Sale of Partnership Interest. An S corpora- tion’s RBIG or RBIL limitation is the total of the following—
Sale of Partnership Interest. If a Partner desires to offer for sale his Interest in the Partnership, such Partner, herein refered to as “Selling Partner” shall give written notice to the other Partners, herein referred to as the “Buying Partners.” Within 30 days after receipt of the notice, the Buying Partners shall notify the Selling Partner of their intent to purchase the Interest of the Selling Partner. The purchase price of an Interest sold pursuant to this Section shall be the Contract Price, and payment for the Interest shall be made in the manner set forth in Section 5.5. If the Buying Partners fail to notify the Selling Partner that they intend to purchase his or her interest within the 30-day period, the Selling Partner shall have the right to withdraw from the Partnership. If a Partner withdraws, the Partner shall be entitled to a payment from the Partnership equal to the Contract Price and payable at the time and in the manner set forth in this agreement.
Sale of Partnership Interest. A Partner may sell some or all of its interest in the Partnership to an unaffiliated party only with the unanimous consent of the remaining Partner(s), and subject to the following provisions.
12.1.1 If a Partner wishes to sell some or all of its interest in the Partnership, it shall notify the other Partner(s) to allow it (them) to purchase the selling Partner's interest. If more than one Partner desires to purchase a selling Partner's interest, then such sale shall be on a pro rata basis based on the Partner's Percentage of the acquiring Partners. If no Partner(s) express(es) interest within 30 days to purchase the selling Partner's interest, the selling Partner shall submit to the Management Committee a notice of intent to sell containing a list of proposed buyers unaffiliated with any Partner(s). The Management Committee must unanimously agree on the acceptability of the buyers before the selling Partner may negotiate on price and terms with those parties that are approved. The selling Partner shall provide such information as the Management Committee reasonably requests about the prospective buyers. If the Management Committee cannot unanimously approve one or more of the proposed buyers, the selling Partner may withdraw from the Partnership, as provided in section 13. The Management Committee shall notify the selling Partner of the acceptable prospective buyers, if any, within 30 days of receiving the notice of intent to sell.
12.1.2 If the selling Partner is able to reach agreement on the terms and conditions for sale of all or part of its interest to an approved proposed buyer, it must then give the remaining Partner(s) a right of first refusal to purchase the interest on the same terms and conditions. The remaining Partner(s) shall have 30 days from the date each Partner receives the offer to exercise their right of first refusal.
12.1.3 If the remaining Partner(s) elects not to purchase the selling Partner's interest, the sale to the approved buyer must be on the same terms and conditions as those offered to the remaining Partner(s).
Sale of Partnership Interest. If (i) one Partner ("Selling Partner") receives a written offer from a third party ("Proposed Purchaser") to purchase all or substantially all of the Partnership's interest in the Amphitheater which the Selling Partner desires to accept on behalf of the Partnership and (ii) the other Partner ("Non-Selling Partner") is unwilling to consent to the sale of the Amphitheater to the Proposed Purchaser upon the terms and conditions contained in such offer, then the Selling Partner shall have the right, subject to the provisions of Section 18.06 hereof, to sell all, but not less than all, of its Partnership Interest if, but only if, the Selling Partner complies with all of the following provisions:
(a) The Selling Partner shall provide prompt written notice to the Non-Selling Partner upon the commencement of negotiation concerning any proposed sale of the Selling Partner's Partnership Interest to the Proposed Purchaser.
(b) Upon request of the Non-Selling Partner at any time following the notice given pursuant to clause (a), the Selling Partner shall provide an oral report as to the status of the negotiations for the proposed sale of the Selling Partner's Partnership Interest to the Proposed Purchaser.
(c) The Selling Partner shall provide to the Non-Selling Partner copies of all written drafts, letters or other documentation pertaining to such proposed sale of the Selling Partner's Partnership Interest to the Proposed Purchaser.
(d) Within five (5) days following the execution of a definitive agreement ("Purchase Agreement") pursuant to which the Selling Partner agrees to sell its Partnership Interest to the Proposed Purchaser, the performance of each party thereto being conditioned expressly upon the provisions of this Section 18.04, the Selling Partner shall provide a true, correct, complete and accurate copy thereof to the Non-Selling Partner.
(e) Following receipt of a Purchase Agreement, the Non-Selling Partner shall have the right and option ("Purchase Option"), exercisable in its sole discretion, to purchase the Selling Partner's Partnership Interest upon the same terms, provisions and conditions contained in such Purchase Agreement.
(f) The Purchase Option may be exercised by the Non-Selling Partner at any time within thirty (30) days after receipt of a Purchase Agreement by providing written notice thereof to the Selling Partner. If the Non-Selling Partner should exercise the Purchase Option in a timely manner, then the Selling Partner shall be required,...
Sale of Partnership Interest. On the terms and conditions hereinafter set forth, Selling Partner shall sell to Buyer, and Buyer shall purchase from Selling Partner the entire 36.94% partnership interest of Selling Partner in the Partnership including the entire 36.94% interest of Selling Partner in the capital and the profits and losses of the Partnership, and any other interests, rights or benefits that Selling Partner may have in the Partnership (the Partnership interest and any other interests, rights or benefits of Selling Partner in the Partnership to be purchased by Buyer as aforesaid being herein collectively called the "Subject Partnership Interest").
Sale of Partnership Interest. Subject to the terms and conditions of this Agreement, Seller hereby sells, transfers and delivers to Purchaser, and Purchaser hereby purchases and acquires from Seller, all right, title and interest of Seller in and to the Partnership Interest.
Sale of Partnership Interest. At the Closing, Seller shall sell, assign, transfer, convey, and deliver to Purchaser, and Purchaser shall purchase from Seller for the purchase price set forth below, subject to the terms and conditions of this Agreement, a thirty-six percent (36%) general partner interest in the Partnership ("Partnership Interest").
Sale of Partnership Interest. A. For the purchase price and on the terms and conditions hereinafter set forth, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the interest of Seller in the Partnership, as such interest is described in the Partnership Agreement, and any and all interests of Seller in and to the "Business Property" (as defined in the Partnership Agreement), the interests to be conveyed hereunder including, but not being limited to, Seller's interest in the following:
(1) capital, profits and losses and liabilities of the Partnership (excluding, however, except as otherwise provided herein, any capital, profits, losses, liabilities, distributions or other sums or proceeds which may have accrued in favor of Seller under the Partnership Agreement prior to the "Closing Date", as such term is hereinafter defined; and
(2) property of the Partnership (whether tangible or intangible), including any personal property, building and trade names, plans, specifications, licenses, permits and development rights of the Partnership. The Partnership interest to be purchased by Buyer as aforesaid is herein called the "Acquired Partnership Interest". The Acquired Partnership Interest shall be acquired by Buyer subject to all of the obligations and liabilities of the Partnership, including, without limitation, the "Existing Loan" (as defined in Exhibit "A" attached hereto and made a part hereof).
B. The purchase price (the "Purchase Price") for the Acquired Partnership Interest will be $2,000,000, which amount shall be adjusted by the "Proration Amount" (as such term is hereinafter defined).
Sale of Partnership Interest. Admission of Limited Partners -----------------------------
Sale of Partnership Interest. Subject to the terms and conditions hereof, on the Closing Date (as defined in Section 2.1 hereof), Abrika shall sell and issue to Par, and Par shall purchase from Abrika, for the Purchase Price (as defined in Section 1.2(a) hereof), the Par Initial Partnership Interest (as that term is defined in the Amended Partnership Agreement, defined below) (the "PARTNERSHIP INTEREST").
