Examples of Xxxxxxx Members in a sentence
The Xxxxxxx Members hereby grant to Paladin the right and option to purchase all of the Interests of the Xxxxxxx Members (the “Purchase Option”) for the purchase price determined in accordance with Section 6.05(b) (the “Option Price”) and otherwise upon and subject to the following terms and conditions of this Section 6.05.
Paladin may appoint a replacement representative at any time and from time to time for any one or more of the representatives it designated by giving written notice of such replacement to the Xxxxxxx Members, which replacement shall be effective upon the giving of such notice.
If either Paladin or the Xxxxxxx Members fail to appoint a Qualified Appraiser within the time period specified above and after the expiration of five (5) days following the Effective Date of written demand that a Qualified Appraiser be appointed, the Qualified Appraiser duly appointed by the Member making such demand to appoint such Qualified Appraiser shall proceed to make the appraisal as herein set forth, and the determination thereof shall be conclusive on all the Members.
To the extent such releases cannot be obtained by Paladin, Paladin shall indemnify, defend, protect and hold the Xxxxxxx Members (and such Affiliates) wholly free and harmless from and against any and all claims, liabilities, causes of action, liens, charges, and all other matters arising from such liabilities or guarantees, arising subsequent to the Effective Date of such removal.
The Company and each Member are not represented by separate counsel; provided, however, in connection with the formation of the Company and the drafting and negotiation of this Agreement, (i) Paladin (and not the Company or any Xxxxxxx Member) has been represented separately by King & Spalding LLP and (ii) the Xxxxxxx Members (and not the Company or Paladin) has been represented separately by White Xxxx Xxxxxx March Xxxxxxx & Weisenfels, a Professional Corporation.
Within fifteen (15) days after the expiration of such thirty (30) day period, Paladin shall select one (1) Qualified Appraiser and shall notify the Xxxxxxx Members in writing of such selection.
If the Interest of the Selling Member is purchased by the Purchasing Member pursuant to this Article 7, then, effective as of the closing for such purchase, (i) the Selling Member shall withdraw as a Member of the Company, and (ii) if the Selling Member is the Xxxxxxx Members, then Xxxxxxx Management shall be automatically removed as the Operating Member of the Company.
In connection with obtaining any financing, it is expected that the Xxxxxxx Members and their respective Affiliates shall provide such repayment and “carve-out” guarantees that are customarily requested, and on such terms and conditions as are customarily requested, by lenders with respect to similar projects of similar size, type and location.
Within fifteen (15) days following the Effective Date of such notice from Paladin, the Xxxxxxx Members (acting together as one Person) shall either agree to the Qualified Appraiser selected by Paladin or select a second (2nd) Qualified Appraiser and give written notice to Paladin of the Person so selected.
The Purchase Option may be exercised at any time and from time to time after the first anniversary of the date of this Agreement by written notice from Paladin to the Xxxxxxx Members (the “Option Notice”).