Common use of Terms of Purchase; Closing Clause in Contracts

Terms of Purchase; Closing. The closing of the purchase and sale of the Adverse Member’s interests shall occur on a date and time mutually agreeable to the Purchasing and the Adverse Members, which shall not be later than 10:00 A.M. (local time at the place of the closing) on the first Business Day occurring on or after the sixtieth day following the last day of the Election Period and at such place as is mutually agreeable to the Purchasing Members and Adverse Member, or upon the failure to agree, at the Company’s principal place of business. At the closing each Purchasing Member shall pay to the Adverse Member, by cash or other immediately available funds, that portion of the Buy-Sell Price of such Adverse Member’s interest that corresponds to a fraction, the numerator of which is the portion of the Aggregate Buy-Sell Price for which such Purchasing Member is liable, and the denominator of which is the Aggregate Buy-Sell Price, and the Adverse Member shall deliver to each Purchasing Member good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those granted by this Agreement) to the portion of the Adverse Member’s interest thus Purchased. Each Purchasing Member shall be liable only for the Purchasing Member’s individual portion of the Buy-Sell Price to Adverse Member. In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of the Adverse Member’s interest thus not purchased, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing Member. At the closing the Members shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm the transactions contemplated hereby, including, without limitation, the Transfer of the Company interests of the Adverse Member to the Purchasing Members and the assumption by each Purchasing Member of each Adverse Member’s obligation with respect to the portion of the Adverse Member’s interest transferred to such Purchasing Member. The reasonable costs of such Transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between the Adverse Member and the Purchasing Members. The price at which the interest of the Adverse Member is purchased and sold under this Section 10.03 (the “Buy-Sell Price” of such interest) is ninety percent (90%) of the Net Equity thereof, determined as of the Election Day, unless the Adverse Member is an Adverse Member solely because of a transfer of an interest in a Member upon the death of any Person owning, directly or indirectly, an interest in a Member, in which event the Buy-Sell Price of such interest shall be one hundred percent (100%) of the Net Equity thereof, determined as of the Election Day. The aggregate price of all interests required to be bought and sold hereunder is the “Aggregate Buy-Sell Price.”

Terms of Purchase; Closing. The Unless the Purchasing Partners and the Adverse Partner otherwise agree, the closing of the purchase and sale of the Adverse Member’s interests Partner's Interest, MinorCo Interest (as required by Section 12.3(d)) and Partner Loans (as required by Section 12.3(c)) shall occur on a date and time mutually agreeable to at the Purchasing and principal office of the Adverse Members, which shall not be later than Partnership at 10:00 A.M. a.m. (local time at the place of the closing) on the first Business Day occurring on or after the sixtieth thirtieth (30th) day following the last day of the Election Period and at such place as is mutually agreeable (subject to the Purchasing Members and Adverse Member, or upon the failure to agree, at the Company’s principal place of businessSection 11.5). At the closing closing, each Purchasing Member Partner shall pay to the Adverse MemberPartner, by cash or other immediately available funds, that portion of the Buy-Sell Price of such purchase price for the Adverse Member’s interest that corresponds to a fractionPartner's Interest, the numerator of which is the portion of the Aggregate Buy-Sell Price MinorCo Interest and Partner Loans for which such Purchasing Member Partner is liable, liable (determined in the case of the MinorCo Interest and the denominator of which is the Aggregate Buy-Sell Price, Partner Loans in accordance with Section 12.3) and the Adverse Member Partner shall deliver to each Purchasing Member Partner good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those granted created by this Agreement) Agreement and those securing financing obtained by the Partnership), to the portion of the Adverse Member’s interest Partner's Interest, MinorCo Interest and Partner Loans thus Purchasedpurchased. Each Purchasing Member Partner shall be liable to the Adverse Partner only for the Purchasing Member’s individual its allocable portion of the Buy-Sell Price to Adverse Member. In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of price for the Adverse Member’s interest thus not purchasedPartner's Interest, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing MemberMinorCo Interest and Partner Loans. At the closing closing, the Members Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm effectuate the transactions contemplated hereby, including, without limitation, including the Transfer of the Company interests of the Adverse Member Partner's Interest, MinorCo Interest and Partner Loans to the Purchasing Members Partner and the assumption by each Purchasing Member Partner of each the Adverse Member’s obligation Partner's obligations with respect to the portion of the Adverse Member’s interest transferred Partner's Interest Transferred to such Purchasing MemberPartner. The reasonable Partnership and each Partner shall bear its own costs of such Transfer and closing, including, without limitation, including attorneys’ ' fees and filing fees, . The cost of determining Net Equity shall be