Common use of Sale Transaction Clause in Contracts

Sale Transaction. Subject to Section 7 hereof and anything contained herein to the contrary notwithstanding, upon the consummation of a Sale Transaction, Parent shall deliver a notice to the Escrow Agent (the "SALE TRANSACTION NOTICE") and Escrow Agent shall thereafter deliver the Repurchase Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) to the Stockholder within five (5) business days after receipt of the Sale Transaction Notice, subject to the following: (i) if the Sale Transaction Notice is received by the Escrow Agent before the first anniversary of the date hereof (the "FIRST ANNIVERSARY"), the Escrow Agent shall not distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the balance of the Indemnity Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) and on and after the First Anniversary the Escrow Agent shall distribute to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been received by the Escrow Agent but which have not been paid to Parent or otherwise discharged pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims hereunder have been settled as provided in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, and the Stockholder, on the other hand, have been received by the Escrow Agent.

Sale Transaction. Subject to Section 7 hereof and anything contained herein to the contrary notwithstanding, upon the consummation of a Sale Transaction, Parent shall deliver a notice to the Escrow Agent (the "SALE TRANSACTION NOTICE") and Escrow Agent shall thereafter deliver the Repurchase Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) to the Stockholder within five (5) business days after receipt of the Sale Transaction Notice, subject to the following: (i) if the Sale Transaction Notice is received by the Escrow Agent before the first anniversary of the date hereof (the "FIRST ANNIVERSARY"), the Escrow Agent shall not distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the balance of the Indemnity Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) and on and after the First Anniversary the Escrow Agent shall distribute to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been received by the Escrow Agent but which have not been paid to Parent or otherwise discharged pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims * Confidential treatment has been requested for certain portions of this exhibit. Omitted portions have been filed separately with the Commission. hereunder have been settled as provided in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, and the Stockholder, on the other hand, have been received by the Escrow Agent.

Sale Transaction. Subject If a Plan Sale Transaction is to Section 7 hereof and anything contained herein be consummated, upon entry of the Confirmation Order, the Debtors shall be authorized to consummate the applicable Plan Sale Transaction to the contrary notwithstanding, upon the consummation of a Sale Transaction, Parent shall deliver a notice applicable Successful Bidder pursuant to the Escrow Agent (terms of the "SALE TRANSACTION NOTICE") applicable Plan Sale Transaction Documentation, the Plan, and Escrow Agent shall thereafter deliver the Repurchase Escrow Shares (includingConfirmation Order. In the event any Sale Transaction is consummated, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) to the Stockholder within five (5) business days after receipt of the Sale Transaction NoticeProceeds, the Professional Fee Escrow Amount, the Wind-Down Amount, any reserves required pursuant to the applicable Sale Transaction Documentation, the Debtors’ rights under the applicable Sale Transaction Documentation, payments made directly by the applicable Successful Bidder on account of any Assumed Liabilities under the applicable Plan Sale Transaction Documentation, payments of Cure Costs made by the applicable Successful Bidder pursuant to sections 365 or 1123 of the Bankruptcy Code, and/or all Causes of Action not previously settled, released, or exculpated under the Plan, if any, shall be used to fund the distributions to Holders of Allowed Claims against the Debtors in accordance with the treatment of such Claims and subject to the following: (i) if the Sale Transaction Notice is received terms provided in this Plan. Unless otherwise agreed in writing by the Escrow Agent before Debtors and the first anniversary applicable Successful Bidder, distributions required by this Plan on account of Allowed Claims that are Assumed Liabilities shall be the sole responsibility of the date hereof (applicable Successful Bidder even if such Claim is Allowed against the "FIRST ANNIVERSARY"), the Escrow Agent shall not distribute to the StockholderDebtors, and such Claims shall have no recovery from the Escrow Agent shall hold and retain in Escrow, Debtors under the balance terms of the Indemnity Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) and on and after the First Anniversary the Escrow Agent shall distribute to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been received by the Escrow Agent but which have not been paid to Parent or otherwise discharged pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims hereunder have been settled as provided in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, and the Stockholder, on the other hand, have been received by the Escrow AgentPlan.

