Common use of Procedures for Right of First Offer Clause in Contracts

Procedures for Right of First Offer. (a) If a VTTI Entity proposes to Transfer any Sale Asset during the ROFO Period (other than to an Affiliate as described in Section 4.1(a)) (any such Sale Asset, a “ROFO Asset”, and any such transaction, a “Proposed Transaction”), VTTI shall or shall cause such VTTI Entity to, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable VTTI Entity, which terms, conditions and details shall include any material terms, conditions or other details that such VTTI Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction. (b) The Partnership shall have 30 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with such VTTI Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. (i) If the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and VTTI shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 30 days following the receipt of the ROFO Response by the VTTI Entity. If VTTI and the Partnership are unable to agree on such terms during such 30-day period, the VTTI Entity may Transfer the ROFO Asset to any third party during a 180-day period following the expiration of such 30-day period on terms and conditions determined in the sole discretion of VTTI. (ii) If the Partnership fails to submit a ROFO Response within the ROFO Review Period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and, for a 180-day period after the expiration of the ROFO Review Period, the applicable VTTI Entity shall be free to Transfer the ROFO Asset to any third party on terms and conditions determined in the sole discretion of VTTI. (iii) If the closing of the Transfer of the ROFO Asset does not occur within either of the 180-day periods set forth in clauses (i) and (ii) above, then the ROFO Asset in question shall once again become subject to the restrictions of this Section 4.2, and the VTTI Entity shall no longer be permitted to Transfer such ROFO Asset without again fully complying with the provisions of this Section 4.2. (c) If the Partnership and a VTTI Entity agree to Transfer a ROFO Asset pursuant to the provisions of this Section 4.2, the Selling Unitholder and VTTI Holdings hereby agree to grant their approval as required under any applicable share transfer restrictions in the VTTI Operating Articles of Association.

Procedures for Right of First Offer. (a) If a VTTI US Development ROFO Entity proposes to Transfer any Sale ROFO Asset during the ROFO Period (other than to an Affiliate as described in Section 4.1(a)) (any such Sale Asset, a “ROFO Asset”, and any such transaction, a “Proposed Transaction”), VTTI USD or US Development shall or shall cause such VTTI US Development ROFO Entity to, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable VTTI US Development ROFO Entity, which terms, conditions and details shall include any material terms, conditions or other details that such VTTI US Development ROFO Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction. (b) The Partnership shall have 30 60 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with such VTTI US Development ROFO Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. (i) If the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and VTTI USD or US Development shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 30 60 days following the receipt of the ROFO Response by the VTTI US Development ROFO Entity. If VTTI USD or US Development and the Partnership are unable to agree on such terms during such 3060-day period, the VTTI US Development ROFO Entity may Transfer the ROFO Asset to any third party during a 180-day period following the expiration of such 3060-day period on terms and conditions determined that are not more favorable in the sole discretion aggregate to such third party than those proposed in respect of VTTIthe Partnership in the ROFO Response. (ii) If the Partnership fails to submit a ROFO Response within the ROFO Review Period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and, for a 180-day period after the expiration of the ROFO Review Period, the applicable VTTI US Development ROFO Entity shall be free to Transfer the ROFO Asset to any third party on terms and conditions determined no more favorable to such third party than those set forth in the sole discretion of VTTIROFO Notice. (iii) If the closing of the Transfer of the ROFO Asset does not occur within either of the 180-day periods set forth in clauses (i) and (ii) above, then the ROFO Asset in question shall once again become subject to the restrictions of this Section 4.2, and the VTTI US Development ROFO Entity shall no longer be permitted to Transfer such ROFO Asset without again fully complying with the provisions of this Section 4.2. (c) If the Partnership and a VTTI Entity agree to Transfer a ROFO Asset pursuant to the provisions of this Section 4.2, the Selling Unitholder and VTTI Holdings hereby agree to grant their approval as required under any applicable share transfer restrictions in the VTTI Operating Articles of Association.

