Right to Cause Sale of Property Clause Samples

Right to Cause Sale of Property. (a) CNL may, at any time after the date that is twenty-four (24) months after Completion of the Project, cause the direct or indirect sale or other transfer by the Company of the Property, subject to the terms of this Section 10.6. Woodfield shall cooperate with any such sale or other transfer. (b) Notwithstanding anything to the contrary contained in this Agreement, at any time when the Property is being actively marketed pursuant to this Section 10.6, the Managing Member shall suspend all marketing efforts, negotiations or other actions which may have been commenced with respect to a sale of its Entire Interest, except for any sale approved by CNL. (c) Prior to the exercise of its right as set forth in Section 10.6(a), CNL must give notice (the “Sale Notice”) to the other Members (i) of CNL’s intention to pursue the sale of the Property at a specified cash price (the “Stated Price”) and (ii) offering to sell its Entire Interest in the Company to any Member at a specified price (equal to the amount that would be distributable or payable to CNL under Section 4.5(d) and Section 9.4, including payment of all Member Loans to the Company from CNL, if the Property were sold for an amount equal to the Stated Price (the “CNL Price”) and specifying all other material terms and conditions of the contemplated sale. CNL shall have the right to obtain, at the Company’s expense, a tax opinion from recognized tax counsel as to the federal income tax consequences of any proposed sale. (d) If CNL has forwarded a copy of the Sale Notice to the Members, each Member shall, within forty-five (45) days after receiving a copy of the Sale Notice, elect one of the following options: (i) notify CNL in writing that such Member has no objection to CNL marketing the Property, and if all Members so notify CNL, then CNL may cause the Company to market and sell the Property, provided that (A) the price obtained for the Property is at least ninety-five percent (95%) of the Stated Price, (B) the contract to acquire the Property is executed within six (6) months following CNL’s receipt of the second of the Members’ responses under this item (i) or any deemed election pursuant to item (ii) below not to purchase CNL’s Entire Interest pursuant to such item (ii), and (C) the outside closing date under such contract is no later than ninety (90) days after the date of execution of such contract; or (ii) notify CNL in writing of such Member’s election to purchase CNL’s Entire Interest upon the sa...