Common use of Payments / Distributions in Connection with the Buy/Sell and Listing Procedures Clause in Contracts

Payments / Distributions in Connection with the Buy/Sell and Listing Procedures. Notwithstanding any other provision of Section 10.4 or Section 10.5, if (i) the sale of a Member’s Membership Interest is undertaken pursuant to Section 10.4, or if the Project is sold and the proceeds of such sale are distributed pursuant to Section 10.5, and the Specified Valuation Amount would result in a Member, as selling Member (under Section 10.4), or both Members (under Section 10.5), not receiving an amount equal to at least such Member’s unreturned Capital Contributions, plus the accrued and undistributed Preferred Return thereon, then, (i) in the case of Section 10.4, the sale price will be determined as if the Specified Valuation Amount was distributed Pro Rata or, (ii) in the case of Section 10.5, distributions will be made Pro Rata. In addition, to the extent the Company or its subsidiary must pay a prepayment penalty or other fee or penalty as a result of the exercise of the buy/sell provisions of Section 10.4 or the listing procedures provisions of Section 10.5, the Notifying Member will be solely responsible for paying such fee or penalty.