Procedures for Right of First Offer. (a) If a VTTI an Apex Entity proposes to Transfer any Sale Asset during the ROFO Period (other than to an Affiliate as described in Section 4.1(a)) (any such Sale Asset, a “ROFO Asset”, “ and any such transaction, a “Proposed Transaction”), VTTI Apex shall or shall cause such VTTI Apex Entity to, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable VTTI Apex Entity, which terms, conditions and details shall include any material terms, conditions condition or other details that such VTTI Apex Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction. (b) . The Partnership shall have 30 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with such VTTI Apex Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including including, without limitation, the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. (i) . If no ROFO Response is delivered by the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and VTTI shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 30 days following the receipt of the ROFO Response by the VTTI Entity. If VTTI and the Partnership are unable to agree on such terms during such 30-day period, the VTTI Entity may Transfer the ROFO Asset to any third party during a 180-day period following the expiration of such 30-day period on terms and conditions determined in the sole discretion of VTTI. (ii) If the Partnership fails to submit a ROFO Response within the ROFO Review Period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and, for a 180-day period after the expiration of the ROFO Review Period, and the applicable VTTI Apex Entity shall be free to Transfer the ROFO Asset to enter into a Proposed Transaction with any third party person on terms and conditions determined in the sole discretion of VTTIApex. (iiib) If the closing Partnership submits a ROFO Response, the Partnership and Apex shall negotiate, in good faith, the terms of the Transfer purchase and sale of the ROFO Asset does not occur within either for 15 days following the receipt of the 180ROFO Response by the Apex Entity. If Apex and the Partnership are unable to agree on such terms during such 15-day periods set forth in clauses (i) and (ii) aboveperiod, then the Apex Entity may Transfer the ROFO Asset in question shall once again become subject to the restrictions of this Section 4.2, any third person on terms and the VTTI Entity shall no longer be permitted to Transfer such ROFO Asset without again fully complying with the provisions of this Section 4.2. (c) If the Partnership and a VTTI Entity agree to Transfer a ROFO Asset pursuant to the provisions of this Section 4.2, the Selling Unitholder and VTTI Holdings hereby agree to grant their approval as required under any applicable share transfer restrictions conditions determined in the VTTI Operating Articles sole discretion of AssociationApex.

Procedures for Right of First Offer. (a) If a VTTI USD or US Development Entity proposes to Transfer any Sale ROFO Asset during the ROFO Period (other than to an Affiliate as described in Section 4.1(a)) (any such Sale Asset, a “ROFO Asset”, and any such transaction, a “Proposed Transaction”), VTTI USD or US Development shall or shall cause such VTTI USD or US Development Entity to, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable VTTI USD or US Development Entity, which terms, conditions and details shall include any material terms, conditions or other details that such VTTI USD or US Development Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction. (b) The Partnership shall have 30 60 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with such VTTI USD or US Development Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. (i) If the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and VTTI USD or US Development shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 30 60 days following the receipt of the ROFO Response by the VTTI USD or US Development Entity. If VTTI USD or US Development and the Partnership are unable to agree on such terms during such 3060-day period, the VTTI USD or US Development Entity may Transfer the ROFO Asset to any third party during a 180-day period following the expiration of such 3060-day period on terms and conditions determined that are not more favorable in the sole discretion aggregate to such third party than those proposed in respect of VTTIthe Partnership in the ROFO Response. (ii) If the Partnership fails to submit a ROFO Response within the ROFO Review Period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and, for a 180-day period after the expiration of the ROFO Review Period, the applicable VTTI USD or US Development Entity shall be free to Transfer the ROFO Asset to any third party on terms and conditions determined no more favorable to such third party than those set forth in the sole discretion of VTTIROFO Notice. (iii) If the closing of the Transfer of the ROFO Asset does not occur within either of the 180-day periods set forth in clauses (i) and (ii) above, then the ROFO Asset in question shall once again become subject to the restrictions of this Section 4.2, and the VTTI USD or US Development Entity shall no longer be permitted to Transfer such ROFO Asset without again fully complying with the provisions of this Section 4.2. (c) If the Partnership and a VTTI Entity agree to Transfer a ROFO Asset pursuant to the provisions of this Section 4.2, the Selling Unitholder and VTTI Holdings hereby agree to grant their approval as required under any applicable share transfer restrictions in the VTTI Operating Articles of Association.

