MC Partners’ Rights Sample Clauses

MC Partners’ Rights. 1The parties hereto hereby agree and acknowledge that the MC Partners had certain rights, benefits and obligations with respect to the Project, the Component Entities and the ROFR Component Entities memorialized in the Original Partnership. In connection with the Redemption, the Original Partnership redeemed the MC Partners’ respective partnership interests in the Original Partnership in exchange for: (i) $22,500,000 in cash paid on the Execution Date; (ii) the distribution to Special General Partner of non-economic general partnership interests in each of the A-B Office LP, the C-D Office LP and the Hotel LP (each an “MC Component Entity” or “Office/Hotel Component Owner” and being collectively referred to herein as the “MC Component Entities” or “Office/Hotel Component Owners”); and (iii) the distribution of certain rights, benefits and obligations of the MC Partners with respect to the Component Entities and the ROFR Component Entities. Contemporaneously with the Redemption, the JV GP delivered the MC Note to MC Entertainment. The parties hereto intend that, following the Redemption and the delivery of the MC Note, and prior to any Take Down, none of the MC Partners shall be treated as partners of any Component Entity or ROFR Component Entity for tax purposes. Except as otherwise provided herein, the parties hereto agree that MC Partners shall have only those certain rights, benefits and obligations (the “M▇▇▇-▇▇▇▇ Rights”) which are set forth in this Agreement, the Redemption Agreement, the MC Note and the Office/Hotel Component LP Agreements and, as applicable, which shall be set forth in the ROFR Component Entity Agreements. MDLP, the applicable MC Component Entity and the JV GP represent and warrant that each of MDLP and the applicable MC Component Entity is duly authorized and has the full authority to grant, or permit the exercise of, such M▇▇▇-▇▇▇▇ Rights to or by the MC Partners and that neither MDLP, the applicable MC Component Entity nor the JV GP (nor any of their Affiliates) has taken or omitted to take any action or will take or omit to take any action that would adversely affect the M▇▇▇-▇▇▇▇ Rights of either or both of the MC Partners. Such M▇▇▇-▇▇▇▇ Rights shall be exercisable by Special General Partner as a general partner and/or option holder in each MC Component Entity or, as applicable, each ROFR Component Entity or, if such rights may only be exercisable by MDLP, then, promptly upon the receipt of written notice from the MC Partners...