Common use of Buy-Out Clause in Contracts

Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) (the "Purchasing Partner") to purchase the Partnership Interests of any Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing brokerage or other contracts of the Partnership. Such present value shall be determined by either Xxxx X. Xxxx Company of Pittsburgh, Pennsylvania, Xxxxx Engineering Company of Beckley, West Virginia, or Xxxx Xxxx Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfer. The selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership Interest.

Buy-Out. Any Partner that elects pursuant to Section 10.2 (b------- 10.__(b) (the "Purchasing Partner") to purchase the Partnership Interests of any other Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he the provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing sales, brokerage or other contracts of the Partnership. Such present value shall be determined by either Xxxx X. Xxxx Company of or Pittsburgh, Pennsylvania, Xxxxx Ga____ Engineering Company of Beckley, West Virginia, or Xxxx Xxxx Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the Selling Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfertransfer. The selling Selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership Interest.

Buy-Out. Any Partner that elects pursuant to Section 10.2 (b) ___ ------- (the "Purchasing Partner") to purchase the Partnership Interests of any other Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he the provisions of the notice relating to such date. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each _____of the two preceding years plus five percent) of the then existing ongoing sales, brokerage or other contracts of the Partnership. Such present value shall be determined by either Xxxx X. Xxxx Company of or Pittsburgh, Pennsylvania, Xxxxx _____Engineering Company of Beckley, West Virginia, or Xxxx Xxxx Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payable, at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership Interest, or within five years thereafter in equal annual installments payable on the date of such transfer _______ and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.66.5. The Partnership Interest to be acquired by the Purchasing Partner shall include all of the _______ Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfertransfer. The selling Selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver _____ such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership Interest.

Buy-Out. Any Partner that elects pursuant to Section 10.2 (b------- 10.2(b) (the "Purchasing Partner") to purchase the Partnership Interests of any other Partner and its Affiliates (collectively, the "Selling Partner") shall exercise its election to acquire such Partnership Interests by notice to the Selling Partner setting forth such election and the grounds upon which such Partner is entitled to make such election, and the date (which shall not be earlier than 90 nor later than 120 days after the date such notice is given) upon which such Partnership Interest Interests shall be transferred from the Selling Partner to the Purchasing Partner. The Selling Partner shall be bound by :he the provisions of the notice relating to such dateelection. The purchase price for such transfer shall be the book value of the Partnership Interests to be purchased, without giving effect to good will, but including the present value (discounted at a rate equal to the average of the Prime Rate for each of the two preceding years plus five percent) of the then existing ongoing sales brokerage or other contracts of the Partnership. Such present value shall be determined by either Xxxx X. Xxxx Company of or Pittsburgh, Pennsylvania, Xxxxx Gates Engineering Company of Beckley, West Virginia, or Xxxx Xxxx Company of Chicago, Illinois. The Selling Partner and the Purchasing Partner shall each eliminate one of such firms and the remaining firm shall be requested to make a determination of such present value. The expenses of such determination shall be paid by the Partnership. The purchase price shall be payablepayable , at the option of the Purchasing Partner, in cash on the date of transfer of the Partnership InterestInterests, or within five years thereafter in equal annual installments payable on the date of such transfer and thereafter on each succeeding anniversary of such date, together with interest from the date of such transfer on any unpaid portion of the purchase price at a rate equal to the Prime Rate plus one percent, provided that the rate of interest shall in no event exceed the maximum amount permitted by applicable law and that the Purchasing Partner shall be entitled to offset against such purchase price any amounts owed to it by the Selling Partner pursuant to Section 4.6. The Partnership Interest Interests to be acquired by the Purchasing Partner shall include all of the Selling Partner's rights and interest under this Agreement. The transfer of Partnership Interests to the Purchasing Partner pursuant to this Section 10.3 shall relieve the Selling Partner of all obligations to the Partnership or to the Purchasing Partner other than for those resulting from events occurring prior to the effective date of such Transfertransfer. The selling Selling Partner agrees, from time to time at the request of the Purchasing Partner, at or after the date of such transfer, to execute and deliver such instruments of conveyance, assignment, transfer and consent as may be required or advisable for the effective conveyance and transfer of any of the business, properties, name, good will, assets and rights included in such Partnership InterestInterests.