Provisions Generally Applicable to Sales Sample Clauses

Provisions Generally Applicable to Sales. The following provisions shall be applicable to sales under Sections 10.7 and/or 13.2, as indicated: (a) If, under the provisions of Section 10.7, either party (the “Offering Party”) makes an offer (the “10.7 Offer”) to the other party (the “Other Party”) to purchase its Entire Interest, the purchase price (the “Reply Price”) payable by the Other Party to the Offering Party, if the Other Party exercises its election to purchase the Entire Interest of the Offering Party shall be determined as follows: (i) In the event this Section 10.8(a) is triggered in the context of Section 10.7, there shall be determined the “Value” of the Company, after payment of debts, liabilities and expenses, based upon the amount of the 10.7
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Provisions Generally Applicable to Sales. The following provisions shall be applicable to sales under Sections 11.6 and/or 14.2, as indicated: (a) For purposes of any sale of an Entire Interest of a Member, the purchase price shall be adjusted to reflect assets, liabilities and income of the Company not reflected in the Company’s financial statements at the time of the notice of election. Furthermore, the purchase price, as so adjusted, shall be subject to such post-closing adjustments as the circumstances may require. The amount payable to the selling Member for its Entire Interest shall be calculated based on the purchase price, as so adjusted, and distributable on account of such Entire Interest pursuant to the calculation set forth in Section 10.3(b), payable by wire transfer of immediately available funds to the seller’s account. All prorations of real estate taxes, rents, etc., shall be made as of the date of sale. All transfer taxes and recording fees shall be paid for by the party usually charged with such payment under local custom. (b) The purchase price for an Entire Interest shall be further adjusted to account for any outstanding Delinquency Loan(s) made by the selling Member to the Company. Such Delinquency Loan(s), including interest thereon accrued and unpaid, shall be purchased at par by the purchasing Member for the principal amount thereof and accrued and unpaid interest thereon as a condition precedent to such sale. The purchase price for such Delinquency Loan(s) shall be paid by wire transfer of immediately available funds to the selling Member’s account. At the closing, the selling Member shall deliver to the purchasing Member any note and bond evidencing such Delinquency Loan(s) and all documents securing the same and an assignment or satisfaction thereof, in a form reasonably acceptable to the purchasing Member. (c) On payment of the purchase price for an Entire Interest, the purchasing Member shall, at its option, either (1) obtain a release of the selling Member from all liability, direct or contingent, by all holders of all Company debts, obligations or claims against the Company for which any Member is or may be personally liable except for any debts, obligations or claims which are fully insured by public liability insurer(s) acceptable to the selling Member, or (2) cause all such debts, obligations or claims to be paid in full at the closing, or (3) deliver to the selling Member an agreement in a commercially reasonable form and substance to defend, indemnify and save...
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Provisions Generally Applicable to Sales. For purposes of this SECTION 10.8, the Ceppeto Members shall be treated as a single Member and the Boston Properties Members shall be treated as a single Member. The following provisions shall be applicable to sales under SECTIONS 10.1A, 10.3, 10.7 and 12.2: (a) At the closing of the sale of all or a portion of the Equity Interest of a Member to the other Member, the selling Member shall execute an assignment of its interest in the Company, free and clear of all liens, encumbrances and adverse claims, which assignment shall be in form and substance reasonably satisfactory to the purchasing Member, and such other instruments as the purchasing Member shall reasonably require to assign all or such portion of the Equity Interest of the selling Member to such Person as the purchasing Member may designate. For any sale or transfer of all or a portion of a Member's Equity Interest under this ARTICLE 10, the purchasing Member may designate the assignee of such Equity Interest, which assignee (i) in connection with the sale of transfer of a Member's Entire Interest, need not be an Affiliate of the purchasing Member and (ii) in connection with the sale of transfer of less than all of a Member's Entire Interest, shall be an Affiliate of the purchasing Member. (b) It is the intent of the parties to this Agreement that the requirements or obligations, if any, of one Member to sell all or a portion of its Equity Interest to the other Member shall be enforceable by an action for specific performance of a contract relating to the purchase of real property or an interest therein. In the event that the selling Member shall have created or suffered any unauthorized liens, encumbrances or other adverse interests against either the Property or the selling Member's interest in the Company, the purchasing Member shall be entitled either to an action for specific performance to compel the selling Member to have such defects removed, in which case the closing shall be adjourned for such purpose, or, at the purchasing Member's option, to an appropriate offset against the purchase price, which offset shall include all reasonable costs associated with enforcement of this Section. (c) At the election of the purchasing Member, the purchase and sale of all or a portion of an Equity Interest will be structured to avoid, if possible, a termination of the Company for Federal tax purposes and/or under the Act, providing that such structure does not adversely impact the selling Member or the...
