Common use of Break-Up Clause in Contracts

Break-Up. (a) If (i) the Company has had positive aggregate Net Operating Profit from the Effective Date of this Agreement through the applicable date, (ii) the ▇▇▇▇▇▇ Member Group has paid all Claw Back Amounts, if any, which the ▇▇▇▇▇▇ Member Group is required to pay pursuant to Section 3.5 of this Agreement, (iii) the Hold Period shall have expired, and (iv) JBGL and the JBGL Entities have elected not to make loans to the Company and/or its Subsidiaries for home construction projects budgeted in the Current Company Budget and Plan and the Funding Amount outstanding is less than the Minimum Funding Amount in effect at such time, then, at any time while such conditions in subparts (i), (ii), (iii), and (iv) of this sentence exist, for a period of sixty (60) days thereafter (the “Break Up Buy-Sell Period”) either the JBGL Member Group or the ▇▇▇▇▇▇ Member Group may send a Buy-Sell Notice in accordance with Section 5.1(c) hereof. The party which shall send the first Buy-Sell Notice shall be deemed to be the Offeror Member Group and shall have all rights and obligations of the Offeror Member Group and the recipient of such first sent Buy-Sell Notice shall be deemed to be the Offeree Member Group and shall have all rights and obligations of the Offeree Member Group.

Break-Up. (a) If (i) the Company has had positive aggregate Net Operating Profit from the Effective Date of this Agreement through the applicable date, (ii) the ▇▇▇▇▇▇▇▇▇▇▇ Member Group has paid all Claw Back Amounts, if any, which the ▇▇▇▇▇▇▇▇▇▇▇ Member Group is required to pay pursuant to Section 3.5 of this Agreement, (iii) the Hold Period shall have expired, and (iv) JBGL and the JBGL Entities have elected not to make loans to the Company and/or its Subsidiaries for home construction projects budgeted in the Current Company Budget and Plan and the Funding Amount outstanding is less than the Minimum Funding Amount in effect at such time, then, at any time while such conditions in subparts (i), (ii), (iii), and (iv) of this sentence exist, for a period of sixty (60) days thereafter (the “Break Up Buy-Sell Period”) either the JBGL Member Group or the ▇▇▇▇▇▇▇▇▇▇▇ Member Group may send a Buy-Sell Notice in accordance with Section 5.1(c) hereof. The party which shall send the first Buy-Sell Notice shall be deemed to be the Offeror Member Group and shall have all rights and obligations of the Offeror Member Group and the recipient of such first sent Buy-Sell Notice shall be deemed to be the Offeree Member Group and shall have all rights and obligations of the Offeree Member Group. Upon the expiration of the Break Up Buy-Sell Period in the event neither party sent the Buy-Sell Notice pursuant to Section 9.3(a) or if the Agreement terminates or the Company elects to dissolve in the Breakup Buy-Sell Period, then JBGL shall pay a total amount equal to $250,000.00 to the ▇▇▇▇▇▇▇▇▇▇▇ Member Group (the “Break Up Fee”). (b) Notwithstanding the foregoing, the right of either party to send the Buy-Sell Notice pursuant to Section 9.3(a) shall expire and terminate on the earliest to occur of (i) the date of the termination of this Agreement, (ii) the date of the occurrence of a Dissolution Event, (iii) the date either the ▇▇▇▇▇▇▇▇▇▇▇ Member Group or the JBGL Member Group is no longer a Member of the Company, (iv) the date that is five (5) years after the Effective Date hereof, or (v) the date of the occurrence of a Buy-Sell Event as to any member of the ▇▇▇▇▇▇▇▇▇▇▇ Member Group, unless declared pursuant to Section 9.3(a) hereof. Furthermore, in no event shall the Break-Up Fee be paid more than once. (c) Following the end up the Break Up Buy-Sell Period and in the event neither party sent the Buy-Sell Notice pursuant to Section 9.3(a), if during the period of September 15 through November 15 (inclusive) of any calendar year (the “Yearly Window”) JBGL and the JBGL Entities have elected not to make loans to the Company and/or its Subsidiaries for home construction projects budgeted in the Current Company Budget and Plan and the Funding Amount outstanding is less than the Minimum Funding Amount in effect at such time, then at any time while such Minimum Funding Amount is not in place during the Yearly Window, either the JBGL Member Group or the ▇▇▇▇▇▇▇▇▇▇▇ Member Group may send a Buy-Sell Notice in accordance with Section 5.1(c) hereof. The party which shall send the first Buy-Sell Notice shall be deemed to be the Offeror Member Group and shall have all rights and obligations of the Offeror Member Group and the recipient of such first sent Buy-Sell Notice shall be deemed to be the Offeree Member Group and shall have all rights and obligations of the Offeree Member Group. (d) Notwithstanding the foregoing, the right of either party to send the Buy-Sell Notice pursuant to Section 9.3(c) shall expire and terminate on the earliest to occur of (i) the date of the termination of this Agreement, (ii) the date of the occurrence of a Dissolution Event, (iii) the date either the ▇▇▇▇▇▇▇▇▇▇▇ Member Group or the JBGL Member Group is no longer a Member of the Company, or (v) the date of the occurrence of a Buy-Sell Event as to any member pursuant to Section 5.1 (c)(i-xi).