Common use of Offer Notice Clause in Contracts

Offer Notice. (i) The Offering Member shall give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders specifying: (A) the number of Offered Units proposed to be Transferred by the Offering Member; and (B) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, (1) the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such price. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option Period described in Section 10.3(d)(iii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.3; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders specifying: (A) the number and series of Offered Units proposed to be Transferred by the Offering Member; and (B) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Classseries, (1) the Offering Member Notice shall state the number of Units of each Class series which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Classseries, in which case, the Offering Member Notice shall state each such price. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option Period described in Section 10.3(d)(iii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.3; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five business days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a signed, bona fide offer for a Transfer of its or his Units and specifying: : (A) the number of Offered Units proposed to be Transferred by the Offering Member; and (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than sixty business days from the date of the Offering Member Notice; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the name of the Person who has offered to purchase such Offered Units. The Offering Member Notice shall state be accompanied by a copy of the number of Units of each Class which constitute signed offer from the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceproposed purchaser. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii11.2(d)(iii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: : (A) the Offering Member has full right, title and interest in and to the Offered Units; ; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.311.2; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement; and (D) the Offered Units are the subject of a bona fide offer from the proposed purchaser.

Offer Notice. (i) The Offering Member shall shall, within ten (10) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Class A Preferred Units or Class A Common Units (as applicable) and specifying: (A) the number of Offered Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the Offering Member Notice; (C) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii9.03(d)(ii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.39.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO ROFR Rightholders stating that such Offering Member has received a bona fide offer for a Transfer of such Offering Member’s Units and specifying: : (A) the number amount of Offered Units proposed to be Transferred by the Offering Member; and (B) the name of the Person who has offered to purchase such Offered Units (including, to the extent known by the Offering Member after using commercially reasonable efforts to obtain such information, all parties that, directly or indirectly, hold interests in such Person, unless such Person is a publicly traded company); (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer, including a description of any non-cash consideration; provided that if and (D) the Offered Units include Units proposed date, time, and location of more the closing of the Transfer, which shall not be less than one Class, sixty (160) days from the date of the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceNotice. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option Period described in Section 10.3(d)(iii)ROFR Notice Period. (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO ROFR Rightholder that: : (A) the Offering Member has full right, title title, and interest in and to the Offered Units; ; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units as contemplated by this Section 10.310.03; and and (C) the Offered Units are free and clear of any and all liens Liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Preferred Units and/or Common Units (or applicable Unit Equivalents) and specifying: (A) the number of Offered Preferred Units proposed and/or Offered Common Units to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the Offering Member Notice; (C) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s 's offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iiiX.3(d)(iv). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.3X.3; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) business days of receipt of the offer from the Prospective Transferee, give written notice (the “Offering Member Notice”) to the Company ROFR Rightholders stating that it has received a bona fide offer from a Prospective Transferee and the ROFO Rightholders specifying: : (A) the number amount of Offered Units proposed Interests to be Transferred by the Offering Member; and (B) the name of the Person who has offered to purchase such Offered Interests; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; provided that if and (D) the Offered Units include Units proposed date, time and location of more the closing of the Transfer, which shall not be less than one Class, sixty (160) days from the date of the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceNotice. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units Interests to the Company and the ROFO ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option ROFR Notice Period described in Section 10.3(d)(iii(as hereinafter defined). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO ROFR Rightholder that: : (Aa) the Offering Member has full right, title and interest in and to the Offered Units; Interests; (Bb) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units Interests as contemplated by this Section 10.36.3; and and (Cc) the Offered Units Interests are free and clear of any and all liens Liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) days of receipt of the offer from the Independent Third Party, give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders specifying: other Members stating that it has received a bona fide offer from an Independent Third Party and specifying (Aa) the number of Offered Units proposed Securities to be Transferred sold by the Offering Member; and , (Bb) the name of the Person who has offered to purchase such Offered Securities, (c) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if , including a description of any non-cash consideration in sufficient detail to permit the Offered Units include Units valuation thereof, and (d) the proposed date, time, and location of more the closing of the Transfer, which shall not be less than one Class, thirty (130) days from the date of the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceNotice. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units Securities to the Company and the ROFO Rightholdersother Members, which offer shall be irrevocable until the end of the ROFO Rightholder Option Period described in Section 10.3(d)(iii)ROFR Offer Notice Period. (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder that: other Member that (Aa) the Offering Member has full right, title title, and interest in and to the Offered Units; Securities, (Bb) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units Securities as contemplated by this Section 10.3; and 9.02, and (Cc) the Offered Units Securities are free and clear of any and all liens Liens (other than those arising as a result of or hereunder, those that may arise under the terms Securities Act and other applicable federal or state securities or blue sky laws, and those attributable to actions of this Agreementthe purchasers thereof).

