Common use of Buy-Sell Agreement Clause in Contracts

Buy-Sell Agreement. (a) Any Partner (the "OFFEROR") may make an offer in writing to the other Partners (the "OFFEREE"), which shall state an amount (the "BUY-SELL VALUE") determined in the sole and absolute discretion of the Offeror. The Buy-Sell Value shall be the amount that the Offeror chooses to be the value of the Assets. An offer made pursuant to this Section 8.7 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 interests in the Partnership (including any interests held by, or Transferred to, its Affiliates), or (ii) to purchase all, but not less than all, of the Offeree's interests in the Partnership (including any interests held by or Transferred to its Affiliates). The Offeree shall have sixty (60) days after receipt of an offer made pursuant to this Section 8.7 to elect either (A) to sell its interests in the Partnership at a price equal to the amount the Offeree would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established); or (B) to buy the Offeror's interest in the Partnership at a price equal to the amount the Offeror would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established). If the Offeree fails to make such an election within sixty (60) days after receipt of an offer under this Section 8.7(a), the Offeree shall be deemed to have elected to sell its interests in the Partnership. In any case in which there is more than one purchasing Partner, the purchasing Partners shall determine the proportions of the interests in the Partnership to be purchased by each such Partner.

Buy-Sell Agreement. (a) Any After the second anniversary date of this Agreement, any Partner (the "OFFEROR") may make an offer in writing to the other Partners (the "OFFEREE"), which shall state an amount (the "BUY-SELL VALUE") determined in the sole and absolute discretion of the Offeror. The Buy-Sell Value shall be the amount that the Offeror chooses to be the value of the Assets. An offer made pursuant to this Section 8.7 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 interests in the Partnership (including any interests held by, or Transferred to, its Affiliates), or (ii) to purchase all, but not less than all, of the Offeree's interests in the Partnership (including any interests held by or Transferred to its Affiliates). The Offeree shall have sixty (60) days after receipt of an offer made pursuant to this Section 8.7 8.6 to elect either (A) to sell its interests in the Partnership at a price equal to the amount the Offeree would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established); or (B) to buy the Offeror's interest in the Partnership at a price equal to the amount the Offeror would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established). If the Offeree fails to make such an election within sixty (60) days after receipt of an offer under this Section 8.7(a8.6(a), the Offeree shall be deemed to have elected to sell its interests in the Partnership. In any case in which there is more than one purchasing Partner, the purchasing Partners shall determine the proportions of the interests in the Partnership to be purchased by each such Partner. Notwithstanding anything stated hereinabove to the contrary, it is specifically understood and agreed that the Buy-Sell Value shall in no event be an amount less than the amount sufficient to provide an annual IRR Return of eighteen percent (18%) to the Class A Limited Partner (including the return of the capital contribution balance of the Class A Limited Partner) for a one-year period.

Buy-Sell Agreement. (a) Any In the event all of the lots comprising the Project have not been sold at the expiration of thirty-six (36) months after the closing of the Purchase Agreement, then any Partner (the "OFFEROR") may thereafter make an offer in writing to the other Partners (the "OFFEREE"), which shall state an amount (the "BUY-SELL VALUE") determined in the sole and absolute discretion of the Offeror. The Buy-Sell Value shall be the amount that the Offeror chooses to be the value of the Assets. An offer made pursuant to this Section 8.7 8.6 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 interests in the Partnership (including any interests held by, or Transferred to, its Affiliates), or (ii) to purchase all, but not less than all, of the Offeree's interests in the Partnership (including any interests held by or Transferred to its Affiliates). The Offeree shall have sixty fifteen (6015) days after receipt of an offer made pursuant to this Section 8.7 8.6 to elect either (Ai) to sell its interests in the Partnership at a price equal to the amount the Offeree would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established); or (Bii) to buy the Offeror's interest in the Partnership at a price equal to the amount the Offeror would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established). If the Offeree fails to make such an election within sixty fifteen (6015) days after receipt of an offer under this Section 8.7(a8.6(a), the Offeree shall be deemed to have elected to sell its interests in the Partnership. In any case in which there is more than one purchasing Partner, the purchasing Partners shall determine the proportions of the interests in the Partnership to be purchased by each such Partner.

