Examples of Adverse Member in a sentence
At the closing, the purchaser or purchasers of the Adverse Member’s Units shall pay to the Adverse Member, by cash or other immediately available U.S. funds, the Buy-Sell Price per Preferred Unit for each Preferred Unit and the Buy-Sell Price per Common Unit for each Common Unit, and the Adverse Member shall deliver to such purchaser or purchasers good title, free and clear of any liens or Encumbrances (other than those created by this Agreement), to such Units thus purchased.
In the event that any Purchasing Member shall fail to perform his obligation to purchase hereunder, and no other Purchasing Member elects to purchase the portion of the Adverse Member’s interest thus not purchased, such Adverse Member shall not be obligated to sell any portion of his interest to any Purchasing Member.
The cost of determining Net Equity shall be borne one-half by the Adverse Member and one-half by the Company and the amount borne by the Company shall be treated as an expense of the Company for purposes of such determination.
In the event that the other Members do not elect to purchase the entire interest of the Adverse Member, the Adverse Member shall be under no obligation to sell any portion of its interest to any Member.
The reasonable costs of such Transfer and closing, including, without limitation, attorneys’ fees and filing fees, shall be divided equally between the Adverse Member and the Purchasing Members.
The Election Notice shall designate the First Appraiser and the Adverse Member shall appoint the Second Appraiser within ten Business Days of receiving the Election Notice.
Such notice shall designate the First Appraiser as required by Section 10.05 hereof and the Adverse Member shall appoint the Second Appraiser within ten (10) Business Days of receiving such notice designating the First Appraiser.
Following the giving of such Election Notice, the Net Equity Value of the Adverse Member’s Units shall be determined as of the last day of the Fiscal Quarter immediately preceding the Fiscal Quarter in which the Election Notice is given, and the Adverse Member shall be obligated to sell all but not less than all of the Adverse Member’s Units in accordance with this Section 12.2 and subject to Section 11.10 above.
Upon receipt of written notice from a non-Adverse Member, an Adverse Member shall have thirty (30) days to cure an Adverse Act.
Prior to the end of the sixtieth day following the day upon which a Member (an “Adverse Member”) commits or suffers an Adverse Act, or the sixtieth day after the day any Member other than the Adverse Member receives actual notice of such Adverse Act, any Member may send notice to the Adverse Member of the Adverse Act, and such Adverse Member shall have thirty days following the date of such notice (the “Notice Period”) within which to cure the Adverse Act which is the subject of the notice.