Common use of Closing of Purchase and Sale Clause in Contracts

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII shall be held at the principal office of the Company in California on a Business Day designated by the buying Member within ninety (90) days following the earlier of (i) the effective date upon which the Non-Electing Member delivered the Buy/Sell Purchase Notice pursuant to Section 8.03, or (ii) the expiration of the sixty (60)-day option period set forth in Section 8.03. Each Selling Member shall transfer to the buying Member (or such buying Member’s nominee(s)) the entire Interest of such Selling Member free and clear of all liens, security interests and competing claims and shall deliver to the buying Member (or such buying Member’s nominee(s)) such instruments of transfer and such evidence of due authorization, execution and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee(s)) shall reasonably request. The Buy/Sell Purchase Price for each Selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, a confirmed wire transfer of readily available federal funds in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s Interest, less the amount of the Buy/Sell Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the Selling Members at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article VIII. Effective as of the closing for the purchase of the Selling Members’ Interests, the Selling Members shall withdraw as members of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to the buying Member as required in this Section, then the buying Member (in addition to all rights and remedies afforded by law or equity) shall be entitled to the remedy of specific performance.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII shall be held at the principal office of the Company in California on a Business Day designated by the buying Member within ninety sixty (9060) days following the earlier of (i) the effective date upon which the Non-Electing Member has delivered the Buy/Sell Purchase Notice pursuant to Section 8.03, or (ii) the expiration of the sixty thirty (60)-day 30)-day option period set forth in Section 8.03. Each Selling The selling Member shall transfer to the buying Member (or such the buying Member’s 's nominee(s)) the entire Interest of such Selling the selling Member free and clear of all liens, security interests interests, and competing claims and shall deliver to the buying Member (or such the buying Member’s 's nominee(s)) such instruments of transfer and such evidence of due authorization, execution execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such the buying Member’s 's nominee(s)) shall reasonably request. The Buy/Sell Purchase Price for each Selling the selling Member’s 's Interest shall be paid by the buying Member by delivering, delivering at the closing, closing of a confirmed wire transfer of readily available federal funds or one (1) or more certified or bank cashier's checks made payable to the selling Member in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s InterestPrice, less the amount of the Buy/Sell Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the Selling Members selling Member at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article VIII. Effective as of the closing for the purchase of the Selling Members’ Interestsselling Member's Interest, the Selling Members selling Member shall withdraw as members a member of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as required in this Sectiona substituted member of the Company. Notwithstanding the foregoing, then any indemnity of the buying selling Member (in addition to all rights and remedies afforded by law or equity) shall be entitled to the remedy of specific performance.its Affiliates provided