Buy-Sell Agreement. (a) Any Partner With respect to each Equity Partnership, the following Buy Sell provisions shall apply: If at any time after December 31, 2005, and for any reason, those Partners of such Partnership who are members, subsidiaries of members or affiliates of the Five Star Group (the "OFFEROR"“Five Star Partners”) may make an offer desire to either sell their collective Partnership Interests in writing such Partnership to those Partners of such Partnership who are members, subsidiaries of members or affiliates of members of the Fairways Group (“Fairways Partners”), or the Fairways Group desires to sell its Partnership Interests in such Partnership to the Five Star Group, then such group desiring to sell (“Offeror”) shall send a written notice (“Notice”) of such desire to sell to the other Partners group (the "OFFEREE"), “Offeree”) which Notice shall state an amount (the "BUY-SELL VALUE") determined in the sole and absolute discretion of the Offerorset forth a gross value for all Property owned by such Partnership. The Buy-Sell Value shall be the amount that the Offeror chooses to be the value of the Assets. An offer made pursuant to this Section 8.7 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 interests in the Partnership (including any interests held by, or Transferred to, its Affiliates), or (ii) to purchase all, but not less than all, of the Offeree's interests in the Partnership (including any interests held by or Transferred to its Affiliates). The Offeree shall have Within sixty (60) days after receipt of an offer made pursuant to this Section 8.7 to delivery of such Notice, Offeree shall elect either (A) to purchase all of the Offeror’s Partnership Interests in such Partnership, or Offeree may elect to sell all of its interests Partnership Interests in the such Partnership at a price equal to the amount the Offeree would have received pursuant Offeror, in which event Offeror shall be obligated to a liquidation purchase all of the Offeree’s Partnership Interests in such Partnership. Such election shall be made in writing, and if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established); or (B) to buy the Offeror's interest in the Partnership at a price equal to the amount the Offeror would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established). If the Offeree fails to make such an election within sixty (60) days after receipt of an offer under this Section 8.7(a)written election, the Offeree shall be deemed to have elected to sell its interests Partnership Interests. The purchase price to be paid by the purchasing group to the selling group for all of the selling group’s Partnership Interests shall be equal to the amount that the selling group would receive if all of the assets of such Partnership were sold at a price equal to the gross value set forth in the Partnership. In any case in which there is more than one purchasing PartnerNotice, the purchasing Partners shall determine the proportions all liabilities of such Partnership as of the interests closing date were paid in full and the remaining proceeds distributed to the Partners pursuant to the terms of the Existing Partnership Agreement as amended by this Agreement. The purchase price shall be paid 20% in cash at closing and the remaining balance (80%) of the purchase price shall be evidenced by a promissory note secured by the Partnership to be purchased by Interests purchased, bearing interest at the prime or base rate of interest plus two percent (2%) at Bank of America, NA, and payable in equal quarterly installments of principal and interest for sixteen successive quarters on the last day of the month of each such Partnerquarter, commencing with the last day of the third month following the closing. The closing of such purchase and sale shall occur on or before the one hundred twentieth (120th) day following the delivery of the Notice.

Buy-Sell Agreement. (a) Any Partner 5.4.1 At any time after August 10, 2003, Lotus or ECC may, by written notice to the other (the "OFFEROR") may make an offer in writing to the other Partners (the "OFFEREEBuy/Sell Notice"), which shall state an amount offer to either buy all (the "BUY-SELL VALUE") determined in the sole and absolute discretion of the Offeror. The Buy-Sell Value shall be the amount that the Offeror chooses to be the value of the Assets. An offer made pursuant to this Section 8.7 shall constitute an irrevocable offer by the Offeror to the Offeree either (i) to sell all, but not less than all, ) of the Offerorother party's interests in the Partnership Membership Interests pursuant to this Section 5.4 or to sell all (including any interests held by, or Transferred to, its Affiliates), or (ii) to purchase all, but not less than all) of its Membership Interests to the other party pursuant to this Section 5.4 (any party, be it Lotus or ECC, submitting such a Buy/Sell Notice is herein referred to as the "Submitting Party" and any party, be it Lotus or ECC, receiving such a Buy/Sell Notice is herein referred to as the "Receiving Party"). Such Buy/Sell Notice shall state that it is being submitted pursuant to this Section 5.4 and shall set forth the material terms and conditions pursuant to which the Submitting Party wishes to buy or sell and a proposed closing date for any such sale or purchase, which closing date shall (unless otherwise agreed by the parties) not be less than thirty (30) days after submission of the Offeree's interests in the Partnership (including any interests held by or Transferred to its Affiliates). The Offeree shall have Buy/Sell Notice nor more than sixty (60) days after receipt such submission. Within thirty (30) days of an having received such Buy/Sell Notice from the Submitting Party, the Receiving Party may either (i) provide the Submitting Party with written notice of its acceptance of the Submitting Party's offer made in which case the transaction contemplated by the Buy/Sell notice shall be consummated pursuant to the terms set forth therein and in this Section 8.7 5.4, or (ii) in the case of a Buy/Sell Notice pursuant to elect either which the Submitting Member is offering to buy all of the Receiving Member's Membership Interests, provide the Submitting Party with a written notice electing to purchase all (Abut not less than all) of the Submitting Party's Membership Interest, in which case the Submitting Party's Membership Interest shall be sold to the Receiving Party pursuant to the terms and conditions set forth in the Buy/Sell Notice and in this Section 5.4, or (iii) in the case of a Buy/Sell Notice pursuant to which the Submitting Member is offering to sell its interests all of the Submitting Member's Membership Interests to the Receiving Member, provide the Submitting Member with a written notice electing to sell all (but not less than all) of the Receiving Member's Membership Interests to the Submitting Member pursuant to the terms set forth in the Partnership at a price equal to the amount the Offeree would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-/Sell Value Notice and the proceeds therefrom had been applied and distributed in accordance with this Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established); or (B) to buy the Offeror's interest in the Partnership at a price equal to the amount the Offeror would have received pursuant to a liquidation of the Partnership if the Assets had been sold to a third party for the Buy-Sell Value and the proceeds therefrom had been applied and distributed in accordance with Section 12.2 (assuming that all allocations resulting from the sale had been made and no reserves are established)5.4. If the Offeree fails to make such an election within sixty (60) days after receipt Receiving Party does neither of an offer under this Section 8.7(a)the three events described in the preceding sentence, the Offeree it shall be deemed to have elected to sell its interests accepted the Submitting Member's offer set forth in the PartnershipBuy/Sell Notice. In The applicable purchase price in any case in which there is more than one purchasing Partnertransaction triggered by a Buy/Sell Notice shall be an amount of cash (payable at the closing of such transaction) equal to the greater of (A) the sum of $2,650,000 plus any cash Capital Contributions made by the selling Member (be it ECC or Lotus) pursuant to Section 2.2, above (i.e., not including the purchasing Partners shall determine the proportions initial Capital Contributions of the interests Members set forth in Section 2.1, above, such initial Capital Contributions, if in the Partnership to be purchased by each such Partnerform of cash, being included in the $2,650,000 figure set forth above), or (B) the product of the Presumed Enterprise Value and the selling Member's Percentage Interest.