Buy-Sell Clause Samples

Buy-Sell. Subject to the terms and conditions set forth herein, LMLP hereby agrees: (I) to sell LMLP's Percentage Interest to Inland (the “LMLP Interest Sale”) on October 1, 2012 (the “Buy/Sell Closing Date”) for a purchase price (the “LMLP Interest Purchase Price”) equal to (1) $219,838,376, plus (2) the accrued and unpaid interest and outstanding principal balance on the Buy/Sell Closing Date on any Priority Loans made by LMLP, plus (3) if the Partnership fails to pay to LMLP any Preferred Equity Return and/or LMLP Priority Return on a Distribution Date, the return that would accrue on such unpaid Preferred Equity Return and/or LMLP Priority Return under the Partnership Agreement until the earlier of (i) the date that such unpaid Preferred Equity Return and/or LMLP Priority Return and the accrued return thereon is paid and (ii) the Buy/Sell Closing Date, less (4) all distributions received by LMLP from the Partnership during the period commencing on the Effective Date and ending on the Buy/Sell Closing Date (the “Interim Period”) pursuant to Section 7.1 of the Partnership Agreement other than any interest or principal paid to LMLP during the Interim Period on account of any Priority Loans made by LMLP; or (II) to purchase Inland's Percentage Interest (the “Inland Interest Sale”) on the Buy/Sell Closing Date for a purchase price (the “Inland Interest Purchase Price”) equal to (1) $14,374,496, plus (2) the accrued and unpaid interest and outstanding principal balance on the Buy/Sell Closing Date on any Priority Loans made by Inland, plus (3) if the Partnership fails to pay to Inland any Inland Priority Return on a Distribution Date, the return that would accrue on such unpaid Inland Priority Return under the Partnership Agreement until the earlier of (i) the date that such unpaid Inland Priority Return and the accrued return thereon is paid and (ii) the Buy/Sell Closing Date, less (4) all Inland Priority Return distributed to Inland during the Interim Period. The purchase shall occur pursuant to the form of assignment agreement attached as Exhibit A hereto (the “Assignment Agreement”), which shall be delivered by the Parties as applicable on the Buy/Sell Closing Date. The Partnership shall pay all transfer taxes and reasonable fees payable to third parties for required consents in connection with the LMLP Interest Sale or the Inland Interest Sale, as applicable. (i) Inland shall have until September 17, 2012 (the “Buy/Sell Response Date”) to deliver to LMLP a writte...

Buy-Sell. Should any of the conditions by applicable state law entitling a shareholder to initiate a proceeding for dissolution, either party hereto, not in default hereunder, may give notice in writing to the other party hereto of his desire to transfer his stock to said other, stating in the notice the sum of money which he is willing either to give for the other parties' shares in the Company or to accept for his shares in it if the other party so elects. The party receiving such a notice shall, within ninety (90) days from the date thereof, elect either to sell his shares to the other or to purchase the shares of the other at the sum specified in the notice, and shall notify the party giving the notice of his intention to buy such parties' shares or to sell his own. If the party to whom said notice is given fails to make an election in writing within ninety (90) days after the service of the notice, then the party giving notice may elect whether he will sell his shares or purchase those from the other party upon the terms contained in the notice. When a determination has been made as above provided, the party selling shall convey his shares to the party purchasing upon the payment of the purchase price and shall thereupon retire from any office or position held in the Company. It is fully understood that the provisions of this paragraph shall, as well as any other provision of this Agreement, be enforceable by a Court of competent jurisdiction at the instance of either party. It is, accordingly, the intention of the parties that should either party refuse to buy or sell although the other party has fully complied with the provisions of this paragraph in exercising his options hereunder, such other shall, without limiting his remedies, be entitled to proceed in a Court of equity to seek specific performance of the provisions hereof.

Buy-Sell. 12.01 [The confidential material contained herein has been omitted and has been separately filed with the Commission.] 12.02 [The confidential material contained herein has been omitted and has been separately filed with the Commission.] 12.03 [The confidential material contained herein has been omitted and has been separately filed with the Commission.] 12.04 [The confidential material contained herein has been omitted and has been separately filed with the Commission.] 12.05 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]

Buy-Sell. 32 11.5 Closing of Purchase of a Partner's Interest..............33 11.6

Buy-Sell. (i) No transfer of any Membership Interests shall be permitted under this Section 16.05(b) before January 1, 2013. At any time after December 31, 2012, a Member (the "Buy/Sell Initiator") may give written notice (the "Buy/Sell Offer Notice") to the other Member (the "Buy/Sell Respondent"), setting forth the Buy/Sell Initiator's intent to buy all, but not less than all, of the Membership Interests of the Buy/Sell Respondent and its Affiliates, if any, whereupon the provisions set forth in this Section 16.05(b) shall apply. Notwithstanding the foregoing, if both CBL and JG or Affiliates of each of CBL and JG, are also members or other equity holders in any other Entity that directly or indirectly owns or leases any real property that is contiguous with the Project, no Buy/Sell Offer Notice shall be effective unless a contemporaneous notice is given under any comparable provision of any operating, partnership or similar agreement with respect to such real property between CBL and JG, or their respective Affiliates, as the case may be. If a Member gives a Buy/Sell Offer Notice as provided in this paragraph, the other Member shall no longer have any right to give its own Buy/Sell Offer Notice under this paragraph while a sale or purchase of a Membership Interest under this Section 16.05(b) pursuant to such Buy/Sell Offer Notice is pending.

