Common use of General Partner’s Right of First Refusal Clause in Contracts

General Partner’s Right of First Refusal. Subject to the restrictions on transfer set forth in Article 11, if any Limited Partner receives or obtains an offer from a third-party to acquire in any manner all or any part of its interest in the Partnership, which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing of the offer received, including the name of the offeror, the number of whole or partial Units offered to be purchased, the proposed purchase price and the other terms and conditions of the offer. The General Partner shall have the option for a period of thirty (30) days from the day it receives notice of such offer to purchase such Limited Partner’s interest in the Partnership on the same terms and conditions contained in the offer. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such thirty (30) day period of its intent to exercise the option; otherwise the Limited Partner, in accordance with and subject to the provisions of Article 11, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 12.1. The General Partner may assign the rights under this Section 12.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from any General Partner’s exercise or failure to exercise the purchase option under this Section 12.1, delay in notifying the Limited Partner of any General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 12.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent of the General Partner to allow any third party transferee to become a Substituted Limited Partner, such consent being controlled by the provisions of Section 11.2.

General Partner’s Right of First Refusal. Subject A. Notwithstanding anything in this Agreement to the restrictions on transfer set forth in Article 11contrary, if before any Limited Partner receives may Transfer any Limited Partner Interests to any entity or obtains an offer from person other than a third-party Permitted Transferee, the General Partner will have the right, but not the obligation, to purchase any and all of the Limited Partner Interests subject to such Transfer (the "Transfer Interests"). B. At such time that a Limited Partner proposes to effect a Transfer of Transfer Interests, the transferring Limited Partner shall give prompt written notice (the "Transfer Notice") to the General Partner of such proposed Transfer. The Transfer Notice shall specify the material terms of the proposed Transfer (the "Transfer Terms"), including without limitation, (i) the name of the proposed transferee; (ii) the number of Transfer Shares involved; (iii) the purchase price or other consideration (the "Purchase Price") to be received by the Limited Partner in connection with such Transfer; and (iv) the terms and conditions upon which such Transfer is to take place, including the terms of any deferred payment for the Transfer Interests. The Transfer Notice must further state that the General Partner may acquire in any manner all or any part of its interest the Transfer Interests for the Purchase Price and under the other Transfer Terms set forth in the PartnershipTransfer Notice. C. The General Partner will have fifteen (15) Business Days after its receipt of a Transfer Notice (the "Purchase Period") during which to exercise its right to purchase all or a portion of the Transfer Interests for the Purchase Price and under the other Transfer Terms set forth in the Transfer Notice. The General Partner must exercise its right by giving written notice to the transferring Limited Partner, within the Purchase Period, of the number of Transfer Interests as to which offer the Limited Partner intends to accept, the Limited Partner shall promptly notify the General Partner in writing is exercising its right to purchase. The General Partner's failure to give written notice of exercise within the Purchase Period will be deemed an election by the General Partner not to purchase any Transfer Shares. D. The Limited Partner proposing to make a Transfer may Transfer any Transfer Interests not being purchased by the General Partner at any time within one hundred twenty (120) days after the expiration of the offer receivedPurchase Period; provided, including however, that (i) such Transfer must be in accordance with the name of Transfer Terms specified in the offeror, Transfer Notice and (ii) the number of whole or partial Units offered to be purchased, the proposed purchase price and transferring Limited Partner must have complied with all the other terms and conditions of imposed by this Article 11. E. If a Limited Partner purports to make a Transfer without providing a Transfer Notice, or a purported Transfer is made or required to be made pursuant to a court order, the offer. The General Partner shall have the option for a period of thirty (30) days from the day it receives notice of such offer Purchase Period will be deemed to purchase such Limited Partner’s interest in the Partnership start on the same terms and conditions contained in date on which the offer. The General Partner may exercise its option by notifying the Limited Partner proposing to sell prior to the end of such thirty (30) day period of its intent to exercise the option; otherwise the Limited Partner, in accordance with and subject to the provisions of Article 11, may convey or dispose of the part of the Partner’s interest in the Partnership that was the subject of the offer but only at the price, terms and conditions, and to the party specified in the offer notice to the General Partner. If terms and conditions more favorable to the proposed purchaser than, or in any material manner different from, those offered to the General Partner should be agreed to by the Limited Partner, the General Partner shall again have the option to purchase the selling Limited Partner’s interest in the Partnership which is subject to the more favorable or different purchase terms in accordance with this Section 12.1. The General Partner may assign the rights under this Section 12.1 to the Partnership, in which event, the Limited Partner’s interest may be liquidated (rather than purchased) by the Partnership. Neither the General Partner nor the Partnership shall be liable or accountable to any Limited Partner which attempts to transfer its interest in the Partnership for any loss, damage, expense, cost, or liability resulting from any General Partner’s exercise or failure to exercise the purchase option under this Section 12.1, delay in notifying the Limited Partner of any General Partner’s intention not to exercise the purchase option, or its enforcement of the requirements of this Section 12.1 in the event that it elects not to exercise the purchase option. The General Partner’s failure to exercise the purchase option or to indicate in writing that it is electing not to exercise the option shall not be deemed a consent President of the General Partner obtains actual and complete knowledge of the purported Transfer or order. Any such purported Transfer or order will be subject to allow any third party transferee to become a Substituted Limited the rights of the General Partner, such consent being controlled by the provisions of Section 11.2.