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of the first two appraisals shall govern.
6.5. Installment Buy-Outs. Rather than pay all
cash on the Closing Date, the Company may elect, on ten
(10) days prior notice to the Transferor, to pay the
Purchase Price on an installment basis. If it does so,
then it shall pay 25% of the Purchase Price in cash on
the Closing Date and the balance by executing and
delivering its promissory note, in a form acceptable to
both the Company and the Transferor, to the Transferor.
6.6. Insolvency.
6.6.1. If, immediately following the
purchase of any Interest or Membership Rights, the
Company would be insolvent, the Company shall be
relieved of its obligation to purchase that portion of
the Interest of Membership Rights that would render the
Company insolvent or may nominate a purchaser for that
portion of the Interest or Membership Rights Interest
or Membership Rights.
6.6.2. If the Company is unable to pay
lawfully for all of the Interests purchased under the
applicable provisions of this Agreement, then no
surviving or remaining Members shall be liable for or
shall be required to assume the Company’s obligation to
purchase the balance of the Interests.
SECTION VII
Dissolution, Liquidation and Termination of the Company
7.1. Events of Dissolution. The Company shall be
dissolved upon the happening of any of the following
events:
7.1.1. upon the unanimous written agreement
of all of the Members; or
7.1.2. upon the occurrence of an Involuntary
Withdrawal of a Member, unless the remaining Members,
within ninety (90) days after the occurrence of the
Involuntary Withdrawal, unanimously elect to continue
the business of the Company pursuant to the terms of
this Agreement.
7.2. Procedure for Winding Up and Dissolution.
If the Company is dissolved, the General Manager shall
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Last modified: March 27, 2008