Common use of Right of First Offer Procedures Clause in Contracts

Right of First Offer Procedures. For as long as Provident and its Affiliates maintain a direct or indirect controlling interest in the General Partner, if any member of the Provident Group (the “Disposing Party”) desires to sell or otherwise Transfer any Subject Assets, the Disposing Party shall provide the Partnership Group a right of first offer to acquire such Subject Assets (the “Sale Assets”) pursuant to the following procedures: (a) The Disposing Party shall deliver a written offer (the “Disposing Party Offer”) to the General Partner, on behalf of the Partnership Group, which Disposing Party Offer shall describe the Sale Assets, the purchase price (payable in cash or in securities of the Partnership at the option of the Disposing Party) at which it wishes to sell the Sale Assets and the proposed terms of sale. The Disposing Party Offer shall constitute a binding offer to sell the Sale Assets to the Partnership Group on the terms set forth therein; (b) the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, shall have a period of forty-five (45) days (the “Negotiation Period”) from the date of the Offer to accept the Disposing Party Offer or negotiate alternative terms of sale acceptable to the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, and the Disposing Party; (c) if the Disposing Party and the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, agree upon the terms of sale for the Sale Assets prior to the expiration of the Negotiation Period, such Parties shall enter into definitive documentation to effect such Transfer, which shall be closed within thirty (30) days after the end of the Negotiation Period or such longer period as may be reasonably necessary to complete a unitholder vote by the Partnership (if required) or a financing (if required) or to obtain any required consents; (d) if, at the end of the Negotiation Period, the Disposing Party and the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, each acting in good faith, have not agreed upon the terms of sale for the Sale Assets, or if the Transfer is not completed within the period specified in Section 3.1(c), the Disposing Party may thereafter (i) Transfer the Sale Assets (subject to any changes in form or condition, financial or otherwise, which in the reasonable opinion of the Disposing Party are not material taken as a whole) to a bona fide third party dealing at arm’s length with the Disposing Party (a “Third Party Transferee”) at a price and on terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party are not more favorable to the Third Party Transferee than those contained in the Disposing Party Offer or (ii) conduct a bona fide auction for the Subject Assets, seeking offers (each, an “Offer”) to be submitted to the Disposing Party by a specified date (the “Offer Date”) from two or more Third Party Transferees and from the General Partner, on behalf of the Partnership with the approval of the Conflicts Committee, for consideration by the Disposing Party; (e) if the Disposing Party conducts an auction pursuant to Section 3.1(d), the Disposing Party may accept the Offer that the Disposing Party, acting in good faith, determines is the best Offer. If the Partnership Group does not submit an Offer or if the Partnership Group submits an Offer that is not determined by the Disposing Party, acting in good faith, to be the best Offer, the Partnership Group waives all rights to the purchase of the Sale Assets, provided that the Disposing Party and the Third Party Transferee consummate the Transfer of the Sale Assets within one hundred twenty (120) days from the expiration of the Negotiation Period in the case of a Transfer pursuant to Section 3.1(d)(i), or the Offer Date in the case of an auction pursuant to Section 3.1(d)(ii); (f) in the event that the Disposing Party and the Third Party Transferee fail to consummate the Transfer of the Sale Assets within the one hundred twenty (120) day period as applicable in Section 3.1(e), the Partnership Group’s rights under this Article III with respect to the Sale Assets shall again become effective, and the Disposing Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Partnership Group in the manner provided in this Section 3.1; and (g) upon any Transfer to a Third-Party Transferee, the Disposing Party shall deliver to the General Partner, on behalf of the Partnership Group, a copy of the document evidencing such Transfer. If the Transfer is pursuant to Section 3.1 (d)(i) the Disposing Party shall deliver to the General Partner, on behalf of the Partnership Group, a certificate of an officer of the Disposing Party stating that the transfer of the Subject Assets from the Disposing Party to the Third Party Transferee was made at a price and upon the terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party were not more favorable to the Third Party Transferee than those set forth in the Offer.