divided equally between borne one-half by the Adverse Member Partner and one-half by the Partnership and the amount borne by the Partnership shall be treated as an expense of the Partnership for purposes of such determination. In the event that any Purchasing Members. The price at which Partner shall fail to perform its obligation to purchase hereunder on the interest scheduled closing date, and no other Purchasing Partner elects to purchase the portion of the Adverse Member is Partner's Interest, MinorCo Interest and Partner Loans thus not purchased and sold under this Section 10.03 (such election to be made by notice given to the “Buy-Sell Price” Adverse Partner within five (5) Business Days thereafter), the Adverse Partner will not be obligated to sell any portion of such interest) is ninety percent (90%) its Interest, MinorCo Interest or Partner Loans to any Purchasing Partner. If one or more of the Net Equity thereof, determined as other Purchasing Partners timely elects to purchase such portion of the Election DayAdverse Partner's Interest, unless MinorCo Interest and Partner Loans, such Purchasing Partner(s) shall be provided an additional fifteen (15) days from the Adverse Member is an Adverse Member solely because of a transfer of an interest in a Member upon the death of any Person owning, directly or indirectly, an interest in a Member, previously scheduled closing date in which event the Buy-Sell Price of such interest shall be one hundred percent (100%) of the Net Equity thereof, determined as of the Election Day. The aggregate price of all interests required to be bought and sold hereunder is the “Aggregate Buy-Sell Pricetender payment therefor.”

Terms of Purchase; Closing. The Unless the Non-Adverse Partner and the Adverse Partner otherwise agree, the closing of the purchase and sale of the Adverse Member’s interests Partner's Interest, Partner Loans (as required by Section 13.3(c)), Special Interest (as required by Section 13.3(d)) and LeasingCo Interest (as required by Section 13.3(e)), shall occur on a date and time mutually agreeable to at the Purchasing and principal office of the Adverse Members, which shall not be later than Partnership at 10:00 A.M. a.m. (local time at the place of the closing) on the first Business Day occurring on or after the sixtieth thirtieth (30th) day following the last day of the Election Period and at such place as is mutually agreeable (subject to the Purchasing Members and Adverse Member, or upon the failure to agree, at the Company’s principal place of businessSection 12.5). At the closing each Purchasing Member closing, the Non-Adverse Partner shall pay to the Adverse MemberPartner, by cash or other immediately available funds, that portion of the Buy-Sell Price of such purchase price for the -77- December 12, 1996 Adverse Member’s interest that corresponds to a fractionPartner's Interest, the numerator of which is the portion of the Aggregate Buy-Sell Price for which such Purchasing Member is liablePartner Loans, Special Interest and the denominator of which is the Aggregate Buy-Sell Price, LeasingCo Interest and the Adverse Member Partner shall deliver to each Purchasing Member the Non-Adverse Partner good title, free and clear of any liens, claims, encumbrances, security interests or options Liens (other than those granted created by this AgreementAgreement and those securing financing obtained by the Partnership) to the portion of the Adverse Member’s interest Partner's Interest, Partner Loans, Special Interest and LeasingCo Interest thus Purchased. Each Purchasing Member shall be liable only for the Purchasing Member’s individual portion of the Buy-Sell Price to Adverse Member. In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of the Adverse Member’s interest thus not purchased, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing Member. At the closing closing, the Members Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm effectuate the transactions contemplated hereby, including, without limitation, including the Transfer of the Company interests of the Adverse Member Partner's Interest, Partner Loans, Special Interest and LeasingCo Interest to the Purchasing Members Non-Adverse Partner and the assumption by each Purchasing Member the Non-Adverse Partner of each the Adverse Member’s obligation Partner's obligations with respect to the portion of the Adverse Member’s interest transferred Partner's Interest Transferred to such Purchasing MemberNon-Adverse Partner. The reasonable Partnership and each Partner shall bear its own costs of such Transfer and closing, including, without limitation, including attorneys’ ' fees and filing fees, . The cost of determining Net Equity shall be divided equally between borne one-half by the Adverse Member Partner and one-half by the Purchasing MembersNon-Adverse Partner. The price at which In the interest of event that the Non-Adverse Partner fails to perform its obligation to purchase hereunder on the scheduled closing date, the Adverse Member is purchased and sold under this Section 10.03 (Partner will not be obligated to sell its Interest, Partner Loans, Special Interest or LeasingCo Interest to the “BuyNon-Sell Price” of such interest) is ninety percent (90%) of the Net Equity thereof, determined as of the Election Day, unless the Adverse Member is an Adverse Member solely because of a transfer of an interest in a Member upon the death of any Person owning, directly or indirectly, an interest in a Member, in which event the Buy-Sell Price of such interest shall be one hundred percent (100%) of the Net Equity thereof, determined as of the Election Day. The aggregate price of all interests required to be bought and sold hereunder is the “Aggregate Buy-Sell PricePartner.”

