Put/Call Offering Notice Sample Clauses
Put/Call Offering Notice. A Member (the "Initiating Member") shall have the right to invoke the provisions of this Section 12 by giving written notice (the "Offering Notice") to the other Member (the "Responding Member") of its intent to rely on this Section 12 and to purchase all, but not less than all, of the Responding Member's Membership Interest only under the following circumstances: (i) By the non-defaulting Member, if at any time a Member is in default hereunder and more than thirty (30) days have elapsed since such non-defaulting Member has given written notice thereof to such defaulting Member and such default has not been cured, or (ii) as otherwise provided in this Agreement, including Sections 3.2(c), 5.5(c) and 14.10(b). In any such event, the provisions set forth in this Section 12 shall apply. The Initiating Member shall specify in its Offering Notice the all cash purchase price per percent of Percentage Interest ("Purchase Price") at which the Initiating Member would be willing to purchase all the Responding Member's Membership Interest.
Put/Call Offering Notice. At any time after * or more of the Rentable Area of Frontier Center One is leased and occupied and the Third-Party Financing has been obtained (and whether or not a dissolution of the LLC has occurred and, if a dissolution of the LLC has occurred, references to the Manager in this Section 9.1 shall be deemed to refer to the liquidator appointed pursuant to Section 10.1(c)), either the Owner Member or the Developer Member (the "Initiating Member") may give notice (the "Put/Call Offering Notice") to the other Member (the "Responding Member") and the Manager of the Initiating Member's intent to exercise its rights under this Section 9.1 and to purchase all, but not less than all, of the Responding Member's LLC Interest. In such event, the provisions set forth in this Article IX shall apply. The Initiating Member shall specify in its Put/Call Offering Notice the all cash purchase price (which price shall be the fair market value of the Project as determined in good faith by the Initiating Member) at which the Initiating Member would be willing to purchase the Project, free and clear of monetary liens (other than the lien for real property taxes for the calendar year in which the Put/Call Offering Notice is given) as of the date the Put/Call Offering Notice is given ("Date of Value"). Once given, a Put/Call Offering Notice cannot be revoked.
Put/Call Offering Notice. If at any time during the term of this Agreement and subject to the provisions of Section 8.4 (e) below, there occurs an Impasse, any General Partner (the “Initiating Partner”) may give written notice (the “Impasse Notice”) to the other General Partner (the “Responding Partner”) specifying the Impasse and setting forth the Initiating Partner’s intent to rely on this Section 8.4 and to buy or sell all, but not less than all, of the Responding Partner’s and its Affiliates’ Partnership Interests, whereupon the provisions set forth in this Section 8.4 shall apply.
Put/Call Offering Notice. At any time after the second anniversary of the ------------------------ Effective Date, a Member (the "Initiating Member"), may give written notice (the "Offering Notice") to the other Member (the "Responding Member") of its intent to implement the provisions of this Article 12 and to purchase all, but not less than all, of the Responding Member's Membership Interest. In such event, the provisions set forth in this Article 12 shall apply. The Initiating Member shall specify in its Offering Notice the price ("Company Price") the Initiating Member would be willing in its sole discretion to pay for all of the assets of the Company free of any monetary liens or encumbrances as of the date the Offering Notice is given ("Date of Value").