Buy-Sell. (a) Either MCG, on the one hand, or the Manager and the Keystone Investor (acting together), on the other hand, shall have the right and the option to implement the buy/sell procedure as set forth in this Section 10.4 if permitted to do so under Section 9.1(e). For the purposes of this Section 10.4, the Manager and Keystone Investor shall be considered one Member.
Buy-Sell. (a) Thirty (30) days following receipt of a written request for the approval of any Major Decision set forth in Section 9.4(b)(i) or (ii), if an Impasse is continuing, either Member (the “Offering Member”) may, in its sole and absolute discretion, deliver written notice (the “Buy-Sell Notice”) to the other Member (the “Responding Member”), proposing a Total Value which would be the basis for calculating the applicable price (“Applicable Price”) at which the Offering Member is willing to either (i) sell to the other Member all of the Offering Member’s Membership Interest; or (ii) purchase from the other Member all of the other Member’s Membership Interest. The Buy-Sell Notice shall be accompanied by a letter or other statement signed by a bank or trust company confirming that the Offering Member has deposited with such bank or trust company the amount of Five Hundred Thousand Dollars ($500,000) (the “Deposit”). The Responding Member shall have a period of thirty (30) days after receipt of the Buy-Sell Notice in which to elect, by written notice to the Offering Member (the “Response Notice”), to either (A) purchase all of the Membership Interest of the Offering Member at the Applicable Price; or (B) sell all of the Responding Member’s Membership Interest to the Offering Member at the purchase price that would be payable by the Offering Member if the Responding Member elects to sell all of the Responding Member’s Membership Interest to the Offering Member (the “Responding Member’s Purchase Price”) based on the amount the Responding Member would receive if the assets of the Company were sold for an amount equal to the Total Value, all third party liabilities were repaid and the balance was paid and/or distributed pursuant to Section 8.2. A Response Notice electing to purchase the Offering Member’s Membership Interest shall include a letter or other statement signed by a bank or trust company confirming that the Responding Member has deposited (or caused to be deposited) with such bank or trust company the amount of Five Hundred Thousand Dollars ($500,000); thereupon, the Deposit previously made by the Offering Member shall be returned to the Offering Member by the bank or trust company with which the Offering Member shall have deposited the Deposit. The failure of the Responding Member to duly and timely give a Response Notice shall constitute its election to sell all of its Membership Interest to the Offering Member at the Applicable Price. Unless otherwise a...
Buy-Sell. (a) Following foreclosure of the Pledged Interests by the Administrative Agent, pursuant to the Security Agreement, on as much of the Pledged Interests as Administrative Agent may foreclose on expeditiously and without opposition in accordance with the provisions of the Security Agreement, or, at the Administrative Agent’s election, following an Event of Default under the Loan Agreement and concurrently with the Administrative Agent’s exercise of remedies under the Security Agreement, Administrative Agent may exercise at any time the rights set forth in this Agreement. (For purposes of this Agreement, “foreclosure” shall include any transfer in lieu of foreclosure.)
Buy-Sell. (a) In the event of a Unanimous Decision, a Super-Majority Decision or a Majority Decision with respect to which a Holder believes there is a potential material disagreement, such Holder may deliver written notice to the Servicer and each other Holder that it requests a vote to determine the resolution of the potential material disagreement. Within two (2) Business Days of such notice, the Servicer shall deliver to each Holder a written notice with the proposed course of action then subject to the potential material disagreement, such proposed course of action being described in the form of a “yes” or “no” question. Such written notice shall indicate, and the respective Holder acknowledges, that (i) each Holder must respond in writing with either a “yes” or “no” response to such proposed course of action within two (2) Business Days of receipt of such proposed course of action and (ii) failure of a Holder to respond within such two (2) Business Day period will be deemed to be a “yes” response from that Holder. The Servicer shall determine which Holders are “yes” Holders and which Holders are “no” Holders, the determination of such shall be binding on the Holders for the purposes of this Section 9 absent manifest error. The Servicer’s determination of “yes” Holders and “no” Holders shall be sent to each Holder and shall be utilized for determining whether any Holder in the group has the requisite percentage of Holders necessary to exercise its right to declare a Material Disagreement in accordance with Section 9(b) below.
Buy-Sell. Each of the following events shall constitute a “Buy-Sell Event” for purposes of this Agreement:
Buy-Sell. (a) Any time after the date that is twenty-four (24) months after Completion of the Project, either Woodfield or CNL may make an offer to purchase the other’s Entire Interest or sell its Entire Interest for such purchase price (which shall be payable in cash at the closing of any such transaction) and on such terms as such Member (the “Proposer”) may propose in a notice (the “Sale Proposal”) to the other Member (the “Responding Member”). The Sale Proposal shall include a statement as to the total purchase price for the Property that formed the basis for the stated purchase price for each Entire Interest.
