Buy Sell Provisions. (a) During a Buy/Sell Exercise Period, either Partner shall have the right to trigger a buy/sell process by giving a Buy/Sell Notice to the other Partner; provided, however, that once the Noticed Partner has received a Buy/Sell Notice from the Triggering Partner, the Noticed Partner shall not be entitled to deliver a Buy/Sell Notice to the Triggering Partner.
Buy Sell Provisions. Section 8.1 At any time commencing on a date which is one (1) year after the “Substantial Completion” of the Project (as defined in the Lease), or the date that a Notice of Completion is recorded, whichever occurs earlier, either Member (such Member hereinafter referred to as “Invoking Member”) may deliver to the other Member (such other Member hereinafter referred to as the “Offeree Member”), written notice that the Invoking Member is invoking the provisions of this Section 8.1 (the “
Buy Sell Provisions. (i) Buy/Sell Triggers. Each of the following events constitutes a Buy/Sell Trigger:
Buy Sell Provisions. (a) Subject to Subsection 9.2(a), no Partner shall Transfer all or any portion of such Partner’s Partnership Interest (or any right or interest therein) except as hereinafter provided. As used in this Agreement, the term “
Buy Sell Provisions. 15 8.1. Mutual Disagreement................................................15 8.2. Mandatory Buy-Sell of Interests....................................15 8.3. Closing of Purchase or Sale........................................16 8.4. Definitions........................................................16
Buy Sell Provisions. In order to initiate the Buy/Sell Provisions of Section 11.5 of this Agreement, the Initiating Member shall deliver to the Responding Member the Buy/Sell Initiation Notice containing the following terms: A statement of intent to initiate the Buy/Sell Provisions. The aggregate dollar cash purchase price (the “Specified Value”) which the Initiating Member has determined in its discretion that a third party would be willing to pay for the Property and all other assets and property of the Company as of that date, free and clear of all liabilities (whether actual or accrued), but subject to all existing indebtedness secured by the Property as of the applicable closing, and subject to existing agreements and other matters affecting title to the Property. A summary of the calculation by Initiating Member how he arrived at the Specified Value. The Responding Member shall have the option either: To become a “Selling Member” and sell its entire Membership Interest to the Initiating Member for the Buy/Sell Purchase Price of such Membership Interest (determined in accordance with Section 2 below); or To become a “Purchasing Member” and purchase the entire Membership Interest of the Initiating Member for the Buy/Sell Purchase Price of such Membership Interest (determined in accordance with Section 2 below). The Responding Member shall have fifteen (15) days, from the date of the Initiating Member’s Offering Notice to (1) notify the Initiating Member in writing of its election hereunder and (2) if the Responding Member elects to become a Purchasing Member, make a Buy/Sell Deposit in accordance with the provisions of Section 3 below. If the Responding Member does not notify the Initiating Member of its election within said fifteen (15) days or fails to timely make the Buy/Sell Deposit after electing to become the Purchasing Member, then, as of the day following the expiration of the relevant period, the Responding Member shall be conclusively deemed to have elected to become the Selling Member and shall be obligated to sell its Membership Interest to the Initiating Member.
Buy Sell Provisions. Purchaser and Sellers agree that, in the -------------------- event any of the Sellers intend to sell any of their respective membership interests in the LLC after the Closing Date, Purchaser shall have the first right of refusal and, in the event Purchaser intends to sell any of its membership interests in the LLC after the Closing Date, Sellers shall have the first right of refusal. The non-offering party shall have 30 days to respond to an offer to sell by the other party and exercise its first right of refusal. In the event the non-offering party elects to purchase the membership interests being offered for sale within the 30-day response period, closing of the sale of such membership interests shall occur within 60 days of the non-offering party's election to buy. In the event the non-offering party does not accept the offer and does not elect to buy the membership interests offered for sale within the 30-day response period, the non-offering party's first right of refusal shall be deemed waived; provided that, if the non-offering party does not elect to buy the membership interests, the offering party shall have a period of 90 days (beginning the day after the expiration of the 30-day response period) to sell the membership interests on the same terms and conditions contained in the right of refusal. In the event such a sale is not consummated within the 90-day period, then the non-offering party's right of first refusal shall continue to be applicable to any future proposed sales of the membership interests. Such buy-sell provisions shall be incorporated in the JV Agreements (as defined in Section 2.2(h)) to be entered into by the Purchaser and Sellers at Closing, and such JV Agreements shall incorporate all essential terms of this Agreement.
Buy Sell Provisions. 38 11.1 Transfers Void; Effect 38 11.2 Effect of Termination Event 43
Buy Sell Provisions. Buyer and Seller expressly agree that this Agreement is a negotiated arrangement between the parties and is not intended to be governed by or to implement Section 9.6 of the Partnership Agreement.
Buy Sell Provisions. Either (A) the Preferred Equity Documentation does not contain any "buy/sell" or similar provisions (a "Buy/Sell Arrangement") which would obligate the purchaser of the Preferred Equity Security to purchase the equity interests of the common equityholders (or any other party having an interest in the Preferred Equity Vehicle), or require that the holder of the Preferred Equity Security sell its Preferred Equity Security to the common equityholders (or any other party having an interest in the Preferred Equity Vehicle); or (B) if the Preferred Equity Documentation contains a Buy/Sell Arrangement, the price at which the holder of the Preferred Equity Security is required to sell its interest in the Preferred Equity Security is at least equal to the total redemption amount of the Preferred Equity Security, together with any unpaid distributions thereon as of the date of such purchase. Other than any such Buy/Sell Arrangement, no other person has the option to purchase the Preferred Equity Security.
