Sample Buy-Sell Agreement Page 2
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10Units (excluding the Offered Units) or in such other proportion upon which the other
Owners may agree. During this 30-day period, the other Owners must collectively
agree to buy all or none of the Offered Units. If the other Owners exercise their
option to buy, then they shall acquire the Offered Units on the same terms and
conditions as contained in the notice of the proposed sale or transfer. These terms
shall be supplemented as necessary by the payment terms described in Article III
below.
b. Permitted Sale or Transfer to Third Party Purchaser. If the other Owners do not
validly exercise their option to buy all of the Offered Units within the 30-day period,
then the Seller may complete the sale or transfer to the Third Party Purchaser.
However, the sale or transfer must be made on the same terms and conditions as those
contained in the notice to the other Owners. Further, the Third Party Purchaser must
agree in writing to be bound by the terms of this Agreement before or at the time of
the sale or transfer. If the sale or transfer to the Third Party Purchaser is not
completed within sixty (60) days after the expiration of the other Owners' 30-day
option period, then the authorization under this Agreement for such sale or transfer
shall be deemed withdrawn as if no such sale or transfer had been contemplated and
no notice had been given.
3. Involuntary Lifetime Sale or Transfer. Any Owner who has any information that
would reasonably lead that Owner to expect that an Involuntary Lifetime Disposition
(defined below) may occur with respect to that Owner's Units, and any person or entity
who has acquired or may acquire an interest in such Units, must promptly provide written
notice to each of the other Owners. The notice must describe the nature and details of the
Involuntary Lifetime Disposition, and must state the name of the party (the "Third Party
Transferee"). The Owner shall be deemed to have offered to sell such Owner's Units
(the "Offered Units") to the other Owners.
a. First Option to Other Owners. Each of the other Owners shall have thirty (30)
days from the effective date of such notice during which such other Owners may elect
to buy the Offered Units in proportion to their respective ownership of all outstanding
Units (excluding the Offered Units) or in such other proportion upon which the other
Owners agree. If the other Owners exercise their option to buy some or all of the
Offered Units, then they shall acquire such Units at the purchase price and on the
payment terms described in Articles II and III below.
b. Permitted Sale or Transfer to Third Party Transferee. If the other Owners do not
validly exercise their option to buy all of the Offered Units within the 30-day period,
then any remaining Offered Units may be transferred to the Third Party Transferee.
However, the transfer must be made on the same terms and conditions as those
contained in the notice to the other Owners. Further, the Third Party Transferee must
agree in writing to be bound by the terms of this Agreement before or at the time of
the transfer. If the transfer to the Third Party Transferee is not completed within sixty
(60) days after the expiration of the other Owners' 30-day option period, then the
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