Common use of Purchase and Sale of Interest Clause in Contracts

Purchase and Sale of Interest. If any Member is in Payment Default, and the Member does not cure the default within fifteen (15) days by payment of the full amount of the Deferred Capital Contribution which is due, plus accrued interest on the defaulted amount, the Managing Member may send a notice to all non-defaulting Members stating that those non-defaulting Members wishing to purchase said interest shall have the prorata right to do so by giving notice of such intent to the Managing Member within fifteen (15) says of their receipt of the notice. Any Member failing to give such notice of intent within such fifteen (15) day period shall be deemed to have waved such right and any portion of the defaulting Member’s interest not so acquired by non-defaulting Members shall be offered to the remaining non-defaulting Members by notice from the Managing Member and any such non-defaulting Member shall have a pro rata right to acquire the interest offered by giving the Managing Member notice within fifteen (15) days of their receipt of the notice. This procedure will be followed until all of the defaulting Member’s interest has been acquired by the non-defaulting Members if they so elect. (Any Member acquiring such interest is sometimes hereinafter referred to as a “Replacement Member”.) The total purchase price for any purchase under this Section shall be 100% of the defaulting Member’s Ownership Interest Value, less all interest accrued on the defaulted amount to the date of such purchase, such 100% discount representing the risk, hardship and administrative costs of the default to the LLC. The purchase price shall be payable in cash. Notwithstanding the foregoing, if Replacement Member or Members purchase the defaulting Member’s interest, the Replacement Member shall have all rights associated with the entire interest. Any purchaser acquiring a defaulting Member’s interest pursuant to this Section shall be obligated to contribute any remaining additional contributions required of such Member under this Agreement.

Purchase and Sale of Interest. If any Member is in Payment ------------------------------ Default, and the Member does not cure the default within fifteen (15) days by payment of the full amount of the Deferred Capital Contribution which is due, plus accrued interest on the defaulted amount, the Managing Member may send a notice to all non-defaulting Members stating that those non-defaulting Members wishing to purchase said interest shall have the prorata pro rata right to do so by giving notice of such intent to the Managing Member within fifteen (15) says days of their receipt of the notice. Any Member failing to give such notice of intent within such fifteen (15) day period shall be deemed to have waved waived such right and any portion of the defaulting Member’s 's interest not so acquired by non-defaulting Members shall be offered to the remaining non-defaulting Members by notice from the Managing Member and any such non-defaulting Member shall have a pro rata right to acquire the interest offered by giving the Managing Member notice within fifteen (15) days of their receipt of the notice. This procedure will be followed until all of the defaulting Member’s 's interest has been acquired by the non-defaulting Members if they so elect. (Any Member acquiring such interest is sometimes hereinafter referred to as a “"Replacement Member”".) The total purchase price for any purchase under this Section shall be 100% eighty percent (80%) of the defaulting Member’s 's Ownership Interest Value, less all interest accrued on the defaulted amount to the date of such purchase, such 100% twenty percent (20%) discount representing the risk, hardship and administrative costs of the default to the LLC. The purchase price shall be payable in cash. Notwithstanding the foregoing, if Replacement Member or Members purchase purchase(s) the defaulting Member’s 's interest, the Replacement Member Member(s) shall have all rights associated with the entire interest. Any purchaser acquiring a defaulting Member’s 's interest pursuant to this Section shall be obligated to contribute any remaining additional contributions required of such Member under this Agreement.