Common use of Authorization to Sell Clause in Contracts

Authorization to Sell. With respect to the rights of first offer triggered pursuant to Section 8.1 above, if (i) the applicable Exercise Period has expired and the Other Member has not delivered a First Offer Exercise Notice or (ii) the Other Member shall default in the acquisition of the Offered Interest after delivering a First Offer Exercise Notice (the date either such events occur, the “Authorization Date”), the Electing Member, shall have the right, without the consent of the Other Member, on behalf of the Company and any Subsidiary, to cause the Managing Member to enter into an arms’ length contract of sale for the sale of the Project to the type of Person specified in the notice of the Trigger Sale (i.e., if the purchaser specified in the notice would be a permitted transferee under the terms of the Loan Documents (whether as a matter of right or, to the extent a loan assumption is provided for in the Loan Documents, by obtaining Lender, rating agency or other approval), the purchaser shall be required to assume the Loan; otherwise, the Company (through its Subsidiaries) shall be required to pay any applicable prepayment premiums, defeasance charges or similar fees), on such terms and conditions as the Electing Member shall determine in its sole discretion, provided, however, that, (a) the price shall not be lower than the Proposed Asset Purchase Price by more than Fifty Million and 00/100 Dollars ($50,000,000.00), (b) such sale is consummated within one hundred eighty (180) days after the Authorization Date (subject to normal and customary extensions), and (c) the sale of the Amenities Property, or the sale of the loans evidenced and/or secured by the Amenities Loan Documents, shall be structured as a sale of the direct and indirect membership interests in Amenities Membership Owner, and not a sale of the fee title to the Amenities Property or of such loans themselves (collectively, the “Sale Conditions”). The sale shall be conducted using a Qualified Sales Broker. If any of the Sale Conditions are not satisfied, then the Electing Member shall again be required to comply with the notice and right of first offer set forth in Section 8.1. The Managing Member shall deliver to the Members promptly after execution and delivery thereof, a true, correct and complete copy of the sale contract.

Authorization to Sell. With respect to the rights of first offer triggered pursuant to Section 8.1 above, if If (i) the applicable Exercise Period has expired and Electing Member shall have authorized the Other Proposing Member has not delivered a First Offer Exercise Notice to attempt to sell the ROFO Class B Property Interests or (ii) by the Other Member shall default in the acquisition expiration of the Offered Interest after delivering a First Offer Exercise Notice (the date either such events occur, the “Authorization Date”), the Electing Member, shall have the right, without the consent of the Other Member, on behalf of the Company and any Subsidiary, to cause the Managing Member to enter into an arms’ length contract of sale for the sale of the Project to the type of Person specified in the notice of the Trigger Sale (i.e., if the purchaser specified in the notice would be a permitted transferee under the terms of the Loan Documents (whether as a matter of right or, to the extent a loan assumption is provided for in the Loan Documents, by obtaining Lender, rating agency or other approval), the purchaser shall be required to assume the Loan; otherwise, the Company (through its Subsidiaries) shall be required to pay any applicable prepayment premiums, defeasance charges or similar fees), on such terms and conditions as Response Period the Electing Member shall determine in its sole discretionneither (A) authorizes the Proposing Member to attempt to sell the ROFO Class B Property Interests, provided, however, that, nor (aB) elects to purchase ROFO Class B Property Interests by delivering the price shall not be lower than Election and opening the Proposed Asset Purchase Price by more than Fifty Million and 00/100 Dollars ($50,000,000.00), (b) such sale is consummated within one hundred eighty (180) days after the Authorization Date (subject to normal and customary extensions), and (c) the sale of the Amenities Property, or the sale of the loans evidenced and/or secured by the Amenities Loan Documents, shall be structured as a sale of the direct and indirect membership interests in Amenities Membership Owner, and not a sale of the fee title to the Amenities Property or of such loans themselves (collectively, the “Sale Conditions”). The sale shall be conducted using a Qualified Sales Broker. If any of the Sale Conditions are not satisfiedescrow account called for above, then the Electing Member shall again be required deemed to comply with have authorized and have approved the notice and right ROFO Trigger Sale to any party (including a Member or its Related Persons) for a price not less than ninety-five percent (95%) of first offer the purchase price set forth in Section 8.1the Acceptable Offer and otherwise pursuant to terms no less favorable to the Members than those set forth in the Acceptable Offer. In the event the Electing Member authorizes or is deemed to have authorized the ROFO Trigger Sale pursuant to the terms described above, and the Proposing Member thereafter obtains or finalizes a bona fide offer for the purchase of the ROFO Class B Property Interests from any party (including any Member or its Related Persons) for a price which is not less than ninety-five percent (95%) of the purchase price set forth in the Acceptable Offer and otherwise upon terms no less favorable to the Members than those set forth in the Acceptable Offer, the Proposing Member may (on behalf of all the Members and the Company) consummate the ROFO Trigger Sale on such terms, without the requirement of any consent or approval of the Executive Committee or any consent or approval of the Electing Member, provided the Proposing Member shall have entered into (on behalf of all the Members and the Company) a binding contract for the ROFO Trigger Sale within 180 calendar days after the date on which the Electing Member authorized or was deemed to have authorized such ROFO Trigger Sale, and such ROFO Trigger Sale must be consummated within 240 calendar days after the date on which the Electing Member authorized or was deemed to have authorized such ROFO Trigger Sale (in each case, subject to normal and customary extensions of not more than an additional 60 calendar days). The Managing failure of the Proposing Member to enter into such binding contract within the 180-day period referred to in the immediately preceding sentence (as the same may be extended as set forth above) or the failure of such ROFO Trigger Sale to occur within the 240 calendar days referred to in the immediately preceding sentence (as the same may be extended as set forth above) shall require the Proposing Member to deliver to the Members promptly after execution and delivery thereofElecting Member another Acceptable Offer in accordance with the terms of this Section 7.09 prior to going to market to sell, a trueexchange, correct and complete copy transfer, assign or otherwise dispose of the sale contractROFO Class B Property Interests.