Marketing Right. (a) At any time on or after the fourth anniversary of the effective date of this Agreement, each Member shall have the right (the "MARKETING RIGHT") to market or require the Manager to market all of the Properties for Disposition for the purposes of dissolving and liquidating the Company upon such Disposition. A Member may exercise its Marketing Right by sending the Manager a written notice (the "MARKETING NOTICE") which states that the Member (the "TRIGGERING MEMBER") has exercised its Marketing Right. If there is a Change of Control of Storage or Storage REIT before the fourth anniversary of the effective date of this Agreement, Storage or Storage REIT, as applicable shall promptly notify Investor of the occurrence of such Change of Control. Investor may exercise its Marketing Right by providing the Marketing Notice to the Manager and to Storage within thirty (30) days after the effective date of Change of Control of Storage REIT (or, if later, within thirty (30) days after receipt of notice of such Change of Control from Storage or Storage REIT). Within (60) days after the Manager's actual receipt of the Marketing Notice, the Company shall establish the Fair Market Value of the Properties. Within two (2) Business Days after the Valuation Date, the Company shall notify the Triggering Member of the Cash Amount and the REIT Shares Amount and shall provide the Triggering Member with all information necessary to review and understand the calculations of such amounts. The Triggering Member may rescind its Marketing Notice by delivering a notice of rescission to the Manager within two (2) Business Days of its receipt of such information, in which event the Triggering Member shall reimburse the Company for any and all costs and expenses incurred by the Company in connection with the determination of the Fair Market Value of the Properties. Storage and Investor shall each be permitted to rescind only one Marketing Notice pursuant to this subsection (a) during any twelve-month period.
Marketing Right. Subject always to Section 14.6 hereof, at any time there exists a Major Dispute, in which case either Member may be an initiating party, or at any time after the Commitment Termination Date, in which case either Member may be an initiating party, or in the event Bankruptcy shall occur or exist with respect to a Member (or in the case of the Developer Member, SUSA) in which case the other Member may be the initiating party, or at any time a Removal Event has occurred or exists with respect to the Developer Member, in which case only the GECC Member may be the initiating party, or in the event of an Unpermitted Transfer, in which case only the non-transferring Member may be the initiating party, or at any time there should exist a Project Capital Contribution Default or an Additional Capital Contribution Default Event, in which case only the non-defaulting Member may be the initiating party, or at any time the Marketing Right is exercised under the Other Company LLC Agreement, in which case only the Member exercising the Marketing Right under the Other Company LLC Agreement may be the initiating party of the Marketing Right under this Agreement, then the Member which is permitted to be the initiating party under this Section 14.1, may exercise its right to initiate the provisions of this Article 14 (the "Marketing Right"). The Member desiring to exercise the Marketing Right (the "Moving Member") shall do so by giving notice (the "Marketing Notice") to the other Member setting forth a statement of intent to invoke its rights under this Article 14 and stating therein (i) the names of three (3) nationally recognized investment banking firms or real estate investment brokers, not an Affiliate of the Moving Member, selected from the list of such firms attached hereto as Schedule 14.1 (as such list may be amended from time to time as hereinafter provided), which the Moving Member proposes to retain on behalf of the Company to manage and oversee the sale of all or substantially all of the Projects then owned by the Company and its Subsidiaries, together with a copy of each such firm's proposal describing the services to be undertaken by such firm and the compensation that would be payable to such firm in connection with any such transaction, and (ii) the material terms on which such sale would be effected (including a sales price, method of payment, anticipated closing date measured from the date of any to-be-executed contracts, and whether the Project would be off...