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. (b) Any Member which intends to exercise its buy/sell option hereunder (the “Notifying Member”) shall first give notice of its intent to the other Member (the “Buy/Sell Notice”) which Buy/Sell Notice shall (1) contain a statement of irrevocable intent to utilize this Section 10.4, (2) contain a statement of the aggregate dollar amount which the Notifying Member is willing to pay in cash for all of the assets of the Company, free and clear of all liabilities and obligations relating thereto (the “Specified Valuation Amount”) as of the date of the Buy/Sell Notice, (3) disclose all material liabilities and potential material liabilities of the Company actually known to the Notifying Member and (4) disclose the terms and details of any discussion, offer, contract, similar agreement or documents that the Notifying Member has negotiated or discussed during the 180 days preceding the delivery of the Buy/Sell Notice with any potential purchaser or equity provider (but not debt financier) of or with respect to the Project (or any portion thereof). The other Member, after receiving the Buy/Sell Notice (“Receiving Member”), shall have the option to either: (A) sell its entire Membership Interest to the Notifying Member for an amount equal to the amount the Receiving Member would be entitled to receive if the Company sold all of its assets for the Specified Valuation Amount on the date of the Buy/Sell Notice and immediately thereafter the Company paid all liabilities and obligations of the Company (whether or not such liabilities and/or obligations were listed in the Buy/Sell Notice), and deducted customary closing costs (excluding brokerage fees and commissions) that would be associated with a third party sale, and, subject to Section 10.6, distributed the net proceeds and any other Company assets to each Member in liquidation of the Company pursuant to Section 11 (any disputes regarding such amounts shall be resolved by the Approved Accountants); (B) purchase the entire Membership Interest of the Notifying Member for an amount equal to the amount the Notifying Member would be entitled to receive if the Com...

Buy-Sell. 16 8.4 CSD Right/Obligation of Exchange. ...................................................18 8.5 Obligations and Rights of Transferees and Assignees...................................19 8.6 Non-Recognition of Certain Transfers..................................................19 8.7

Buy-Sell. A. Except as hereinafter set forth, at any time following the date which is six full calendar (6) years after the Project Completion Date, either Partner (the "Offeror"), provided such Partner is not then a Defaulting Partner, may by giving the other Partner (the "Offeree") written notice (the "Sale Notice") implement the sale procedures which are set forth in this SECTION 11.4. The Offeror must offer the Entire Interest as previously defined in SECTION 11.3(D). Prior to implementing the sale procedures, the Partner wishing to trigger the buy-sell shall first be obligated to notify the other Partner of its desire to sell its Entire Interest and the Partners shall thereafter commence good faith discussions to determine whether or not they mutually agree upon the terms and conditions for the sale of one Partner's Entire Interest in the Partnership to the other Partner. If the Partners are unable to agree, then upon the earlier to occur of thirty (30) days after commencement of discussions or the date either party notifies the other that it does not want to continue discussions, the Offeror may deliver the Sale Notice which shall state the cash price (determined or to be determined as set forth in subparagraph (E) below) at which the Offeror would be willing to sell its Entire Interest in the Partnership to the Offeree or to purchase the Offeree's Entire Interest in the Partnership. B. Except as hereinafter set forth, no Partner may give the Sale Notice described in SECTION 11.4(A) during the Construction Period or for six(6) years after the Project Completion Date. C. If there is a merger, consolidation, or other business reorganization of Chelsea or Chelsea, Inc. or Simon, Simon, Inc., SD Inc., or SPG as a result of which a Change in Control occurs (as defined in Section 1.15), then the non-merging, non-consolidating or non-reorganizing Partner may, at its option implement the Buy-Sell procedures set forth in this Section 11.4 regardless of the period of time that has elapsed subsequent to the Project Completion Date. D. If any Partner shall choose to deliver a Sale Notice, upon receipt of the Sale Notice given and delivered pursuant to SECTION 11.4(A), the Offeree shall be obligated to elect, in accordance with the provisions of this SECTION 11.4, either to purchase the Offeror's Entire Interest in the Partnership or to sell its Entire Interest in the Partnership to the Offeror for cash at the closing described in SECTION 11.5. E. The purchase price (the "...

Buy-Sell. “Jump Ball”). In the case of a termination election pursuant to Section 15.01(d), (e) or (f) on or after the Launch Date, unless the Members mutually agree to withdraw the termination election within thirty (30) days after such determination of the Fair Market Value, on the 30th day after the determination of the Fair Market Value pursuant to Section 15.02(b), each Member shall simultaneously notify the other in writing of its irrevocable election to either (i) purchase all of the Membership Interests not held by it and its Affiliates or (ii) sell all of the Membership Interests held by it and its Affiliates (each notice delivered pursuant to clause (i) and (ii), an “Intentions Notice”) in each case at the pro rata share (based on Percentage Interest) of Fair Market Value. Upon receipt of the Intentions Notices: (a) One Seller/One Buyer. If one Member elects to purchase Membership Interests and the other Member elects to sell Membership Interests, then the Members shall, in accordance with Section 15.04(e), consummate the purchase and sale of all Membership Interests not owned by the purchasing Member and its Affiliates, and the other Member shall be obligated to sell its and its Affiliates Membership Interests to the Member who has elected to purchase Membership Interests at a price equal to the pro rata (based on Percentage Interest) share of the Fair Market Value.