Sell-Out Price definition
Examples of Sell-Out Price in a sentence
The buying Member shall be obligated to purchase and the selling Member shall obligated to sell the selling Member’s Entire Membership Interest for the Buy-Out Price or Sell-Out Price and on the other terms in the Buy-Sell Election Notice.
The Buy-Sell Notice shall constitute a demand that the Buy-Sell Non-Triggering Member either: (x) purchase the Buy-Sell Triggering Member’s Entire LLC Interest at the Sell-Out Price or (y) sell to the Buy-Sell Triggering Member the Buy-Sell Non-Triggering Member’s Entire LLC Interest at the Buy-Out Price.
Any difference between the Buy-Out Price and the Sell-Out Price shall be based solely on the distributions the Members would be entitled to receive pursuant to Section 11.4 as if the LLC were liquidating or dissolving and the Property was sold free and clear of all liabilities secured by the Property at a price equal to the Property Valuation.
If the Responding Member so elects to purchase the Offering Member’s Membership Interest, the Escrow Agent shall return the Offering Member’s deposit to the Offering Member, and the Offering Member shall be obligated to sell its Membership Interest to the Responding Member on the terms and conditions stated in the Buy-Sell Notice, except that the Sell-Out Price shall be reduced by ten percent (10%).
The entire price (i.e., the Offered Price, or the Sell-Out Price, as the case may be) shall be payable in cash at the closing of such sale.
Any difference between the Buy-Out Price and the Sell-Out Price shall be based solely on the distributions the Members would be entitled to receive pursuant to Section 11.4 as if the LLC were liquidating or dissolving and the Property was sold free and clear of all liabilities secured by the leasehold interest in the Property (other than the Loan) at a price equal to the Leasehold Valuation.
If the Responding Member obtains a judgment compelling the sale of the Offering Member’s Membership Interest to the Responding Member, the Sell-Out Price shall be reduced by the sum of (i) ten percent (10%) of the Sell-Out Price set forth in the Buy-Sell Notice and (ii) the reasonable attorneys’ fees and disbursements incurred by the Responding Member in securing a judgment compelling the sale of the Offering Member’s Membership Interest to the Responding Member.