Sale Transaction. Subject to Section 7 hereof and (a) Notwithstanding anything contained herein to the contrary notwithstandingin Credit Agreement or any other Loan Document, upon the consummation of a Sale Transaction, Parent Borrower hereby agrees that: (i) it shall deliver a notice copy of the fully executed APA to the Escrow Administrative Agent promptly after execution thereof; (ii) it shall not agree or otherwise consent to any amendment, restatement, supplement, modification or replacement of the APA without the prior written consent of the Administrative Agent to the extent any such amendment, restatement, supplement, modification or replacement materially adversely affects the Administrative Agent, the Lenders, the Swap Counterparties, or their rights hereunder or under any Loan Document or any Specified Hedge Contract; (iii) it shall consummate the transactions contemplated by the APA on or before January 3, 2022 (or such later date as agreed to by the Administrative Agent; provided that (x) any such extension shall be conditioned upon the Administrative Agent’s receipt of satisfactory evidence that the forbearance period under the Second Lien Forbearance (as defined below) has been extended for a corresponding period, and (y) any such extension beyond January 14, 2022 shall require the consent of each Lender) (such date, as may be extend in accordance with this clause (iii), the “Outside Date”); (iv) 100% of the proceeds of the sale of the Assets paid to the Borrower (or its subsidiaries) on the Closing Date (plus the amount of any Deposit (as defined below) (the "SALE TRANSACTION NOTICE"“Net Sale Proceeds”), but not to exceed the Distribution Cap referenced below, shall be immediately following consummation of the sale of the Assets deposited in a deposit account designated by the Administrative Agent to the Borrower in writing before the Closing Date; (v) on the Closing Date, the Borrower shall apply the Net Sale Proceeds plus, solely to the extent such Net Sale Proceeds are insufficient, cash on the Borrower’s balance sheet in excess of $2,000,000, to repay the Obligations in the following order: (a) first, to all accrued and Escrow Agent shall thereafter deliver unpaid interest at the Repurchase Escrow Shares default rate specified in the Credit Agreement on the Obligations outstanding as of the Closing Date (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) all accrued and unpaid interest on the Swap Termination Amounts at the rate equal to the Stockholder within five interest rate applicable to Reference Rate Advances under the Credit Agreement plus the Default Amount as defined in Amendment No. 11); (5b) business days after receipt second, to all reasonable and documented professional fees of the Sale Transaction Notice, subject Administrative Agent and the Lenders for which invoices are delivered no later than one Business Day prior to the following:Closing Date and which are due and payable as provided in this Agreement or the Credit Agreement as of the Closing Date; and (ic) last, to repay outstanding principal of the Advances under the Credit Agreement and the Hedge Termination Claims in accordance with the Credit Agreement; provided that, the aggregate amount to be paid under this clause (c) shall not exceed the product of the Closing Date Claims Amount multiplied by 95% (the “Distribution Cap”); and (vi) on the Closing Date, if the Sale Transaction Notice is amount received by the Escrow Administrative Agent before under clause (c) above is less than the first anniversary of the date hereof (the "FIRST ANNIVERSARY")Distribution Cap, the Escrow Agent Borrower shall, or shall not distribute cause one or more of its Affiliates to, pay to the Stockholder, and Administrative Agent the Escrow Agent shall hold and retain in Escrow, difference between the balance of the Indemnity Escrow Shares (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) and on and after the First Anniversary the Escrow Agent shall distribute to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been amount received by the Escrow Administrative Agent but which have not been paid to Parent or otherwise discharged pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims hereunder have been settled as provided in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, under clause (c) above and the Stockholder, on the other hand, have been received by the Escrow Agent.Distribution Cap. As used herein:

Sale Transaction. Subject to a) Without limitation of Section 7 hereof 2(b) of the Forbearance Agreement (as amended hereby) and notwithstanding anything contained herein to the contrary notwithstandingin Credit Agreement or any other Loan Document, upon the consummation of a Sale TransactionBorrower hereby agrees that: (i) it shall (x) execute the APA on or before January 14, Parent shall 2022 and (y) deliver a notice copy of the fully executed APA to the Escrow Administrative Agent promptly after execution thereof; (ii) it shall not agree or otherwise consent to any amendment, restatement, supplement, modification or replacement of the APA without the prior written consent of the Administrative Agent; (iii) it shall consummate the transactions contemplated by the APA on or before January 14, 2022; (iv) 100% of the proceeds of the sale of the Assets paid to the Borrower (or its subsidiaries) on the Closing Date plus the amount of any Deposit (as defined below) (the "SALE TRANSACTION NOTICE"“Net Sale Proceeds”), but not to exceed the Distribution Cap referenced below, shall be immediately deposited in a deposit account designated by the RBL Agent to the Borrower in writing before the Closing Date; (v) on the Closing Date, the Borrower shall apply the Net Sale Proceeds plus, solely to the extent such Net Sale Proceeds are insufficient, cash on the Borrower’s