Offer Notice. (i) The Offering Member shall shall, within ten (10) days of receipt of the offer from the Independent Third Party, give written notice (the “Offering Member Notice”) to the Company. If the Company fails to exercise its option to acquire all the Offered Interest within seven (7) days, the Offering Member shall then give written notice to the other Members stating that it has received a bona fide offer from an Independent Third Party and the ROFO Rightholders specifying: (Ai) the number percentage of Offered Units proposed Interest to be Transferred sold by the Offering Member; and; (Bii) the name of the Person who has offered to purchase such Offered Interest; (iii) the purchase price per Offered Unit (which for the avoidance of doubt shall be payable solely in cash) and the other material terms and conditions of the proposed Transfer; provided that if and (iv) the Offered Units include Units proposed date, time and location of more the closing of the Transfer, which shall not be less than one Class, sixty (160) days from the date of the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceNotice. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units Interest to the Company and the ROFO Rightholdersother Members, which offer shall be irrevocable until the end of the ROFO Rightholder Option Period described in Section 10.3(d)(iii)ROFR Offer Notice Period. (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder other Member that: : (Ax) the Offering Member has full right, title and interest in and to the Offered Units; Interest; (By) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units Interest as contemplated by this Section 10.38.03; and and (Cz) the Offered Units are Interest is free and clear of any and all liens Liens (other than those arising as a result of or hereunder, those that may arise under the terms Securities Act and other applicable federal or state securities or blue sky laws, and those attributable to actions of this Agreementthe purchasers thereof).

Offer Notice. (i) The Offering Member shall shall, within five (5) business days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a signed, bona fide offer for a Transfer of its or his Units and specifying: : (A) the number of Offered Units proposed to be Transferred by the Offering Member; and (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) business days from the date of the Offering Member Notice; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the name of the Person who has offered to purchase such Offered Units. The Offering Member Notice shall state be accompanied by a copy of the number of Units of each Class which constitute signed offer from the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceproposed purchaser. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii11.2(d)(iii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: : (A) the Offering Member has full right, title and interest in and to the Offered Units; ; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.311.2; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement; and (D) the Offered Units are the subject of a bona fide offer from the proposed purchaser.

Offer Notice. (i) The Offering Member shall shall, within three (3) Business Days of receipt of the Transfer offer, give written notice (the “"Offering Member Notice”") to the Company and the ROFO Rightholders Applicable ROFR Rightholder stating that it has received a bona fide offer for a Transfer of its Common Units and specifying: (A) the number of Offered Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the Offering Member Notice; (C) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s 's offer to Transfer the Offered Units to the Company and the ROFO RightholdersApplicable ROFR Rightholder, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii10.03(d)(iv). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.310.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders Applicable ROFR Rightsholders stating that it has received a bona fide offer for a Transfer of its Preferred Units and/or Common Units (or applicable Unit Equivalents) and specifying: (A1) the number of Offered Preferred Units proposed and/or Offered Common Units to be Transferred by the Offering Member; and; (B2) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) Business Days from the date of the Offering Member Notice; (3) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (14) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO RightholdersApplicable ROFR Rightsholders at the same price and upon the same terms as set forth in the Member Offering Notice, which offer shall be irrevocable until the end of the ROFO Rightholder ROFR Rightsholder Option Period described in Section 10.3(d)(iii10.03(d)(iv). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder Applicable ROFR Rightsholder that: (A1) the Offering Member has full right, title and interest in and to the Offered Units; (B2) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.310.03; and (C3) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company Applicable ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Common Units (or applicable Unit Equivalents) and the ROFO Rightholders specifying: (A) the number of Offered Common Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the Offering Member Notice; (C) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii11.03(d)(ii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that:; (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.311.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i1) The Offering Member shall shall, within five (5) Business Days of receipt of the Bona Fide Offer from an Independent Third Party, give written notice (the “Offering Member Notice”) to the Company and the ROFO Rightholders specifying: other Members stating that it has received such offer. Such Offering Member Notice shall (Ax) specify (i) the number of Offered Units proposed Membership Interest to be Transferred sold by the Offering Member; and , (Bii) the name of the Independent Third Party who has offered to purchase price per such Offered Unit Membership Interest, (which shall iii) the consideration to be payable solely in cashpaid for the Offered Membership Interest and (iv) the proposed date, time and location of the other material terms and conditions closing of the Transfer; provided that if , which shall not be less than 60 Business Days from the Offered Units include Units date of more than one Class, (1) the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units Notice; and (2y) be accompanied by a copy of the Offering Member may, at its discretion, provide for written document constituting a different price per Offered Unit with respect to each such Class, in which case, part of the Offering Member Notice shall state each such priceBona Fide Offer. (ii2) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units Membership Interest to the Company and the ROFO Rightholdersother Members, which offer shall be irrevocable until the end of the ROFO Rightholder Option ROFR Notice Period described (as defined in Section 10.3(d)(iii3.6(c)(1) below). (iii3) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder other Member that: : (Ai) the Offering Member has full right, title and interest in and to the Offered Units; Membership Interest; (Bii) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units Membership Interest as contemplated by this Section 10.33.6; and and (Ciii) the Offered Units are Membership Interest is free and clear of any and all liens other than those arising as a result of or under the terms of this AgreementLiens.

