Fill and Sign the Shoot Out Clauses in Partnerships and Close Corporations Form

-1- 6.17[5][b] Buy-Sell Clauses and Related Material Example 1 (Fifty-Fifty General Partnership or Limited Liability Company Joint Venture; Buy-Sell Device Includes an Auction Procedure):Section 1.01 Buy-Sell Right.(a) Either Venturer (the "Offeror Venturer") shall have the right, at any time (i) after good faith efforts have failed to resolve a deadlock on the Committee over a material matter affecting the operation of the Venture, or (ii) after the third anniversary of the date of this Agreement, exercisable by written notice (the "Offer") to the other Venturer (the "Offeree Venturer"), to offer to buy the Offeree Venturer's interest in the Partnership at a purchase price and upon the other terms specified in the Offer. (b) The Offeree Venturer must elect by written notice (the "Notice of Election") to the Offeror Venturer within sixty days after receipt of the Offer, either: (i) to sell the Offeree Venturer's entire interest in the Partnership to the Offeror Venturer at the purchase price and on the other terms specified in the Offer, or (ii) to offer to purchase the Offeror Venturer's entire interest in the Venture at a purchase price equal to the price set forth in the Offer, plus 5% of such price. (c) If the Offeree Venturer elects clause (i) of Section 1.01(b), the Venturers shall, within thirty (30) days after receipt of the Notice of Election, execute such documents and instruments reasonably required by the Offeror Venturer to sell and transfer the Offeree Venturer's interest in the Venture to the Offeror Venturer at the purchase price and on the other terms specified in the Offer, and the closing of such sale shall take place as soon as practicable but in any event within thirty days thereafter. At such closing, the Offeree Venturer shall sell and transfer its interest in the Venture to the Offeror Venturer free and clear of Encumbrances other than Encumbrances arising out of Venture financing. (d) If the Offeree Venturer elects clause (ii) of Section 1.01(b), the Offer made thereunder (at 105% of the Offeror Venturer's proposed purchase price) shall be deemed to be a new Offer by the Offeree Venturer under Section 1.01(a), and the Offeror Venturer then elects clause (i) of Section 1.01(b), the Offeror Venturer will sell its interest in the Venture to the Offeree Venturer and shall have the rights set forth in Section 1.01(c). If, on the other hand, the Offeror Venturer elects under clause (ii) of Section 1.01(b) to offer to purchase the Offeree Venturer's interest at 105% of the Offeree Venturer's proposed purchase price, such offer shall be deemed a new Offer by the Offeror Venturer under Section 1.01(a) whereupon the Offeree Venturer shall have the right either to sell or to offer to buy at a price equal to 105% of the Offeror Venturer's new price. This process will continue until one Venturer, in response to an Offer, elects clause (i) of Section 1.01(b) and sells its interest to the other Venturer hereunder, it being the intent of this Section 1.01 following an Offer under Section 1.01(a), to create a private auction between the Venturers with price increases in 5% increments until one Venturer buys the other Venturer's entire interest in the Venture. -2- (e) Neither Venturer shall be entitled to make an Offer under Section 1.01(a) during the pendency of an Offer under Section ____ [relating to right of first refusal] or after receipt of a Notice of Default under Section ____ [triggering put-call rights].