balance sheet in excess of $2,000,000, to repay the 1L Obligations in the following order: (a) first, to all accrued and Escrow Agent shall thereafter deliver unpaid interest at the Repurchase Escrow Shares default rate specified in the Revolving Credit Agreement on the 1L Obligations outstanding as of the Closing Date (including, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) all accrued and unpaid interest on the Swap Termination Amounts at the rate equal to the Stockholder within five interest rate applicable to Reference Rate Advances under and as defined in the Revolving Credit Agreement plus the Default Amount (5as defined in the Revolving Credit Agreement); (b) business days after second, to all reasonable and documented professional fees of the RBL Agent and the Revolving Lenders for which invoices are delivered no later than one Business Day prior to the Closing Date and which are due and payable as provided in the Settlement and Lien Release Agreement or the Revolving Credit Agreement as of the Closing Date; and (c) last, to repay outstanding principal of the Advances under the Revolving Credit Agreement and the Hedge Termination Claims in accordance with the Revolving Credit Agreement; provided that, the aggregate amount to be paid under this clause (c) shall not exceed the product of the Closing Date Claims Amount multiplied by 95% (the “Distribution Cap”); and (vi) on the Closing Date, if the amount received by the RBL Agent under clause (c) above is less than the Distribution Cap, the Borrower shall, or shall cause one or more of its Affiliates to, pay to the RBL Agent the difference between the amount received by the RBL Agent under clause (c) above and the Distribution Cap. b) The Administrative Agent and the Lenders hereby agree that, on the Closing Date and subject to the RBL Agent’s receipt of the Net Sale Transaction NoticeProceeds (not to exceed the Distribution Cap), the Administrative Agent and the Lenders shall fully, completely and irrevocably release all of their Liens, claims and other encumbrances on the Assets such that the Buyer shall obtain such Assets free and clear of all Liens, claims and encumbrances of the Administrative Agent and the Lenders. c) Without limitation of the Liens granted by the Borrower to the Administrative Agent under the Security Agreement, in consideration of the forbearances and other accommodations granted by the Administrative Agent and the Lenders hereunder and under the Forbearance Agreement and as collateral security for the prompt and complete payment and performance when due of all Obligations, the Borrower hereby assigns, pledges, and grants to the Administrative Agent, for the benefit of the Secured Parties, subject to the following:priorities set forth in the Intercreditor Agreement, a lien on and continuing security interest in all the Borrower’s right, title and interest in, to and under, the following items, whether now owned or hereafter acquired by the Borrower and wherever located and whether now owned or hereafter existing or arising: the APA, any escrow agreement entered into between the Buyer and Seller in connection with the APA, any deposit made by the Buyer in favor of the Seller in connection with the APA (any such depost, the “Deposit”), and all proceeds and products of any and all of the foregoing and all other payments now or hereafter due and payable with respect to, and guarantees and supporting obligations relating to, any and all of the foregoing and, to the extent not otherwise included, all payments of any indemnity, warranty or guaranty in respect to any of the foregoing. The Borrower shall use commercially reasonable efforts to cause the account in which the Deposit is maintained during the escrow period to be subject to an account control agreement in favor of the RBL Agent and Administrative Agent. (id) If the APA is terminated and the Borrower is entitled to retain the Deposit, if any, in accordance with the Sale Transaction Notice is terms of the APA, the Borrower shall cause the full amount of such Deposit to be delivered to the RBL Agent immediately upon the release of such Deposit from escrow and the Borrower hereby agrees that the RBL Agent may apply the full amount of such Deposit to the outstanding 1L Obligations in accordance with the terms of such document as in effect on the date hereof. e) The Borrower and each Guarantor hereby agree that, following the occurrence of the Closing Date under the Settlement and Lien Release Agreement and the related transfer of claims to the Lenders, they shall, immediately upon receipt, cause all sale proceeds and any other amounts received by the Escrow Agent before the first anniversary them under or in respect of the date hereof (APA after the "FIRST ANNIVERSARY"), the Escrow Agent shall not distribute Closing Date to be delivered to the StockholderAdministrative Agent, and the Escrow Borrower hereby agrees that the Administrative Agent shall hold and retain in Escrow, may apply the balance of the Indemnity Escrow Shares (including, without limitation, any shares issued pursuant full amount thereof first to any stock split, reverse stock split, combination or reclassification thereof) remaining 1L Obligations until the 1L Obligations are paid in full in cash and on and after the First Anniversary the Escrow Agent shall distribute then to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been received by the Escrow Agent but which have not been paid to Parent or otherwise discharged pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held outstanding Obligations until such time as all disputed Claims hereunder have been settled as provided amounts are paid in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, and the Stockholder, on the other hand, have been received by the Escrow Agentfull in cash.

