Section I.1. .

Deadlock

(a) If at any time during the term of this Agreement, there is any deadlock among the Members regarding the Required Consent Decisions set forth in Section 5.2, hereof, then upon the occurrence of such a deadlock, any Member may deliver to the other Member an irrevocable notice (the “Buy-Sell Notice”) which shall contain (i) a statement of intent to rely on this Section and (ii) a valuation stating the aggregate dollar amount which such Member would be willing to pay for all of the Company’s assets as of that date, after payment of all costs and expenses customarily paid in connection with a transfer of all of the Company’s assets (the “Valuation Amount”). The Member that has issued a Buy-Sell Notice is hereinafter referred to as the “Offeror” and the Member receiving the Buy-Sell Notice is hereinafter referred to as the “Offeree.” (b) The Offeree shall have thirty (30) days after receipt of the Buy-Sell Notice in which to elect either (i) to sell all of such Offeree’s Interests to the Offeror for the amount the Offeree would be entitled to receive if the Company sold all of the Company’s assets for the Valuation Amount and distributed the proceeds thereof to the Members after paying all liabilities of the Company, or (ii) to purchase the Offeror’s Interest for the amount the Offeror would be entitled to receive if the Company sold all of the Company’s assets for the Valuation Amount and distributed the proceeds thereof to the Members after paying all liabilities of the Company (in either case, such amount is hereinafter referred to as the “Purchase Price”). The election described above shall be made in writing, with any failure by the Offeree to respond in writing within the thirty (30) day period described above to be a conclusive presumption that the Offeree has elected to sell such Offeree’s Interests to the Offeror pursuant to clause (i) above. (c) The Party obligated to purchase hereunder (the “Buyer”) shall fix a closing date not later than sixty (60) days following the date of the exercise or deemed exercise described in Section 7.4(a), above. The closing of such transaction shall take place at the offices of the Company or at such other time and place as the parties shall reasonably agree. (d) The Member which is required to sell such Member’s Interests (the “Seller”), shall execute and deliver to the Buyer instruments of conveyance, and such other instruments as the Buyer may reasonably require, to give the Buyer good and clear record and marketable title to all of the Seller’s right, title and interest in and to Seller’s Interests, and the Seller hereby irrevocably constitutes and appoints the Buyer its attorney-in-fact to execute, acknowledge and deliver such instruments as may be necessary or appropriate to carry out and enforce the provisions of this Section. At the closing, the Buyer shall transfer to the Seller in immediately available funds the Purchase Price.

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