RESULTING FROM THE SALE HAD BEEN MADE AND NO RESERVES ARE ESTABLISHED) (THE
"BUY-SELL ELECTION PERIOD"); OR (B) TO BUY THE OFFEROR'S INTEREST IN THE COMPANY
AT A PRICE EQUAL TO THE AMOUNT THE OFFEROR WOULD HAVE RECEIVED PURSUANT TO A
LIQUIDATION OF THE COMPANY IF THE ASSETS HAD BEEN SOLD TO A THIRD PARTY FOR THE
BUY-SELL VALUE AND THE PROCEEDS THEREFROM HAD BEEN APPLIED AND DISTRIBUTED IN
ACCORDANCE WITH SECTION 12.2 (ASSUMING THAT ALL ALLOCATIONS RESULTING FROM THE
SALE HAD BEEN MADE AND NO RESERVES ARE ESTABLISHED).
IF THE OFFEREE FAILS TO
MAKE SUCH AN ELECTION WITHIN THE BUY-SELL ELECTION PERIOD, THE OFFEREE SHALL BE
DEEMED TO HAVE ELECTED TO SELL ITS INTERESTS IN THE COMPANY.
WITHIN TEN (10)
DAYS OF THE EXPIRATION OF THE BUY-SELL ELECTION PERIOD, THE PURCHASING MEMBER
SHALL DEPOSIT INTO ESCROW A NON-REFUNDABLE AMOUNT EQUAL TO ONE PERCENT (1.0%) OF
THE BUY-SELL VALUE (THE "ESCROW DEPOSIT") WITH A NATIONALLY RECOGNIZED TITLE
INSURANCE COMPANY MUTUALLY ACCEPTABLE TO THE MEMBERS, WHICH AMOUNT SHALL BE
APPLIED TO THE PURCHASE PRICE AS OF THE CLOSING.
IN ANY CASE IN WHICH THERE IS
MORE THAN ONE PURCHASING MEMBER, THE PURCHASING MEMBERS SHALL DETERMINE THE
PROPORTIONS OF THE INTERESTS IN THE COMPANY TO BE PURCHASED BY EACH SUCH MEMBER.
(D)
CLOSING SHALL OCCUR AT THE OFFICES OF THE
COMPANY NO LATER THAN THIRTY (30) DAYS FOLLOWING THE DATE AFTER THE EXPIRATION
OF THE BUY-SELL ELECTION PERIOD.
IT IS UNDERSTOOD AND AGREED THAT IF A PORTION
OF THE ASSETS ARE SOLD BETWEEN THE TIME THAT THE OFFEROR INITIATES THE PROCEDURE
SET FORTH SECTION 8.4(A) ABOVE AND CLOSING, THE PROCEEDS OF SUCH SALE SHALL BE
RETAINED BY THE COMPANY AND NOT DISTRIBUTED TO THE MEMBERS.
AT THE CLOSING, THE
APPLICABLE INTERESTS IN THE COMPANY SHALL BE DULY CONVEYED, FREE OF ALL LIENS
AND ENCUMBRANCES, AND THE PURCHASE PRICE SHALL BE PAID BY WIRE TRANSFER OF
IMMEDIATELY AVAILABLE FEDERAL FUNDS.
AT THE ELECTION OF THE PURCHASING MEMBER,
THE APPLICABLE INTERESTS IN THE COMPANY TO BE PURCHASED MAY BE ACQUIRED IN THE
NAME OF A NOMINEE (WHETHER OR NOT SUCH NOMINEE IS AN AFFILIATE OF THE PURCHASING
MEMBER), PROVIDED, THAT THE PURCHASING MEMBER SHALL HAVE DESIGNATED SUCH NOMINEE
BY WRITTEN NOTICE PRIOR TO THE DATE OF PURCHASE.
IT SHALL BE A CONDITION OF THE
SELLING MEMBER'S OBLIGATION TO PROCEED WITH ANY SUCH PURCHASE THAT THE
PURCHASING MEMBER SHALL HAVE OBTAINED RELEASES OF ANY GUARANTIES OF INDEBTEDNESS
OF THE COMPANY EXECUTED BY THE SELLING MEMBER OR ANY AFFILIATES OF (OR
PRINCIPALS IN) SUCH SELLING MEMBER.
THE PURCHASING MEMBER, IN ADDITION TO
PAYING AT THE CLOSING THE PURCHASE PRICE, SHALL BE OBLIGATED TO LOAN TO THE
COMPANY AN AMOUNT SUFFICIENT TO DISCHARGE AT THE CLOSING ALL OUTSTANDING AND
UNPAID OBLIGATIONS OF THE COMPANY TO THE SELLING MEMBER AS OF SUCH TIME.
(E)
UPON RECEIPT OF THE PURCHASE PRICE, THE
SELLING MEMBER SHALL EXECUTE AND DELIVER ALL DOCUMENTS REASONABLY REQUIRED TO
TRANSFER THE INTEREST IN THE COMPANY BEING SOLD.
THE SELLING MEMBER SHALL ALSO
EXECUTE SUCH RESIGNATIONS