Common use of Repayment of Member Loans Clause in Contracts

Repayment of Member Loans. The Purchase Price to be paid by the Purchasing Member for the Interest of the Selling Member shall be offset at the closing of such purchase by the then outstanding principal balance (together with all accrued, unpaid interest thereon) of any and all (i) Member Loans made by the Purchasing Member to the Selling Member and (ii) loans or advances of funds made by the Company to the Selling Member (each a “Seller Loan”). Such Member Loans and Seller Loans (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Purchase Price for the Defaulting Member’s Interest is insufficient to fully offset the then unpaid principal balance of any and all Member Loans and Seller Loans (together with all accrued, unpaid interest thereon), then the portion of any such Member Loans and Seller Loans (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be due and payable in full at the closing of the purchase of the Selling Member’s Interest pursuant to this Article 7. Also, notwithstanding any other provision contained in this Agreement, the unpaid principal balance of any and all Member Loans and Seller Loans (together with all accrued, unpaid interest thereon) shall be due and payable in full at the closing of the purchase of the Selling Member’s Interest pursuant to this Article 7.

Repayment of Member Loans. The Purchase Price to be paid by the Purchasing Non-Defaulting Member for the Interest of the Selling Defaulting Member shall be offset at the closing of such purchase by the then outstanding principal balance of any and all Member Loan(s) (together with all accrued, unpaid interest thereon) of any and all (i) Member Loans made by the Purchasing Non-Defaulting Member to the Selling Member and (ii) loans or advances of funds made by the Company to the Selling Member (each a “Seller Loan”)Defaulting Member. Such Member Loans and Seller Loans Loan(s) (together with all accrued, unpaid interest thereon) shall be deemed paid to the extent of such offset, with such deemed payment to be applied first to the accrued interest thereon and thereafter to the payment of the outstanding principal amount thereof. If the Purchase Price for the Defaulting Member’s 's Interest is insufficient to fully offset the then unpaid principal balance of any and all Member Loans and Seller Default Loans (together with all accrued, unpaid interest thereon)) made by the Non-Defaulting Member to the Defaulting Member, then the portion of any such Member Loans and Seller Loans Loan(s) (and accrued, unpaid interest thereon) that remains outstanding following such offset shall be due and payable in full at the closing of the purchase of the Selling Defaulting Member’s 's Interest pursuant to this Article 7VIII. Also, notwithstanding any other provision contained in this Agreement, the unpaid principal balance of any and all Any Member Loans and Seller Loans (together with all accrued, unpaid interest thereon) offset against the Purchase Price to be paid by the Non-Defaulting Member shall be due and payable in full at applied first to reduce the closing portion of the purchase Purchase Price, if any, to be paid with cash or by certified or bank cashier's check and thereafter to reduce the portion of the Selling Member’s Interest pursuant Purchase Price, if any, to this Article 7be paid by the delivery of a promissory note.