Common use of Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing Clause in Contracts

Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing. If there is a ROFO Defaulting Buyer and no ROFO Closing, then: (a) intentionally omitted; (b) the ROFO Defaulting Buyer(s) shall reimburse the ROFO Seller for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Seller in connection with the exercise of the rights of the ROFO Seller under the Asset Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Buyer(s) of an invoice for same, the ROFO Defaulting Buyer(s) being responsible for its/their ROFO Buyer Pro Rata Share of such expenses (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Seller to the ROFO Defaulting Buyer(s) made as of the tenth (10th) Business Day after receipt of such invoice); (c) if the ROFO Buyer(s) is/are an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6; (d) the provisions of Section 9.16 shall apply; and (e) if there are two (2) ROFO Defaulting Buyers, then the ROFO Seller, acting alone, shall have the right to make the Major Decisions provided for in Section 9.16). The remedies expressly set forth in this Section 9.14 and elsewhere in this Article IX are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.

Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing. If there is a ROFO Defaulting Buyer and no ROFO Closing, then: (a) intentionally omitted; (b) the ROFO Defaulting Buyer(s) shall reimburse the ROFO Seller for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Seller in connection with the exercise of the rights of the ROFO Seller under the Asset these Interest Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Buyer(s) of an invoice for same, the ROFO Defaulting Buyer(s) being responsible for its/their ROFO Buyer Pro Rata Share of such expenses (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Seller to the ROFO Defaulting Buyer(s) made as of the tenth (10th) Business Day after receipt of such invoice); (c) if the ROFO Buyer(s) is/are an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6; and (d) the provisions of Section 9.16 Sections 14.19 and 14.20 shall apply; and (e) if there are two (2) ROFO Defaulting Buyers, then the ROFO Seller, acting alone, shall have the right to make the Major Decisions provided for in Section 9.16). The remedies expressly set forth in this Section 9.14 14.16 and elsewhere in this Article IX these Interest Sale ROFO Provisions are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.

Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing. If there is a ROFO Defaulting Buyer and no ROFO Closing, then: (a) intentionally omitted; (b) the ROFO Defaulting Buyer(s) shall reimburse the ROFO Seller for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Seller in connection with the exercise of the rights of the ROFO Seller under the these Asset Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Buyer(s) of an invoice for same, the ROFO Defaulting Buyer(s) being responsible for its/their ROFO Buyer Pro Rata Share of such expenses (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Seller to the ROFO Defaulting Buyer(s) made as of the tenth (10th) Business Day after receipt of such invoice); (c) if the ROFO Buyer(s) is/are an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6; (d) the provisions of Section 9.16 shall apply; and (e) if there are two (2) ROFO Defaulting Buyers, then the ROFO Seller, acting alone, shall have the right to make the Major Decisions provided for in Section 9.16). The remedies expressly set forth in this Section 9.14 and elsewhere in this Article IX are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.

Remedies For a ROFO Defaulting Buyer(s) With No ROFO Closing. If there is a ROFO Defaulting Buyer and no ROFO Closing, then: (a) intentionally omitted; (b) the ROFO Defaulting Buyer(s) shall reimburse the ROFO Seller for the actual and reasonable out-of-pocket costs and expenses theretofore incurred by the ROFO Seller in connection with the exercise of the rights of the ROFO Seller under the Asset Interest Sale ROFO Provisions within ten (10) Business Days after receipt by the ROFO Defaulting Buyer(s) of an invoice for same, the ROFO Defaulting Buyer(s) being responsible for its/their ROFO Buyer Pro Rata Share of such expenses (failing which the amount owed shall be deemed to be a Deficiency Loan from the ROFO Seller to the ROFO Defaulting Buyer(s) made as of the tenth (10th) Business Day after receipt of such invoice); (c) if the ROFO Buyer(s) is/are an Unaffiliated LP, such Unaffiliated LP shall have no further rights under Sections 8.2 through and including 8.6; and (d) the provisions of Section 9.16 Sections 14.19 and 14.20 shall apply; and (e) if there are two (2) ROFO Defaulting Buyers, then the ROFO Seller, acting alone, shall have the right to make the Major Decisions provided for in Section 9.16). The remedies expressly set forth in this Section 9.14 14.16 and elsewhere in this Article IX these Interest Sale ROFO Provisions are intended to be the Partners’ sole and exclusive remedies for a ROFO Buyer Default.