Procedures for Right of First Offer. (a) If a VTTI an Apex Entity proposes to Transfer any Sale Asset during the ROFO Period (other than to an Affiliate as described in Section 4.1(a)) (any such Sale Asset, a “ROFO Asset”, ,” and any such transaction, a “Proposed Transaction”), VTTI Apex shall or shall cause such VTTI Apex Entity to, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable VTTI Apex Entity, which terms, conditions and details shall include any material terms, conditions condition or other details that such VTTI Apex Entity would propose to provide to non-Affiliates in connection with the Proposed Transaction. (b) . The Partnership shall have 30 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with such VTTI Apex Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including including, without limitation, the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. (i) . If no ROFO Response is delivered by the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and VTTI shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 30 days following the receipt of the ROFO Response by the VTTI Entity. If VTTI and the Partnership are unable to agree on such terms during such 30-day period, the VTTI Entity may Transfer the ROFO Asset to any third party during a 180-day period following the expiration of such 30-day period on terms and conditions determined in the sole discretion of VTTI. (ii) If the Partnership fails to submit a ROFO Response within the ROFO Review Period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and, for a 180-day period after the expiration of the ROFO Review Period, and the applicable VTTI Apex Entity shall be free to Transfer the ROFO Asset to enter into a Proposed Transaction with any third party person on terms and conditions determined in the sole discretion of VTTIApex. (iiib) If the closing Partnership submits a ROFO Response, the Partnership and Apex shall negotiate, in good faith, the terms of the Transfer purchase and sale of the ROFO Asset does not occur within either for 15 days following the receipt of the 180ROFO Response by the Apex Entity. If Apex and the Partnership are unable to agree on such terms during such 15-day periods set forth in clauses (i) and (ii) aboveperiod, then the Apex Entity may Transfer the ROFO Asset in question shall once again become subject to the restrictions of this Section 4.2, any third person on terms and the VTTI Entity shall no longer be permitted to Transfer such ROFO Asset without again fully complying with the provisions of this Section 4.2. (c) If the Partnership and a VTTI Entity agree to Transfer a ROFO Asset pursuant to the provisions of this Section 4.2, the Selling Unitholder and VTTI Holdings hereby agree to grant their approval as required under any applicable share transfer restrictions conditions determined in the VTTI Operating Articles sole discretion of AssociationApex.

Procedures for Right of First Offer. (a) If a VTTI Entity proposes to Transfer any Sale Asset during the ROFO Period (other than to an Affiliate as described in Section 4.1(a4.1 (a)) (any such Sale Asset, a “ROFO Asset”, and any such transaction, a “Proposed Transaction”), VTTI shall or shall cause such VTTI Entity to, prior to entering into any such Proposed Transaction, first give notice in writing to the Partnership (the “ROFO Notice”) of its intention to enter into such Proposed Transaction. The ROFO Notice shall include any material terms, conditions and other details as would be reasonably necessary for the Partnership to make a responsive offer to enter into the Proposed Transaction with the applicable VTTI Entity, which terms, conditions and details shall include any material terms, conditions or other details that such VTTI Entity would propose to provide to non-non- Affiliates in connection with the Proposed Transaction. (b) The Partnership shall have 30 days following receipt of the ROFO Notice (the “ROFO Review Period”) to propose an offer to enter into the Proposed Transaction with such VTTI Entity (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including the purchase price the Partnership proposes to pay for the ROFO Asset and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. (i) If the Partnership submits a ROFO Response within the ROFO Review Period, the Partnership and VTTI shall negotiate, in good faith, the terms of the purchase and sale of the ROFO Asset for 30 days following the receipt of the ROFO Response by the VTTI Entity. If VTTI and the Partnership are unable to agree on such terms during such 30-day period, the VTTI Entity may Transfer the ROFO Asset to any third party during a 180-day period following the expiration of such 30-day period on terms and conditions determined in the sole discretion of VTTI. (ii) If the Partnership fails to submit a ROFO Response within the ROFO Review Period, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset, and, for a 180-day period after the expiration of the ROFO Review Period, the applicable VTTI Entity shall be free to Transfer the ROFO Asset to any third party on terms and conditions determined in the sole discretion of VTTI. (iii) If the closing of the Transfer of the ROFO Asset does not occur within either of the 180-day periods set forth in clauses (i) and (ii) above, then the ROFO Asset in question shall once again become subject to the restrictions of this Section 4.2, and the VTTI Entity shall no longer be permitted to Transfer such ROFO Asset without again fully complying with the provisions of this Section 4.2. (c) If the Partnership and a VTTI Entity agree to Transfer a ROFO Asset pursuant to the provisions of this Section 4.2, the Selling Unitholder and VTTI Holdings hereby agree to grant their approval as required under any applicable share transfer restrictions in the VTTI Operating Articles of Association.and