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Provisions Generally Applicable to Sales. The following provisions shall be applicable to sales under Sections 10.2, 10.6, 10.7 and/or 13.2, as indicated: (a) If, under the provisions of Section 10.7, either party (the “Offering Party”) makes an offer (the “10.7 Offer”) to the other party (the “Other Party”) to purchase the Other Party’s Entire Interest or to sell its own Entire Interest, the purchase price (1) payable by the Offering Party to the Other Party, if the Other Party exercises its election to sell its Entire Interest to the Offering Party or (2) payable by the Other Party to the Offering Party, if the Other Party exercises its election to purchase the Entire Interest of the Offering Party, as the case may be, shall be determined as follows: (i) In the event this Section 10.8(a) is triggered in the context of a sale of an Entire Interest under Section 10.7, there shall be determined the total amount which would have been available for distribution by the Company under Section 9.3(b) after payment of debts, liabilities, and expenses under Section 13.5 (a), (b), and (c) to all of the Members if the Property were sold for the 10.7 Stated Amount. The amount which would have been distributable to the Offering Party under Section 9.3 if all of the Company’s Property had been sold for an amount equal to the 10.7 Stated Amount after payment of all debts, liabilities, and expenses of the Company referenced above equals the purchase price for the Offering Party’s Entire Interest, and such amount which would have been distributable to the Other Party equals the purchase price for the Entire Interest of the Other Party; and (ii) In the event this Section 10.8(a) is triggered in the context of a sale of 10.7 Sale Property, the purchase price payable to the Company for the 10.7 Stated Property shall be equal to the 10.7 Stated Amount, and such sale shall constitute a Major Capital Event. (b) For purposes of any sale of an Entire Interest of a Member, the purchase price associated with any such sale shall be adjusted to reflect assets and liabilities of the Company not reflected in the Company’s financial statements available to all Members at the time of the notice of election (the “Notice Date”). The purchase price, as so adjusted, shall be determined ten (10) Business Days prior to closing and shall be subject to such post-closing adjustments as the circumstances may require. The purchase price, as so adjusted, shall be paid, at the selling Member’s option, in cash, by certified check drawn to the ...
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Provisions Generally Applicable to Sales. The following provisions shall be applicable to sales of a Member’s Entire Interest under each of Sections 10.7, 10.10 and 13.2(b) except to the extent indicated below: (a) This subparagraph (a) shall be applicable only to a sale of a Member’s Entire Interest under Section 10.7. If, under the provisions of Section 10.7, (i) the Proposer has offered to sell its Entire Interest to the Responding Member and the Responding Member has elected instead to sell its Entire Interest to the Proposer then the purchase price payable to the Responding Member for its Entire Interest shall be determined as set forth in this Section 10.8(a), or (ii) the Proposer has offered to purchase the Entire Interest of the Responding Member and the Responding Member has elected instead to purchase the Entire Interest of the Proposer, then the purchase price payable to the Proposer for its Entire Interest, shall be determined as set forth in this Section 10.8(a). Each such purchase price is the “Reply Price” and shall be determined as follows:
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