Buy-Sell. Neither Borrower nor any Affiliate of Borrower shall consummate a buy/sell transaction with respect to the Asset pursuant to the Co-Lender Agreement, under which Borrower or such Affiliate is the buyer, unless prior to consummation of such buy/sell transaction: Borrower or such Affiliate either (i) pledges its additional purchased interest in the Underlying Loan (the “Additional Underlying Loan Interest”) to Lender pursuant to pledge and collateral assignment documentation acceptable to Lender and executes and/or delivers with respect to such Additional Underlying Loan Interest all of the documents required pursuant to Schedule 5 attached hereto, or (ii) executes a letter agreement with Lender pursuant to which Borrower or such Affiliate agrees that, with respect to its Additional Underlying Loan Interest, it will not exercise any voting or consent rights, which letter shall be in form and substance acceptable to Lender. Upon consummation of such a buy/sell transaction, Borrower may prepay the entire Loan (without payment of the Exit Fee provided such prepayment of the Loan is made within ninety (90) days following the acquisition by Borrower or such Affiliate of the Additional Underlying Loan Interest, but with payment of the Exit Fee if such prepayment of the Loan occurs after the end of such ninety (90) day period unless payment of the Exit Fee is otherwise not then required under the terms of this Loan Agreement). If Borrower or any applicable Affiliate thereof subsequently sells any such additional purchased interest in the Underlying Loan to a bona-fide purchaser, who is not an Affiliate of Borrower, (A) any pledge and lien thereon granted to Lender pursuant clause (i) above shall be released by Lender in connection with such subsequent sale of such interest, at Borrower’s sole cost and expense, and (B) from and after the date of any such sale of such interest, any letter agreement delivered by Borrower or its Affiliate pursuant clause (ii) above shall be terminated and of no further force or effect.
Buy-Sell. (a) Either Olympia or Presidio may initiate buy/sell procedures with respect to one or more Partnerships at any time commencing on the Buy/Sell Effective Date (as hereinafter defined) through and including the Standstill Expiration Date. Anything herein to the contrary notwithstanding, buy/sell procedures may not be instituted more than once with respect to any Partnership (except that the delivery of a Buy/Sell Offer that is rescinded pursuant to section 4.2(d) hereof shall not constitute the institution of buy/sell procedures for this purpose). Such buy/sell procedures shall cover, in the case of Olympia, all Units of a Partnership acquired by Olympia and/or any Permitted Transferee pursuant to an Offer (other than Units purchased by Presidio upon exercise of the Call Option) and all other Units owned by Olympia or any affiliate of Olympia at the time the buy/sell procedures are initiated (collectively, the "Olympia Covered Units") and, in the case of Presidio, all Units of such Partnership acquired by Presidio or any affiliate of Presidio upon exercise of the Call Option (collectively, the "Presidio Covered Units").
Buy-Sell. As provided in this Section, each Member may initiate the operation of the buy/sell provisions set forth on Exhibit G hereto (the “Buy/Sell Provisions”), by such electing party giving written notice (the “Buy/Sell Initiation Notice”) to the other Member; provided, such election may be made by the X Member only following the occurrence of a Trigger Event or a Deadlock and may be made by the Y Member following the occurrence of a Deadlock or if the Removal has occurred, and; provided, further, however, that a Member may not initiate the Buy/Sell Provisions if the Buy/Sell Provisions are then in effect with respect to a prior Buy/Sell Initiation Notice. The Member triggering such right shall be the “Initiating Member” and the other Member shall be the “Responding Member” for the purposes of the Buy/Sell Provisions. Following the election of the Buy/Sell Provisions as provided in this Section 11.5, the Members shall follow and comply with the Buy/Sell Provisions set forth on Exhibit G, which Buy/Sell Provisions are incorporated into this Section 11.5 by reference. For purposes of this Section 11.5, a “Deadlock” shall mean, and be deemed to have occurred, if the Members cannot agree on a Major Decision as required under this Agreement and such lack of agreement continues for more than sixty (60) days after the matter was first considered by the Members or proposed for approval and such Major Decision has not been withdrawn for consideration. Notwithstanding anything in this Section 11.5 to the contrary, to the extent that any realty transfer tax is imposed by the [Commonwealth of Pennsylvania and/or the City of Philadelphia] as a result of the Buy/Sell Provisions or a buy/sell transfer made pursuant to the Buy/Sell Provisions, the Members hereby agree that such transfer tax shall be the responsibility of the Initiating Member.
Buy-Sell. 12.01 [The confidential material contained herein has been omitted and has been separately filed with the Commission.]
