Common use of No Solicitation of Offers; Notice of Proposals from Others Clause in Contracts

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the Company nor any of its subsidiaries will, and the Company will use commercially reasonable efforts to cause its and its subsidiaries’ respective directors, officers, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly (i) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group (a “Third Party”) with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, asset purchase, unit exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount of the assets or real property of the Company and its subsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those transactions being an “Acquisition Transaction”) or (ii) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions contemplated by this Agreement; provided, however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to result in greater value to the Unitholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or payments by the Company. Nothing in this Section will prohibit the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business.

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the Company nor any of its subsidiaries will, and the Company will use commercially reasonable its best efforts to cause its and its subsidiaries’ ' respective directors, officers, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly (ix) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group (a “"Third Party”") with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, share acquisition, asset purchase, unit share exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount portion of the assets or real property of the Company and its subsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted significant equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those transactions being an “"Acquisition Transaction”) ", or (iiy) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions contemplated by this Agreement; provided, provided however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine Company's Board of Directors determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to would result in greater value to the Unitholders Company's stockholders than the transactions contemplated by this Agreement Merger and would be more favorable to the Company and its stockholders than the Merger and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less 37 40 favorable in the aggregate to the Company than those contained in the Confidentiality AgreementAgreements, each dated as of February 2811, 2002 (as amended2000, the “Confidentiality Agreement”), among each of Lima between Lennar and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or any payments by the Company. Nothing in this Section Paragraph will prohibit the Board of Directors of the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business.

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the Company nor any of its subsidiaries will, Subsidiaries shall (and the Company will use commercially reasonable efforts to shall cause its and its subsidiaries’ respective the officers, directors, officers, employees, representatives and agents of the Company and each of its Subsidiaries, including investment bankers, attorneys and other agents and representatives accountants, not to), directly or indirectly (i) indirectly, encourage, solicit, participate in or initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic non-public information) or knowingly take any inquiry action designed to facilitate any discussions, inquiries, negotiations or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group (a “Third Party”) proposals with respect to, to or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, concerning any merger, consolidation, share acquisition, asset purchase, unit share exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount portion of the assets or real property of the Company and its subsidiariesSubsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted significant equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries (any of those proposed transactions being an “"Acquisition Transaction”Proposal"). Nothing contained in this Section 5.3 or any other provision of this Agreement shall prohibit the Company or the Board from (i) taking and disclosing to the Company's stockholders a position with respect to a tender or exchange offer by a third party not solicited, encouraged, discussed, continued or failed to be ceased or terminated in contravention of this Agreement pursuant to Rules 14d-9 and 14e-2 under the Exchange Act, or (ii) negotiatemaking such disclosure to the Company's stockholders as, explore in the good faith judgment of the Board, pursuant to advice from outside counsel, is reasonably expected to be required under applicable law, provided that the Company may not, except as permitted by Section 8.3, withdraw or otherwise communicate in modify its position with respect to the Merger or approve or recommend any way with Acquisition Proposal, or enter into any Third Party agreement with respect to any possible Acquisition TransactionProposal. Upon execution of this Agreement, the Company will immediately cease any existing activities, discussions or enter into, approve or recommend negotiations with any agreement, arrangement or understanding requiring it parties conducted heretofore with respect to abandon, terminate or otherwise fail to consummate the Merger or any other of the transactions foregoing. Notwithstanding the foregoing, prior to the Effective Time, the Company may furnish information (including non-public information) to any Person pursuant to appropriate confidentiality agreements (which shall permit the disclosure contemplated by this Agreement; provided, however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement furnish information toSection 5.3(a)), and engage may negotiate and participate in discussions or and negotiations with, a Third Party, with such Person concerning an Acquisition Proposal if, but only if, (A) the General Partners determine in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to result in greater value to the Unitholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or payments by the Company. Nothing in this Section will prohibit the Company from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business.:

No Solicitation of Offers; Notice of Proposals from Others. (a) Neither the Company nor any of its subsidiaries Subsidiaries will, and the Company will use commercially reasonable its best efforts to cause its and its subsidiaries’ Subsidiaries' respective directors, officers, employees, investment bankers, attorneys and other agents and representatives not to, directly or indirectly (ix) solicit, initiate or knowingly facilitate or encourage (including by way of furnishing or disclosing nonpublic information) any inquiry or the making of any offer or proposal by any corporation, partnership, trust, person or other entity or group other than Parent or its affiliates (a “"Third Party”") with respect to, or that could reasonably be expected to lead to, any acquisition of Units representing 15% or more of the fully diluted Units as of the date of determination, any merger, consolidation, share acquisition, asset purchase, unit share exchange, business combination, tender offer, exchange offer or similar transaction involving the acquisition of all or a substantial amount portion of the assets or real property of the Company and its subsidiariesSubsidiaries, taken as a whole, out of the ordinary course of the Company’s business, or a 15% or greater fully diluted significant equity interest in (including by way of tender offer), or a recapitalization or restructuring of, the Company or any of its material subsidiaries Subsidiaries (any of those transactions being an “"Acquisition Transaction”") or (iiy) negotiate, explore or otherwise communicate in any way with any Third Party with respect to any possible Acquisition Transaction, or enter into, approve or recommend any agreement, arrangement or understanding requiring it to abandon, terminate or otherwise fail to consummate the Merger or any other of the material transactions contemplated by 22 26 this Agreement; provided, provided however, that the Company may, in response to a proposal which was not solicited after the date of this Agreement Agreement, furnish information to, and engage in discussions or negotiations with, a Third Party, if, but only if, (A) the General Partners determine Company Board determines in good faith, after consultation with a financial advisor of nationally recognized reputation, that the Third Party is financially capable of completing the transaction which that is the subject of the proposal and that, if completed, that transaction would, taking all relevant circumstances into consideration, reasonably be expected to would result in greater value to the Unitholders Company's shareholders than the transactions contemplated by this Agreement and would be more favorable to the Company and its shareholders than the transactions contemplated by this Agreement and (B) before furnishing or disclosing any non-public information to, or entering into discussions or negotiations with, the Third Party, the Company receives from the Third Party an executed confidentiality agreement with terms no less favorable in the aggregate to the Company than those contained in the Confidentiality Agreement, dated as of February 28, 2002 (as amended, the “Confidentiality Agreement”), among each of Lima Agreement between Parent and the Company, which confidentiality agreement does not provide for any exclusive right to negotiate with the Company or any payments by the Company. Nothing in this Section will prohibit the Company Board from complying with Rule 14e-2 and Rule 14d-9 under the Exchange Act with regard to a tender offer or an exchange offer or prohibit the Company from selling assets or properties in the ordinary course of business.