Responding General Partner's Election not to Purchase Sample Clauses

Responding General Partner's Election not to Purchase. If the Responding General Partner delivers a timely Response Notice that specifies the Responding General Partner's election not to purchase the Partnership Interests of the Offering General Partner and its Related Partners, then the Managing General Partner shall require the Responding General Partner and its Related Partners to transfer their entire Partnership Interests to the Offering General Partner (or, at the Offering General Partner's election, its Related Partner) on the terms and conditions of the Offer Notice and Offered Agreement. If the Responding General Partner fails to deliver a timely Response Notice, then the Offering General Partner and Responding General Partner must consummate the purchase and sale of the entire Partnership Interests of the Responding General Partner and its Related Partners to the Offering General Partner (or its Related Partner) for cash in an amount equal to the Interest Price for such Partnership Interests and on the other terms and conditions of the Offered Agreement. Any purchase and sale described hereinabove must close within the sixty (60) day period beginning on the earlier of (x) the date of delivery of the Response Notice, or (y) the expiration of the thirty (30) day period during which the Responding General Partner is required to deliver a Response Notice.
Sample 1
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Responding General Partner's Election not to Purchase. If the Responding General Partner delivers a timely Response Notice that specifies the Responding General Partner's election not to purchase the Buy/Sell Property, as described in Section 11.1(a) above, then the Managing General Partner shall cause the Partnership to sell the Buy/Sell Property to the Offering General Partner, or if the Responding General Partner fails to deliver a timely Response Notice, then the Offering General Partner must elect either, (i) if the Buy/Sell Property comprises less than all of the Qualified Properties, proceed to close the acquisition of the Buy/Sell Property at the Offer Price in accordance with the terms and conditions of the Offered Agreement, provided, however, that such closing must take place within the ninety (90) day period beginning on the earlier of (x) the date of delivery of the Response Notice, or (y) the expiration of the thirty (30) day period during which the Responding General Partner is required to deliver a Response Notice, or, (ii) if the Buy/Sell Property comprises all of the Qualified Properties, to purchase the Percentage Interests of the Other Partners within the ninety (90) day period described in clause (i) above, for cash in an amount equal to the amount the Other Partners would receive under Section 9.2 hereof if the Partnership assets were sold at the Offer Price and the Partnership were liquidated and dissolved (the "RESPONDING INTEREST PRICE"). In determining the amount of the Responding Interest Price, it will be assumed that no reserves will be required pursuant to Section 9.2 hereof.
Sample 1
Responding General Partner's Election not to Purchase. If the Responding General Partner delivers a timely Response Notice that specifies the Responding General Partner’s election not to purchase the Buy/Sell Property or the interests of the Partnership in the SP Subsidiary(ies) that directly or indirectly own(s) the Buy/Sell Property, as described in Section 11.1(a) above, then the Managing General Partner shall either cause the Partnership to sell the Buy/Sell Property, or the interests in the SP Subsidiary(ies) that directly or indirectly own(s) the Buy/Sell Property, to the Offering General Partner on the terms and conditions of the Offer Notice and Offered Agreement or, if the Buy/Sell Property consists of all of the Qualified Properties, require the Responding General Partner and its Related Partners to transfer their entire Partnership Interests to the Offering General Partner or its designee(s) on the terms and conditions of the Offer Notice and Offered Agreement. If the Responding General Partner fails to deliver a timely Response Notice, then the Offering General Partner must (and the Managing General Partner shall cause the Partnership or the SP Subsidiary that owns the Buy/Sell Property to) either, (i) if the Buy/Sell Property consists of less than all of the Qualified Properties, proceed to close the sale of the Buy/Sell Property (or the interests in the SP Subsidiary(ies) that directly or indirectly own(s) the Buy/Sell Property) to the Offering General Partner or its designee(s) at the Offer Price in accordance with the terms and conditions of the Offered Agreement, or (ii) if the Buy/Sell Property comprises all of the Qualified Properties, consummate the purchase and sale of the entire Partnership Interests of the Responding General Partner and its Related Partners to the Offering General Partner or its designee(s) for cash in an amount equal to the Interest Price for such Partnership Interests and on the other terms and conditions of the Offered Agreement. Any purchase and sale described hereinabove must close within the sixty (60) day period beginning on the earlier of (x) the date of delivery of the Response Notice, or (y) the expiration of the thirty (30) day period during which the Responding General Partner is required to deliver a Response Notice.
Sample 1

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