Common use of Listing Procedures Clause in Contracts

Listing Procedures. If Receiving Member in response to a Buy/Sell Notice elects to implement the listing procedures described in this Section 10.5, then promptly after the Receiving Member delivers its Election Notice (and in any event within 10 days thereafter), the Receiving Member shall provide the other Member with the names of three (3) real estate brokers that the Receiving Member would like to engage for the purpose of listing the Project for sale and the other Member shall, within seven (7) days of receiving the proposed real estate brokers, select one of the three (3) brokers to act as the listing agent for the Project. Thereafter, the Members and the listing agent shall cooperate diligently and in good faith to effectively market the Project for sale for an aggregate purchase price no less than 103% of the Specified Valuation Amount set forth in the Buy/Sell Notice that led to the implementation of these listing procedures and otherwise on customary and reasonable terms for property sales similar to a sale of the Project (such terms to include, without limitation, customary representations and warranties, a customary survival period for representation and warranties, customary liability limits for breaches of representations and warranties, customary proration provisions and customary cost allocations) (collectively, the “Acceptable Terms”). If, in the course of marketing the Project, the Company receives multiple purchase offers, then, except as set forth below and, otherwise, absent clear differences in the ability of the purchaser to close or in the potential post-closing liability of the Company as seller, the Company shall accept the offer that would result in the highest cash purchase price to the Company and shall thereafter diligently proceed to a closing of the sale of the Project. Subject to the requirement to maximize the aggregate cash purchase price to the Company in accordance with the preceding terms of this Section 10.5, the Company shall not reject (and the Members are hereby conclusively deemed to have approved) any offer to purchase the Project for 103% of the Specified Valuation Amount if such offer is otherwise on Acceptable Terms. If the Company, despite its good faith efforts, is unable, during the six (6) months following the Election Notice that triggered these listing procedures (the “Listing Period”), to enter into a purchase and sale agreement on Acceptable Terms providing for the sale of the Project for a purchase price of at least 103% of the Specified Valuation Amount, then the Members may attempt to agree upon a reduced Specified Valuation Amount for purposes of these listing procedures, or, alternatively, any Member may re-initiate the buy/sell procedures described in Section 10.4. Under no circumstance shall a Member, or their respective Affiliates, be permitted to purchase the Project pursuant to this Section 10.5 without the prior written consent of the other Member.