Sale Transaction. Subject Closing ("Closing") of transfer of an Entire Interest pursuant to Section 7 hereof 8.4 (a "Sale Transaction") shall occur within sixty (60) days following the acceptance or deemed acceptance by the Non-Offering Members of the Offer at 10:00 o'clock local time, or at such other time and anything contained herein place as shall be mutually agreed upon by the Offering Member and Non-Offering Members as follows: 8.5.1. The purchase price to be paid by the purchaser in a Sale Transaction (the "Purchaser") to the contrary notwithstandingselling Member (the "Seller") for the Entire Interest (the "Purchase Price") shall be an amount equal to the Percentage Price times the Percentage Interest within the Entire Interest, increased or decreased, as appropriate, for the following: (a) Any disparity, dollar for dollar, in the Contribution Balance between the respective Interests subject to the Offer to the extent required to equalize the Contribution Balances (but without adjustment for any accrued but unpaid Preferred Returns) between Seller and Purchaser (with an example of the application of this Section 8.5.1 (a) being attached as Exhibit "C"); and (b) The unpaid balance (principal and interest) of any Member Loans or other amounts payable to or by the Seller, whether to or from the Members or the Company. Notwithstanding any other provision of Sections 8.4 or 8.5 to the contrary, the Purchase Price before adjustment pursuant to Section 8.5.1.(a) shall never be less than the Contribution Balance of the Seller (the "Minimum Purchase Price"). 8.5.2. Closing of the Sale Transaction shall be conditioned upon obtaining any consents required by material contracts (including Project Agreements) to which the consummation Company is a party which in any way would be breached by, or cause a material adverse change in the terms thereof in the event of the completion of, a Sale Transaction, Parent shall deliver with provisions of any Financing being deemed such a notice material contract. The Seller and Purchaser will each exert diligent and good faith efforts, prior to Closing, to obtain any necessary consents or approvals required to satisfy such contingency. In the Escrow Agent (the "SALE TRANSACTION NOTICE") and Escrow Agent shall thereafter deliver the Repurchase Escrow Shares (includingevent such contingency cannot be so satisfied, without limitation, any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) to the Stockholder within five (5) business days after receipt of the Sale Transaction Noticeshall be deemed withdrawn and terminated, subject with neither the Seller nor the Purchaser to have any further right or liability as to the other thereunder. 8.5.3. The Seller and Purchaser shall execute any and all documents and take any and all acts reasonably required to complete the Sale Transaction, including but not limited to the following: (ia) The documents otherwise required by this Section 8 in connection with Transfers. (b) Amendment to this Agreement and filings, as required by applicable law. (c) Indemnification by the Purchaser of the Seller of any and all liabilities pertaining to the Entire Interest accruing from and after the Closing, and indemnification by the Seller to the Purchaser of any and all liabilities pertaining to the Entire Interest accruing prior to the Closing. (d) Evidence of authority to execute any and all documents and take such further acts as shall be required to complete the Sale Transaction. 8.5.4. The Seller shall, if and to the extent requested by the Purchaser, cancel or cause its Affiliates to cancel, effective as of Closing, all contracts (including but not limited to the Property Management Arrangement) between the Seller or its Affiliates and the Company. 8.5.5. The Seller and Purchaser shall each bear their respective expenses, including attorneys' fees, in connection with the Sale Transaction Notice is received and the Purchaser and Seller shall each pay, as a part of Closing of the Sale Transaction, one-half of any expenses, including attorney, accounting and tax preparation fees, incurred by the Escrow Agent before Company in connection with the first anniversary Sale Transaction. While an Offer is outstanding or a Sale Transaction is pending, the Entire Interest of the date hereof (the "FIRST ANNIVERSARY"), the Escrow Agent Offering Member and Non-Offering Members shall not distribute be subject to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the balance of the Indemnity Escrow Shares (including, without limitation, an Offer by any shares issued pursuant to any stock split, reverse stock split, combination or reclassification thereof) and on and after the First Anniversary the Escrow Agent shall distribute to the Stockholder within five (5) business days after the First Anniversary the balance of the Indemnity Escrow Shares; PROVIDED, HOWEVER, that, regardless of whether the Sale Transaction Notice is received before, on or after the First Anniversary, the Escrow Agent shall NOT distribute to the Stockholder, and the Escrow Agent shall hold and retain in Escrow, the number of Indemnity Escrow shares specified in all Notices of Claim which, prior to the First Anniversary, have been received by the Escrow Agent but which have not been paid to Parent or otherwise discharged other Member pursuant to this Section 6. Any portion of the Indemnity Escrow Shares which shall continue to be held by the Escrow Agent pursuant to the preceding sentence shall be so held until such time as all disputed Claims hereunder have been settled as provided in Section 17 and written notice of such settlement or settlements setting forth the amounts to be paid to Parent, on the one hand, and the Stockholder, on the other hand, have been received by the Escrow Agent8.