Exit Debt Satisfaction Sample Clauses

Exit Debt Satisfaction. Notwithstanding any other provision of this Agreement, prior to the sale of any Percentage Interest of a Defaulting Partner pursuant to Section 3.03(c) and Section 3.03(e), a Selling Partner pursuant to Section 4.02, an Electing Partner pursuant to Section 4.03 or a Minority Partner pursuant to Section 4.04 (each of the foregoing, an "EXITING PARTNER"): (a) the Joint Venture and the Purchasing Partner shall indemnify and hold the Exiting Partner harmless from and against (i) all Debt, liabilities and obligations relating to or arising from the business, operations or activities of the Joint Venture from and after the date of such sale; and (ii) all executory obligations arising or entered into prior to the date of such sale to the extent not related to periods prior to the date of such sale; and (b) the Joint Venture and the purchasing Partner shall: (1) pay or otherwise provide for satisfaction in full of, or (2) obtain the full and complete release of the Exiting Partner with respect to, all Debt, liabilities and other obligations of the Joint Venture that were taken into account in determining the Fair Market Value of the Percentage Interest that was sold, that were deducted from the Default Call Price or that were paid, in part or in whole, from the proceeds of the Default Call Price or the Put Price, as the case may be, in accordance with the requirements of Section 3.03 and 4.03; provided, however, that the Joint Venture and the purchasing Partner shall pay in full any Debt which Debt by its terms requires such payment upon the sale of the Percentage Interest of the Exiting Partner, and provided further that in the event that the Joint Venture and the purchasing Partner do not fulfill (and are not required by the terms of Debt to fulfill) the requirement in (1) above, but have used their reasonable commercial efforts to fulfill the requirement in (2) above and are unable to do so, the Joint Venture and the purchasing Partner shall indemnify and hold the Exiting Partner harmless, to the reasonable satisfaction of such Exiting Partner, from and against, all Debt, liabilities and other obligations of the Joint Venture that were taken into account in determining the Fair Market Value of the Percentage Interest that was sold, that were deducted from the Default Call Price or that were paid, in part or in whole, from the proceeds of the Default Call Price or the Put Price, as the case may be, in accordance with the requirements of Section 3.03 and 4.