Terms of the Buy-Sell Offer Sample Clauses

Terms of the Buy-Sell Offer. The Offer will be irrevocable by the Offeror until the earlier of (a) the Buy-Sell Closing Date or (b) the date on which the Offeree elects to purchase the Offeror’s Interest pursuant to Section 11.6(a)(ii). The Offer will not have any other terms; provided, however, that the purchasing Member will undertake to (i) assume at the Buy-Sell Closing Date all known obligations of the selling Member to third parties in connection with the selling Member’s Interest (with a corresponding reduction in the purchase price) and (ii) use commercially reasonable efforts to obtain the release of the selling Member from known obligations between the date of the Offer and the Buy-Sell Closing Date.