Offer Notice. (i) The Offering Member shall shall, within five (5) days of receipt of the Transfer Offer, give written notice (the a “Offering Member ROFR Notice”) to the Company stating that it has received a Transfer Offer for the Offered Units and the ROFO Rightholders specifyingspecifying in reasonable detail: (A) the class(es) and the applicable aggregate number of Offered Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than sixty (60) days from the date of the ROFR Notice; (C) the purchase price per Unit or Unit Equivalent for each applicable class of Offered Unit (which shall be payable solely in cash) Units and the other material terms and conditions manner of payment; and (D) the name of the Transfer; provided that if Prospective Transferee who has offered to purchase such Offered Units. In the Offered Units include Units event of a Transfer Offer involving more than one Class, (1) the Offering Member Notice shall state the number class of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which caseUnits, the Offering Member may deliver a single ROFR Notice shall state each such priceto the Company. (ii) The Offering Member ROFR Notice shall constitute the Offering Member’s offer to Transfer all of the Offered Units to the Company and in accordance with the ROFO Rightholdersprovisions of this Section 4.05, which offer shall be irrevocable until the end of the ROFO Rightholder Company Option Period described in Section 10.3(d)(iii4.05(d)(ii). (iii) By delivering the Offering Member ROFR Notice, the Offering Member represents and warrants to the Company and each ROFO Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered UnitsUnits described in the ROFR Notice; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such the Offered Units described in the ROFR Notice as contemplated by this Section 10.34.05; and (C) the Offered Units are described in the ROFR Notice is free and clear of any and all liens liens, claims, encumbrances, security interests or restrictions on Transfer (other than those arising as a result of or restrictions on transfer imposed under applicable federal and state securities laws and other than the terms and conditions of this Agreement).

