Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.
Buy-Sell. A Member wishing to sell his Membership Interest other than in accordance with Section below may not do so without first making an offer to sell such Membership Interest to the other Members in the manner described below. In the event that any Member shall receive a bona fide offer to sell his Membership Interest from a third party, such Member shall promptly notify all other Members in writing of the terms of such bona fide third party offer. The remaining Members may elect to purchase the Membership Interest for which the bona fide third party offer has been made upon the same terms as the bona fide third party offer by providing the selling Member with written notice of such election within thirty (30) days of notice of the terms of the bona fide third party offer. In the event that more than one Member desires to exercise such right to purchase, then the portion of the Membership Interest each will purchase shall be computed by dividing the Applicable Percentage of each purchasing Member by the total Applicable Percentages of all purchasing Members and multiplying the result by the Applicable Percentage being sold by the selling Member. In the event that the remaining Members do not elect to purchase all of the Membership Interest of the selling Member covered by the terms of the bona fide third party offer, then the selling Member may, following the expiration of the term of the right of first refusal, proceed with the sale of the Membership Interest to the third party. If any sale to a third party is not consummated within forty-five (45) days after the expiration of the thirty (30) day period mentioned in Section below, the sale of the Membership Interest shall again become subject to the terms of Section below. In the event that an assignee who has not been admitted to the Company wishes to sell the Membership Interest assigned to him, he shall first offer the same to the Member(s) who assigned such Membership Interest to him, in the same manner as a Member wishing to sell his Membership Interest must first offer the same to the other Members, and otherwise in accordance with the principles of the preceding provisions of this Section below. Any purchaser of a Membership Interest transferred in accordance with Section below shall be admitted to the Company as a Member in respect of such Membership Interest, and each Member hereby consents to the admission of such purchaser to the Company, in the place and stead of the seller, provided that the purch...
Buy-Sell. (a) Following foreclosure of the Pledged Interests by the Administrative Agent, pursuant to the Security Agreement, on as much of the Pledged Interests as Administrative Agent may foreclose on expeditiously and without opposition in accordance with the provisions of the Security Agreement, or, at the Administrative Agent’s election, following an Event of Default under the Loan Agreement and concurrently with the Administrative Agent’s exercise of remedies under the Security Agreement, Administrative Agent may exercise at any time the rights set forth in this Agreement. (For purposes of this Agreement, “foreclosure” shall include any transfer in lieu of foreclosure.)
Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.
Buy-Sell. (a) If a Major Decision Dispute occurs at any time after to the date that is twelve (12) months following the Substantial Completion Date (such period, the "Lockout Date"), then each Member (in either case, the "Offeror"), may make an offer in writing to the other Member (the other Member, the "Offeree"), which shall state an amount (the "Buy-Sell Value") determined in the sole and absolute discretion of the Offeror that the Offeror believes is the value of the Assets. An offer made pursuant to this Section 11.1 shall constitute an irrevocable offer by the Offeror to the Offeree either (I) to sell all, but not less than all, of the Offeror's interest in the Company to the Offeree or (II) to purchase all, but not less than all, of the Offeree's interest in the Company. The Offeree shall have thirty (30) days after receipt of an offer made pursuant to this Section 11.1(a) to elect either (x) to sell its interest in the Company to the Offeror for a price equal to the amount the Offeree would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii), or (y) to buy the Offeror's interest in the Company at a price equal to the amount the Offeror would have received if the Company caused all of the Assets to be sold to a third party for the Buy-Sell Value on the Buy-Sell Closing Date and distributed the resulting Net Proceeds (and any other funds then held by the Company and the Subsidiaries) pursuant to Section 6.2, assuming that no reserves are established pursuant to Section 6.2(a)(ii). If the Offeree fails to make such an election within thirty (30) days after receipt of an offer under this Section 11.1(a), the Offeree shall be deemed to have elected to sell its interest in the Company. The sale of a Member's interest in the Company pursuant to this Section 11.1(a) shall proceed in accordance with Section 11.1(b). The Manager shall disclose to the Members, within 15 days of the offer made pursuant to this Section 11.1(a), all information concerning the Property and any other Assets that the Members requests, and the failure of the Manager to make such disclosure shall be deemed a material breach by the Manager of its obligations under this Agreement.
Buy-Sell. Each of the following events shall constitute a “Buy-Sell Event” for purposes of this Agreement:
Buy-Sell. (a) Any time after the date that is twenty-four (24) months after Completion of the Project, either Woodfield or CNL may make an offer to purchase the other’s Entire Interest or sell its Entire Interest for such purchase price (which shall be payable in cash at the closing of any such transaction) and on such terms as such Member (the “Proposer”) may propose in a notice (the “Sale Proposal”) to the other Member (the “Responding Member”). The Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest.