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII shall be held at the principal office of the Company in California on a Business Day designated by the buying Member within ninety sixty (9060) days following the earlier of (i) the effective date upon which the Non-Electing Member has delivered the Buy/Sell Purchase Notice pursuant to Section 8.03, or (ii) the expiration of the sixty thirty (60)-day 30)-day option period set forth in Section 8.03. Each Selling The selling Member shall transfer to the buying Member (or such the buying Member’s 's nominee(s)) the entire Interest of such Selling the selling Member free and clear of all liens, security interests interests, and competing claims and shall deliver to the buying Member (or such the buying Member’s 's nominee(s)) such instruments of transfer and such evidence of due authorization, execution execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such the buying Member’s 's nominee(s)) shall reasonably request. The Buy/Sell Purchase Price for each Selling the selling Member’s 's Interest shall be paid by the buying Member by delivering, delivering at the closing, closing of a confirmed wire transfer of readily available federal funds or one (1) or more certified or bank cashier's checks made payable to the selling Member in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s InterestPrice, less the amount of the Buy/Sell Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the Selling Members selling Member at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article VIII. Effective as of the closing for the purchase of the Selling Members’ Interestsselling Member's Interest, the Selling Members selling Member shall withdraw as members a member of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as required in a substituted member of the Company. Notwithstanding the foregoing, any indemnity of the selling Member and its Affiliates provided for under this SectionAgreement including, then the buying Member (in addition to all rights and remedies afforded by law or equitywithout limitation, under Section 10.02(b) shall be entitled to survive the remedy sale of specific performancethe Interest of the selling Member and its withdrawal as a member of the Company.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII shall be held at the principal office of the Company in California on a Business Day designated by the buying Member within ninety sixty (9060) days following the earlier of (i) the effective date upon which the Non-Electing Member has delivered the Buy/Sell Purchase Notice pursuant to Section 8.03, or (ii) the expiration of the sixty thirty (60)-day 30)-day option period set forth in Section 8.03. Each Selling The selling Member shall transfer to the buying Member (or such the buying Member’s 's nominee(s)) the entire Interest of such Selling the selling Member free and clear of all liens, security interests interests, and competing claims and shall deliver to the buying Member (or such the buying Member’s 's nominee(s)) such 1101801.21/OC 54430-10898/2568195.16 40 FINAL VERSION instruments of transfer and such evidence of due authorization, execution execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such the buying Member’s 's nominee(s)) shall reasonably request. The Buy/Sell Purchase Price for each Selling the selling Member’s 's Interest shall be paid by the buying Member by delivering, delivering at the closing, closing of a confirmed wire transfer of readily available federal funds or one (1) or more certified or bank cashier's checks made payable to the selling Member in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s InterestPrice, less the amount of the Buy/Sell Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the Selling Members selling Member at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article VIII. Effective as of the closing for the purchase of the Selling Members’ Interestsselling Member's Interest, the Selling Members selling Member shall withdraw as members a member of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as required in a substituted member of the Company. Notwithstanding the foregoing, any indemnity of the selling Member and its Affiliates provided for under this SectionAgreement including, then the buying Member (in addition to all rights and remedies afforded by law or equitywithout limitation, under Section 10.02(b) shall be entitled to survive the remedy sale of specific performancethe Interest of the selling Member and its withdrawal as a member of the Company.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII shall be held at the principal office of the Company in California on a Business Day business day designated by the buying purchasing Member within ninety thirty (9030) days following the earlier of (i) the effective date upon which the Non-Electing Member has delivered the Buy/Sell Purchase Notice pursuant to Section 8.03, or (ii) the expiration of the sixty thirty (60)-day 30)­day option period set forth in Section 8.03. Each Selling The selling Member shall transfer to the buying Member (or such buying Member’s nominee(s)nominee) the entire Interest of such Selling the selling Member free and clear of all liens, security interests interests, and competing claims and shall deliver to the buying Member (or such buying Member’s nominee(s)nominee) such instruments of transfer and such evidence of due authorization, execution execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee(s)nominee) shall reasonably request. The Buy/Sell Subject to any adjustment pursuant to Section 8.07 for any Non-Contribution Loans, the Purchase Price for each Selling the selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, of a certified or bank cashier’s check or a confirmed wire transfer of readily available federal funds in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s InterestPrice, less the amount of the Buy/Sell Deposit paid by the buying Member pursuant to Section 8.04 above (which shall be released to the Selling Members selling Member at the closingClosing). Each If the Interest of any Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under is purchased pursuant to this Article VIII. Effective , then, effective as of the closing for the purchase of the Selling Members’ Interestssuch purchase, the Selling Members selling Member shall withdraw as members a member of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as required in this Section, then a substituted member of the buying Member (in addition to all rights and remedies afforded by law or equity) shall be entitled to the remedy of specific performanceCompany.

Closing of Purchase and Sale. The closing of a purchase and sale held pursuant to this Article VIII IX shall be held at the principal office place of business of the Company in California on a Business Day business day designated by the buying purchasing Member within ninety sixty (9060) days following the earlier of (ia) the effective date upon which the Non-Electing Notified Member has delivered the Buy/Sell Purchase Notice pursuant to Section 8.039.03, or (iib) the expiration of the sixty thirty (60)-day 30)-day option period set forth in Section 8.039.03. Each Selling The selling Member shall transfer to the buying Member (or such buying Member’s nominee(s)nominee) the entire Interest of such Selling the selling Member free and clear of all liens, security interests interests, and competing claims and shall deliver to the buying Member (or such buying Member’s nominee(s)nominee) such instruments of transfer and such evidence of due authorization, execution execution, and delivery, and of the absence of any such liens, security interests, or competing claims, as the buying Member (or such buying Member’s nominee(s)nominee) shall reasonably request. The Buy/Sell Purchase Price for each Selling the selling Member’s Interest shall be paid by the buying Member by delivering, at the closing, a confirmed wire transfer cash or one (1) or more certified or bank cashier’s checks made payable to the order of readily available federal funds the selling Member in an aggregate amount equal to the Buy/Sell Purchase Price for such Selling Member’s Interest, less Price. If the amount Interest of the Buy/Sell Deposit paid by the buying any Member is purchased pursuant to Section 8.04 above (which shall be released to the Selling Members at the closing). Each Member shall be responsible for paying its own legal fees and costs incurred in connection with the sale of each Selling Member’s Interest under this Article VIII. Effective IX, then, effective as of the closing for the purchase of the Selling Members’ Interestssuch purchase, the Selling Members selling Member shall withdraw as members a member of the Company. If a Selling Member defaults in its obligation to sell and transfer its Interests to In connection with any such withdrawal, the buying Member may cause any nominee designated in the sole and absolute discretion of such Member to be admitted as required in this Section, then a substituted member of the buying Member (in addition to all rights and remedies afforded by law or equity) shall be entitled to the remedy of specific performanceCompany.