Examples of Adverse Member in a sentence
If following the completion of the procedure set forth in this Section 12.2(b), all of the Units of the Adverse Member are not designated for sale to the Company and/or the Purchasing Members, the Adverse Member shall be under no obligation to sell any Units pursuant to this ARTICLE XII.
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.
Such notice shall designate the First Appraiser as required by Section 10.05 hereof and the Adverse Member shall appoint the Second Appraiser within ten (10) Business Days of receiving such notice designating the First Appraiser.
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 cost of determining Net Equity shall be borne one-half by the Adverse Member and one-half by the Company and the amount borne by the Company shall be treated as an expense of the Company for purposes of such determination.
The Election Notice shall designate the First Appraiser and the Adverse Member shall appoint the Second Appraiser within ten Business Days of receiving the Election Notice.
The cost of determining Net Equity Value shall be borne one-half by the Adverse Member and one-half by the Company.
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.
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Following the giving of such Election Notice, the Net Equity Value of the Adverse Member’s Units shall be determined as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which the Election Notice is given, and the Adverse Member shall be obligated to sell all but not less than all of the Adverse Member’s Units in accordance with this Section 12.2 and subject to Section 11.10 above.