Terms of Purchase; Closing. The Unless the Non-Adverse Partner and the Adverse Partner otherwise agree, the closing of the purchase and sale of the Adverse Member’s interests Partner's Interest, Partner Loans (as required by Section 13.3(c)), Special Interest (as required by Section 13.3(d)) and LeasingCo Interest (as required by Section 13.3(e)), shall occur on a date and time mutually agreeable to at the Purchasing and principal office of the Adverse Members, which shall not be later than Partnership at 10:00 A.M. a.m. (local time at the place of the closing) on the first Business Day occurring on or after the sixtieth thirtieth (30th) day following the last day of the Election Period and at such place as is mutually agreeable (subject to the Purchasing Members and Adverse Member, or upon the failure to agree, at the Company’s principal place of businessSection 12.5). At the closing each Purchasing Member closing, the Non-Adverse Partner shall pay to the Adverse MemberPartner, by cash or other immediately available funds, that portion of the Buy-Sell Price of such purchase price for the -77- December 12, 1996 83 Adverse Member’s interest that corresponds to a fractionPartner's Interest, the numerator of which is the portion of the Aggregate Buy-Sell Price for which such Purchasing Member is liablePartner Loans, Special Interest and the denominator of which is the Aggregate Buy-Sell Price, LeasingCo Interest and the Adverse Member Partner shall deliver to each Purchasing Member the Non-Adverse Partner good title, free and clear of any liens, claims, encumbrances, security interests or options Liens (other than those granted created by this AgreementAgreement and those securing financing obtained by the Partnership) to the portion of the Adverse Member’s interest Partner's Interest, Partner Loans, Special Interest and LeasingCo Interest thus Purchased. Each Purchasing Member shall be liable only for the Purchasing Member’s individual portion of the Buy-Sell Price to Adverse Member. In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of the Adverse Member’s interest thus not purchased, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing Member. At the closing closing, the Members Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm effectuate the transactions contemplated hereby, including, without limitation, including the Transfer of the Company interests of the Adverse Member Partner's Interest, Partner Loans, Special Interest and LeasingCo Interest to the Purchasing Members Non-Adverse Partner and the assumption by each Purchasing Member the Non-Adverse Partner of each the Adverse Member’s obligation Partner's obligations with respect to the portion of the Adverse Member’s interest transferred Partner's Interest Transferred to such Purchasing MemberNon-Adverse Partner. The reasonable Partnership and each Partner shall bear its own costs of such Transfer and closing, including, without limitation, including attorneys’ ' fees and filing fees, . The cost of determining Net Equity shall be divided equally between borne one-half by the Adverse Member Partner and one-half by the Purchasing MembersNon-Adverse Partner. The price at which In the interest of event that the Non-Adverse Partner fails to perform its obligation to purchase hereunder on the scheduled closing date, the Adverse Member is purchased and sold under this Section 10.03 (Partner will not be obligated to sell its Interest, Partner Loans, Special Interest or LeasingCo Interest to the “BuyNon-Sell Price” of such interest) is ninety percent (90%) of the Net Equity thereof, determined as of the Election Day, unless the Adverse Member is an Adverse Member solely because of a transfer of an interest in a Member upon the death of any Person owning, directly or indirectly, an interest in a Member, in which event the Buy-Sell Price of such interest shall be one hundred percent (100%) of the Net Equity thereof, determined as of the Election Day. The aggregate price of all interests required to be bought and sold hereunder is the “Aggregate Buy-Sell PricePartner.”

