Common use of Outside Activity Clause in Contracts

Outside Activity. (a) Any Affiliate of a Partner and any stockholder, director, officer or employee of a Partner may have business interests and engage in business activities in addition to those relating to the Partnership, provided, however, that, except as provided in Section 6.3(d), each Partner will not, and will cause its Affiliates (in the case of Waltxx Xxxeet, only its Associates) not to, purchase any interest in, or otherwise deal with, the Target Partnership except through the Partnership. The foregoing restriction shall not prohibit de minimis purchases of Units (not exceeding 1% (one percent) of the outstanding Units in the aggregate) by any Partner or Affiliate thereof. Neither the Partnership nor any of the Partners or Assignees shall have any rights by virtue of this Agreement or the partnership relationship created hereby in any business ventures of any such Person or any of the revenues, profits or losses derived therefrom. (b) If a Partner (the "Proposing Partner") desires that the Partnership make a Follow-up Offer, then if the other Partner does not agree to the terms thereof within 48 hours (5 days if no Competing Offer is then outstanding) after the Proposing Partner proposes such Follow-up Offer, the Proposing Partner or its Affiliate shall be entitled to make such Follow-up Offer independently of the Partnership. In such event, none of the Partnership, the other Partners or its Affiliates shall make a Tender Offer competing with such Follow-up Offer. Any Follow-up Offer made together by the Partners shall be completed on a basis where each of Waltxx Xxxeet and Insignia have a 50% interest with joint control as co-managing partners and on other terms substantially similar to the terms of this Agreement. (c) Without the consent of all Partners, each Partner agrees that it will not, and will cause its Affiliates (in the case of Waltxx Xxxeet, as to its Associates only) not to, (i) participate in, directly or indirectly, any solicitation of proxies or become a participant in any election contest with respect to any general partner interest in the Target Partnership, or (ii) acquire, directly or indirectly, any general partner interest in the Target Partnership. Notwithstanding the foregoing, if any Person (other than the Partners and their respective Affiliates (in the case of Waltxx Xxxeet, as to its (d) Neither Partner nor any Affiliate thereof (in the case of Waltxx Xxxeet, as to its Associates only) may acquire any property, or the indebtedness secured by such property, from or relating to the Target Partnership without offering to the other Partner, an opportunity or reasonable notice to purchase a 50% interest in such acquisition.