Common use of Forced Sale Clause in Contracts

Forced Sale. (a) From and after the Forced Sale Date, each Participating Member (in such capacity, the “Forced Sale Initiating Member”) shall, subject to the further provisions of this Section 11.4, have the right to cause the Company to market and sell (a “Forced Sale”) the Property and other Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering a written notice (a ”Forced Sale Notice”) to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Member”), which Forced Sale Notice shall (i) set forth the Forced Sale Initiating Member’s election to cause the Company to market and sell the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If the Owner Member is the Forced Sale Initiating Member, the Forced Sale Notice shall constitute the Owner Member’s offer (a “Forced Sale Offer”) (i) to cause the Company to sell the Forced Sale Property to the Investor Member or its designee for the Adjusted Forced Sale Price or, at the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, the “Forced Sale Acceptance Period”).

Forced Sale. (a) From and In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Buy-Sell Period, either Member (the actual Member initiating a Forced Sale Date, each Participating Member being herein called the “Initiating Member”) shall have the right (in such capacity, the “Forced Sale Initiating MemberRight”) shall, subject to require a sale of the Project by the Company pursuant to the further provisions of this Section 11.4, have the right to cause the Company to market and sell 11.2 (herein called a “Forced Sale”) ). The Initiating Member may initiate the Property and other Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering giving a written notice (a ”“Forced Sale Notice”) signed by the Initiating Member to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Receiving Member”), which . (b) The Forced Sale Notice shall specify (i) set forth the Forced Sale Initiating Member’s election to cause determination of the all-cash price for the entire Project and other assets of the Company to market (except cash), taking into account, but not reduced by, all liens, debts and sell other then-existing liabilities as reflected on the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify most recent financial statements for the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If , (ii) allocation of closing costs, and (iii) such other material economic terms of such sale as the Owner Initiating Member is may propose to the Forced Sale Initiating Receiving Member; provided, however, that the terms of such sale must (A) provide for an “as is” sale as of the time the Forced Sale Notice is given, (B) provide for expiration of any representations or warranties (other than a special warranty of title) not more than one (1) year following the closing, (C) provide for closing within 100 days of the date a contract is signed and (D) be subject to no contingencies other than customary due diligence contingencies, such as review of title, survey and environmental matters; provided, however, that acceptable contingencies shall constitute not include those based on further completion of the Owner Member’s offer Project, occupancy, sale or rental achievement. (a c) The Receiving Member shall have the right, exercisable by delivery of notice in writing (referred to herein as an “Forced Sale OfferElection”) (i) to cause the Company to sell the Forced Sale Property to the Investor Initiating Member or its designee for within ninety (90) calendar days from the Adjusted Forced Sale Price or, at date of receipt by the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Receiving Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, referred to herein as the “Forced Sale Acceptance PeriodElection Date”)., to notify the Initiating Member either:

Forced Sale. (a) From and In addition to the rights of the parties with respect to the Buy-Sell provisions of Section 11.1 above, at any time after the Buy-Sell Period and subject to Section 11.2(i), either Member (the actual Member initiating a Forced Sale Date, each Participating Member being herein called the “Initiating Member”) shall have the right (in such capacity, the “Forced Sale Initiating MemberRight”) shall, subject to require a sale of the Project by the Company pursuant to the further provisions of this Section 11.4, have the right to cause the Company to market and sell 11.2 (herein called a “Forced Sale”) ). The Initiating Member may initiate the Property and other Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering giving a written notice (a ”“Forced Sale Notice”) signed by the Initiating Member to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Receiving Member”), which . 35 (b) The Forced Sale Notice shall specify (i) set forth the Forced Sale Initiating Member’s election to cause determination of the all-cash price for the entire Project and other assets of the Company to market (except cash), taking into account, but not reduced by, all liens, debts and sell other then-existing liabilities as reflected on the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify most recent financial statements for the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If , (ii) allocation of closing costs, and (iii) such other material economic terms of such sale as the Owner Initiating Member is may propose to the Forced Sale Initiating Receiving Member; provided, however, that the terms of such sale must (A) provide for an “as is“sale as of the time the Forced Sale Notice is given, (B) provide for expiration of any representations or warranties (other than a special warranty of title) not more than one (1) year following the closing, (C) provide for closing within 100 days of the date a contract is signed and (D) be subject to no contingencies other than customary due diligence contingencies, such as review of title, survey and environmental matters; provided, however, that acceptable contingencies shall constitute not include those based on further completion of the Owner Member’s offer Project, occupancy, sale or rental achievement. (a c) The Receiving Member shall have the right, exercisable by delivery of notice in writing (referred to herein as an “Forced Sale OfferElection”) (i) to cause the Company to sell the Forced Sale Property to the Investor Initiating Member or its designee for within ninety (90) calendar days from the Adjusted Forced Sale Price or, at date of receipt by the Investor Member’s option, (ii) to sell the Owner Member’s Membership Interest to the Investor Receiving Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be irrevocable for a period of 30 days after delivery of the Forced Sale Notice (such period of 30 days, referred to herein as the “Forced Sale Acceptance PeriodElection Date”)., to notify the Initiating Member either:

Forced Sale. If the Buy-Out Member and Central Soya are unable to agree upon a purchase price for the Buy-Out Interest within the time period set forth in Section 11.4(g) above or if the Buy-Out Member elects not to purchase the Buy-Out Interest at any price or if the Transferring Member and the Non-Transferring Members are unable to sell the sum of Percentage Interests to a Purchaser as provided in Section 11.4(f) above, and unless otherwise agreed to by the Buy-Out Member and the holder of the Buy-Out Interest, the Members shall use their commercially reasonable best efforts to sell all of the Membership Interests of the Company and shall work together in good faith for a period not to exceed one hundred eighty (a180) From and after days for the Forced Sale Date, each Participating Member sale of such Membership Interests (in such capacity, the “Forced Sale Initiating MemberPeriod”). If, during the Forced Sale Period, any Member receives a bona-fide offer from a Purchaser (other than a Prohibited Transferee) shall, subject to for the further provisions purchase of this Section 11.4, have all of the right to cause the Company to market and sell (a “Forced Sale”) the Property and other Company Assets (or, if the Participating Members so agree, the direct or indirect Equity Membership Interests in the Subsidiaries of the Company which own the Property and the other Company Assets (such interests, the “Forced Sale Equity Interests”)) (as applicable, the “Forced Sale Property”) by delivering a written notice (a ”Forced Sale Notice”) to the other Participating Member (in such capacity, the “Forced Sale Non-Initiating Member”), which Forced Sale Notice shall (i) set forth the Forced Sale Initiating Member’s election to cause the Company to market and sell the Forced Sale Property to a third-party not Affiliated with any Member (a “Third-Party Buyer”) and (ii) specify the gross cash price at which the Forced Sale Initiating Member believes the Forced Sale Property should be sold free and clear of all liabilities secured by or otherwise relating to the Forced Sale Property (i.e., without deduction of any Company Loan) (the “Gross Forced Sale Price”). If the Owner Member is the Forced Sale Initiating Member, the Forced Sale Notice shall constitute the Owner Member’s offer (a “Forced Sale Offer”) ), the Members shall either (i) sell all of the Membership Interests pursuant to cause the Company to sell the Forced Sale Property to the Investor Member Offer or its designee for the Adjusted Forced Sale Price or, at the Investor Member’s option, (ii) the Member(s) unwilling to sell the Owner Member’s its Membership Interest pursuant to the Investor Member or its designee for cash for the Forced Sale Interest Purchase Price and, in each case, such Forced Sale Offer shall be irrevocable for a period offer to purchase the Membership Interest of 30 days after delivery of the Member(s) willing to sell its Membership Interest pursuant to the Forced Sale Notice (Offer at a price equal to the price offered in the Forced Sale Offer times the then-current Percentage Interest of such period of 30 dayswilling Member(s). If, during the Forced Sale Period, the “Members are unable to sell all of the Membership Interests to a Purchaser or no Member(s) receives a Forced Sale Acceptance Period”)Offer, then the Members shall cease efforts to sell such Membership Interests until such time as the procedures set forth in Section 11.4(f) or Section 11.4(g) above are recommenced; provided, however, that Central Soya shall not recommence the procedures set forth in Section 11.4(g) above prior to December 31st of the next succeeding year.