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Common Units (or applicable Unit Equivalents) and specifying: (A) the number of Offered Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) Business Days from the date of the Offering Member Notice; (C) the purchase price per Offered Common Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii10.03(d)(iii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.310.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within 10 Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Class A Preferred Units or Class A Common Units (as applicable) and specifying: (A) the number of Offered Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) days from the date of the Offering Member Notice; (C) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii9.03(d)(ii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.39.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five business days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a signed, bona fide offer for a Transfer of its or his Units and specifying: : (A) the number of Offered Units proposed to be Transferred by the Offering Member; and (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than sixty business days from the date of the Offering Member Notice; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the name of the Person who has offered to purchase such Offered Units. The Offering Member Notice shall state be accompanied by a copy of the number of Units of each Class which constitute signed offer from the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceproposed purchaser. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii11.2(d)(iii). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; ; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.311.2; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement; and (D) the Offered Units are the subject of a bona fide offer from the proposed purchaser.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO Applicable ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Preferred Units and/or Common Units (or applicable Unit Equivalents) and specifying: (A) the number of Offered Preferred Units proposed and/or Offered Common Units to be Transferred by the Offering Member; and; (B) the proposed date, time and location of the closing of the Transfer, which shall not be less than 60 (sixty) Business Days/days from the date of the Offering Member Notice; (C) the purchase price per Applicable Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO Applicable ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii10.03(d)(iv). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO Applicable ROFR Rightholder that: (A) the Offering Member has full right, title and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.310.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within ten Business Days of receipt of the offer from the Independent Third Party, give written notice (the “Offering Member Notice”) to the Company and the ROFO ROFR Rightholders stating that it has received a bona fide offer from an Independent Third Party and specifying: : (A) the number amount of Offered Units proposed Interests to be Transferred by the Offering Member; and (B) the name of the Person who has offered to purchase such Offered Interests; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; provided that if and (D) the Offered Units include Units proposed date, time and location of more the closing of the Transfer, which shall not be less than one Class, (1) 60 days from the date of the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceNotice. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units Interests to the Company and the ROFO ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option ROFR Notice Period described in Section 10.3(d)(iii(as hereinafter defined). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO ROFR Rightholder that: : (Aa) the Offering Member has full right, title and interest in and to the Offered Units; Interests; (Bb) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units Interests as contemplated by this Section 10.39.03; and and (Cc) the Offered Units Interests are free and clear of any and all liens Liens or other restrictions or limitations of any nature whatsoever other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the Transfer offer, give written notice (the “Offering Member Notice”) to the Company and the ROFO ROFR Rightholders stating that it has received a bona fide offer for a Transfer of its Units and specifying: (A) the number of Offered Units proposed to be Transferred by the Offering Member; and; (B) the proposed date, time, and location of the closing of the Transfer, which shall not be less than 30 (thirty) days from the date of the Offering Member Notice; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer; provided that if the Offered Units include Units of more than one Class, and (1D) the Offering Member Notice shall state name of the number of Units of each Class which constitute the Person who has offered to purchase such Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceUnits. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units to the Company and the ROFO ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO ROFR Rightholder Option Period described in Section 10.3(d)(iii)10.03(d)(iv) . (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO ROFR Rightholder that: (A) the Offering Member has full right, title title, and interest in and to the Offered Units; (B) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer such Offered Units as contemplated by this Section 10.310.03; and (C) the Offered Units are free and clear of any and all liens other than those arising as a result of or under the terms of this Agreement.

Offer Notice. (i) The Offering Member shall shall, within five (5) Business Days of receipt of the offer from the Independent Third Party, give written notice (the “Offering Member Notice”) to the Company and the ROFO ROFR Rightholders stating that it has received a bona fide offer from an Independent Third Party and specifying: : (A) the number amount of Offered Units proposed Interests to be Transferred by the Offering Member; and (B) the name of the Person who has offered to purchase such Offered Interests; (C) the purchase price per Offered Unit (which shall be payable solely in cash) and the other material terms and conditions of the Transfer, including a description of any non-cash consideration in sufficient detail to permit the valuation thereof; provided that if and (D) the Offered Units include Units proposed date, time and location of more the closing of the Transfer, which shall not be less than one Class, sixty (160) days from the date of the Offering Member Notice shall state the number of Units of each Class which constitute the Offered Units and (2) the Offering Member may, at its discretion, provide for a different price per Offered Unit with respect to each such Class, in which case, the Offering Member Notice shall state each such priceNotice. (ii) The Offering Member Notice shall constitute the Offering Member’s offer to Transfer the Offered Units Interests to the Company and the ROFO ROFR Rightholders, which offer shall be irrevocable until the end of the ROFO Rightholder Option ROFR Notice Period described in Section 10.3(d)(iii(as hereinafter defined). (iii) By delivering the Offering Member Notice, the Offering Member represents and warrants to the Company and each ROFO ROFR Rightholder that: : (Aa) the Offering Member has full right, title and interest in and to the Offered Units; Interests; (Bb) the Offering Member has all the necessary power and authority and has taken all necessary action to Transfer sell such Offered Units Interests as contemplated by this Section 10.39.03; and and (Cc) the Offered Units Interests are free and clear of any and all liens Liens other than those arising as a result of or under the terms of this Agreement.