Terms of Purchase; Closing. The Unless the Purchasing Partners and the Adverse Partner otherwise agree, the closing of the purchase and sale of the Adverse Member’s interests Partner's Interest, MinorCo Interest (as required by Section 12.3(d)) and Partner Loans (as required by Section 12.3(c)) shall occur on a date and time mutually agreeable to at the Purchasing and principal office of the Adverse Members, which shall not be later than Partnership at 10:00 A.M. a.m. (local time at the place of the closing) on the first Business Day occurring on or after the sixtieth thirtieth (30th) day following the last day of the Election Period and at such place as is mutually agreeable (subject to the Purchasing Members and Adverse Member, or upon the failure to agree, at the Company’s principal place of businessSection 11.5). At the closing closing, each Purchasing Member Partner shall pay to the Adverse MemberPartner, by cash or other immediately available funds, that portion of the Buy-Sell Price of such purchase price for the Adverse Member’s interest that corresponds to a fractionPartner's Interest, the numerator of which is the portion of the Aggregate Buy-Sell Price MinorCo Interest and Partner Loans for which such Purchasing Member Partner is liable, liable (determined in the case of the MinorCo Interest and the denominator of which is the Aggregate Buy-Sell Price, Partner Loans in accordance with Section 12.3) and the Adverse Member Partner shall deliver to each Purchasing Member Partner good title, free and clear of any liens, claims, encumbrances, security interests or options (other than those granted created by this Agreement) Agreement and those securing financing obtained by the Partnership), to the portion of the Adverse Member’s interest Partner's Interest, MinorCo Interest and Partner Loans thus Purchasedpurchased. Each Purchasing Member Partner shall be liable to the Adverse Partner only for the Purchasing Member’s individual its allocable portion of the Buy-Sell Price to Adverse Member. In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of price for the Adverse Member’s interest thus not purchasedPartner's Interest, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing MemberMinorCo Interest and Partner Loans. At the closing closing, the Members Partners shall execute such documents and instruments of conveyance as may be necessary or appropriate to confirm effectuate the transactions contemplated hereby, including, without limitation, including the Transfer of the Company interests of the Adverse Member Partner's Interest, MinorCo Interest and Partner Loans to the Purchasing Members Partner and the assumption by each Purchasing Member Partner of each the Adverse Member’s obligation Partner's obligations with respect to the portion of the Adverse Member’s interest transferred Partner's Interest In the event that any Purchasing Partner shall fail to such perform its obligation to purchase hereunder on the scheduled closing date, and no other Purchasing Member. The reasonable costs of such Transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between Partner elects to purchase the Adverse Member and the Purchasing Members. The price at which the interest portion of the Adverse Member is Partner's Interest, MinorCo Interest and Partner Loans thus not purchased and sold under this Section 10.03 (such election to be made by notice given to the “Buy-Sell Price” Adverse Partner within five (5) Business Days thereafter), the Adverse Partner will not be obligated to sell any portion of such interest) is ninety percent (90%) its Interest, MinorCo Interest or Partner Loans to any Purchasing Partner. If one or more of the Net Equity thereof, determined as other Purchasing Partners timely elects to purchase such portion of the Election DayAdverse Partner's Interest, unless MinorCo Interest and Partner Loans, such Purchasing Partner(s) shall be provided an additional fifteen (15) days from the Adverse Member is an Adverse Member solely because of a transfer of an interest in a Member upon the death of any Person owning, directly or indirectly, an interest in a Member, previously scheduled closing date in which event the Buy-Sell Price of such interest shall be one hundred percent (100%) of the Net Equity thereof, determined as of the Election Day. The aggregate price of all interests required to be bought and sold hereunder is the “Aggregate Buy-Sell Pricetender payment therefor.”