Marketing Right. If, at any time after the second (2nd) anniversary of this Agreement, the Members disagree on a transaction or business strategy requiring approval under Xxxxxxx 0.0(x), (x), (x), (x), (x), (x), (x), (x), (x), (x), (x) or (z), and the disagreement is not resolved after following the procedures set forth in Section 6.3(b) (a “Dispute”), (i) if the Dispute relates to one or more Projects (a “Project Dispute”) and the Dispute remains unresolved three (3) months following the date of completion of the mediation proceedings described in Section 6.3(b), or remains unresolved for a shorter time period if the Company or a Member would reasonably be likely to be in material default under contractual arrangements to which it is a party prior to the date that is three (3) months following the date of completion of the mediation proceedings, then a Member may send a Project Marketing Notice as provided in Section 9.3 and (ii) if the Dispute does not relate to a Project, and the Dispute remains unresolved twelve (12) months following the date of completion of the mediation proceedings described in Section 6.3(b), or remains unresolved for a shorter time period if the Company or a Member would reasonably be likely to be in material default under contractual arrangements to which it is a party prior to the date that is twelve (12) months following the date of completion of the mediation proceedings, a Member may elect to dissolve the Company and send a Portfolio Marketing Notice as provided in Section 9.2. In either case, the sending Member must have attempted in good faith to resolve the Dispute pursuant to Section 6.3(b).
Marketing Right. SECTION 22.1. INVESTOR MEMBER'S MARKETING RIGHT.
Marketing Right. 52 SECTION 9.5. INSOLVENCY OF A MEMBER..............................57 SECTION 9.6. ASSIGNEES...........................................60 SECTION 9.7.
Marketing Right. Samsung agrees to manufacture and sell the Products to JetFax on an OEM basis. If Samsung has not entered into any OEM contract to supply the Products to a third party for sale in the United States at the time JetFax wishes to first place an order for the Products, JetFax and Samsung shall negotiate an agreement with mutually agreeable terms for such sales. If at any time, Samsung enters into an agreement to supply the Products to any third party for sale in the United States on terms more favorable than those then currently in the agreement between JetFax and Samsung, Samsung shall offer in writing to sell the Products on the more favorable terms to JetFax. JetFax's rights under this section shall not prevent Samsung from selling the Product to other OEMS.
Marketing Right. The Parties hereby agree to reasonably cooperate in good faith with one another in connection with Parent's and its Affiliates' (a) marketing for the potential sale of one or more of the Company Properties by the Surviving Entities and, (b) to the extent practicable, the sale of such properties concurrently with the Closing; provided that Parent shall bear all costs incurred by the Parties in connection with any actions taken by the Parties in furtherance of this Section 6.3; provided, further, that neither Company nor any of its Affiliates shall be liable for any Actions brought by any third party in connection with the marketing or sale of any such properties contemplated by this Section 6.3 and Parent shall, to the maximum extent permitted by applicable law, indemnify, defend and hold harmless Company and its Affiliates from and against any and all losses, costs, expenses, damages and liabilities suffered or incurred by Company or any of its Affiliates in connection with, resulting from or arising out of any such Action; provided, further, that no marketing or sale activities contemplated by this Section 6.3 shall delay or postpone the Closing.
Marketing Right. 84 Section 14.1
Marketing Right. 74 Section 14.2 Right of Either Member to Bid ................. 75 Section 14.3 Sale By the Company ........................... 75 Section 14.4 Changes to Schedule 14.1 ...................... 75 Section 14.5 Operations in Pre-Closing Period .............. 75 Section 14.6 REIT Limitation ............................... 76 Section 14.7 Suspension of Rights Under Articles 12 and 13 . 76 Section 14.8 Changes in Distribution Rights ................ 76 ARTICLE 15
Marketing Right. 62 SECTION 22.1. INVESTOR MEMBER'S MARKETING RIGHT.....................................62 SECTION 22.2. MANAGING MEMBER'S PURCHASE RIGHT......................................62 SECTION 22.3. MANAGING MEMBER'S RIGHT TO MARKET/PURCHASE............................63 SECTION 22.4. FMV...................................................................63 SECTION 22.5. FAILURE TO SELL FACILITY..............................................64 SECTION 22.6. MANAGING MEMBER PURCHASE OF FACILITY OWNER............................64 SECTION 22.7. SUSPENSION OF BUY-SELL OPTION.........................................64
