Xxxxxxxx, Sr. Employment Agreement or is terminated as a result of the application of Control Remedy B or Control Remedy C to the Partnership. In the event that the Xxxxxxxx Partners sell their Entire Interests pursuant thereto, Xxxxxxxxx shall have the right to sell its Partnership Interests at the same pro rata Purchase Price, in which event for purposes of this Section 9.2.3 the -84-