Buy-Sell. Neither Borrower nor any Affiliate of Borrower shall consummate a buy/sell transaction with respect to the Asset pursuant to the Co-Lender Agreement, under which Borrower or such Affiliate is the buyer, unless prior to consummation of such buy/sell transaction: Borrower or such Affiliate either (i) pledges its additional purchased interest in the Underlying Loan (the “Additional Underlying Loan Interest”) to Lender pursuant to pledge and collateral assignment documentation acceptable to Lender and executes and/or delivers with respect to such Additional Underlying Loan Interest all of the documents required pursuant to Schedule 5 attached hereto, or (ii) executes a letter agreement with Lender pursuant to which Borrower or such Affiliate agrees that, with respect to its Additional Underlying Loan Interest, it will not exercise any voting or consent rights, which letter shall be in form and substance acceptable to Lender. Upon consummation of such a buy/sell transaction, Borrower may prepay the entire Loan (without payment of the Exit Fee provided such prepayment of the Loan is made within ninety (90) days following the acquisition by Borrower or such Affiliate of the Additional Underlying Loan Interest, but with payment of the Exit Fee if such prepayment of the Loan occurs after the end of such ninety (90) day period unless payment of the Exit Fee is otherwise not then required under the terms of this Loan Agreement). If Borrower or any applicable Affiliate thereof subsequently sells any such additional purchased interest in the Underlying Loan to a bona-fide purchaser, who is not an Affiliate of Borrower, (A) any pledge and lien thereon granted to Lender pursuant clause (i) above shall be released by Lender in connection with such subsequent sale of such interest, at Borrower’s sole cost and expense, and (B) from and after the date of any such sale of such interest, any letter agreement delivered by Borrower or its Affiliate pursuant clause (ii) above shall be terminated and of no further force or effect.
Buy-Sell. (a) Either Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the Buy/Sell Effective Date (as hereinafter defined) through and including the Standstill Expiration Date. Anything herein to the contrary notwithstanding, buy/sell procedures may not be instituted more than once with respect to any Partnership (except that the delivery of a Buy/Sell Offer that is rescinded pursuant to section 4.2(d) hereof shall not constitute the institution of buy/sell procedures for this purpose). Such buy/sell procedures shall cover, in the case of Olympia, all Units of a Partnership acquired by Olympia and/or any Permitted Transferee pursuant to an Offer (other than Units purchased by Presidio upon exercise of the Call Option) and all other Units owned by Olympia or any affiliate of Olympia at the time the buy/sell procedures are initiated (collectively, the "Olympia Covered Units") and, in the case of Presidio, all Units of such Partnership acquired by Presidio or any affiliate of Presidio upon exercise of the Call Option (collectively, the "Presidio Covered Units").
Buy-Sell. As provided in this Section, each Member may initiate the operation of the buy/sell provisions set forth on Exhibit G hereto (the “Buy/Sell Provisions”), by such electing party giving written notice (the “Buy/Sell Initiation Notice”) to the other Member; provided, such election may be made by the X Member only following the occurrence of a Trigger Event or a Deadlock and may be made by the Y Member following the occurrence of a Deadlock or if the Removal has occurred, and; provided, further, however, that a Member may not initiate the Buy/Sell Provisions if the Buy/Sell Provisions are then in effect with respect to a prior Buy/Sell Initiation Notice. The Member triggering such right shall be the “Initiating Member” and the other Member shall be the “Responding Member” for the purposes of the Buy/Sell Provisions. Following the election of the Buy/Sell Provisions as provided in this Section 11.5, the Members shall follow and comply with the Buy/Sell Provisions set forth on Exhibit G, which Buy/Sell Provisions are incorporated into this Section 11.5 by reference. For purposes of this Section 11.5, a “Deadlock” shall mean, and be deemed to have occurred, if the Members cannot agree on a Major Decision as required under this Agreement and such lack of agreement continues for more than sixty (60) days after the matter was first considered by the Members or proposed for approval and such Major Decision has not been withdrawn for consideration. Notwithstanding anything in this Section 11.5 to the contrary, to the extent that any realty transfer tax is imposed by the [Commonwealth of Pennsylvania and/or the City of Philadelphia] as a result of the Buy/Sell Provisions or a buy/sell transfer made pursuant to the Buy/Sell Provisions, the Members hereby agree that such transfer tax shall be the responsibility of the Initiating Member.