Right of First Offer Procedures. For as long as Provident and its Affiliates maintain a direct or indirect controlling interest in the General Partner, if any member of the Provident Group (the “"Disposing Party”") desires to sell or otherwise Transfer any Subject Assets, the Disposing Party shall provide the Partnership Group a right of first offer to acquire such Subject Assets (the “"Sale Assets”") pursuant to the following procedures: (a) The Disposing Party shall deliver a written offer (the “"Disposing Party Offer”") to the General Partner, on behalf of the Partnership Group, which Disposing Party Offer shall describe the Sale Assets, the purchase price (payable in cash or in securities of the Partnership at the option of the Disposing Party) at which it wishes to sell the Sale Assets and the proposed terms of sale. The Disposing Party Offer shall constitute a binding offer to sell the Sale Assets to the Partnership Group on the terms set forth therein; (b) the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, shall have a period of forty-five (45) days (the “"Negotiation Period”") from the date of the Offer to accept the Disposing Party Offer or negotiate alternative terms of sale acceptable to the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, and the Disposing Party; (c) if the Disposing Party and the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, agree upon the terms of sale for the Sale Assets prior to the expiration of the Negotiation Period, such Parties shall enter into definitive documentation to effect such Transfer, which shall be closed within thirty (30) days after the end of the Negotiation Period or such longer period as may be reasonably necessary to complete a unitholder vote by the Partnership (if required) or a financing (if required) or to obtain any required consents; (d) if, at the end of the Negotiation Period, the Disposing Party and the General Partner, on behalf of the Partnership Group and with the approval of the Conflicts Committee, each acting in good faith, have not agreed upon the terms of sale for the Sale Assets, or if the Transfer is not completed within the period specified in Section 3.1(c), the Disposing Party may thereafter (i) Transfer the Sale Assets (subject to any changes in form or condition, financial or otherwise, which in the reasonable opinion of the Disposing Party are not material taken as a whole) to a bona fide third party dealing at arm’s 's length with the Disposing Party (a “"Third Party Transferee”") at a price and on terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party are not more favorable to the Third Party Transferee than those contained in the Disposing Party Offer or (ii) conduct a bona fide auction for the Subject Assets, seeking offers (each, an “"Offer”") to be submitted to the Disposing Party by a specified date (the “"Offer Date”") from two or more Third Party Transferees and from the General Partner, on behalf of the Partnership with the approval of the Conflicts Committee, for consideration by the Disposing Party; (e) if the Disposing Party conducts an auction pursuant to Section 3.1(d), the Disposing Party may accept the Offer that the Disposing Party, acting in good faith, determines is the best Offer. If the Partnership Group does not submit an Offer or if the Partnership Group submits an Offer that is not determined by the Disposing Party, acting in good faith, to be the best Offer, the Partnership Group waives all rights to the purchase of the Sale Assets, provided that the Disposing Party and the Third Party Transferee consummate the Transfer of the Sale Assets within one hundred twenty (120) days from the expiration of the Negotiation Period in the case of a Transfer pursuant to Section 3.1(d)(i), or the Offer Date in the case of an auction pursuant to Section 3.1(d)(ii); (f) in the event that the Disposing Party and the Third Party Transferee fail to consummate the Transfer of the Sale Assets within the one hundred twenty (120) day period as applicable in Section 3.1(e), the Partnership Group’s 's rights under this Article III with respect to the Sale Assets shall again become effective, and the Disposing Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Partnership Group in the manner provided in this Section 3.1; and (g) upon any Transfer to a Third-Party Transferee, the Disposing Party shall deliver to the General Partner, on behalf of the Partnership Group, a copy of the document evidencing such Transfer. If the Transfer is pursuant to Section 3.1 (d)(i) the Disposing Party shall deliver to the General Partner, on behalf of the Partnership Group, a certificate of an officer of the Disposing Party stating that the transfer of the Subject Assets from the Disposing Party to the Third Party Transferee was made at a price and upon the terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party were not more favorable to the Third Party Transferee than those set forth in the Offer.

Right of First Offer Procedures. For as long as Provident and its Affiliates maintain a QRC Entity maintains a direct or indirect controlling interest in the General PartnerMLP, if any member of the Provident Group QRC Entity (the “"Disposing Party”") desires to sell or otherwise Transfer any Subject Assets, the Disposing Party shall provide the Partnership Group a right of first offer to acquire such Subject Assets (the “Sale Assets”) pursuant to the following procedures: (a) The Disposing Party shall deliver a written offer (the “Disposing Party "Option Offer”") to the General PartnerQuest GP, on behalf of the Partnership Group, which Disposing Party . The Option Offer shall will describe the Sale Subject Assets, the purchase price (payable in cash or in securities Common Units of the Partnership MLP at the option of the Disposing Party) at which it the Disposing Party wishes to sell the Sale Subject Assets and the proposed terms of the sale. The Disposing Party Option Offer shall will constitute a binding offer to sell the Sale Subject Assets to the Partnership Group on the terms set forth therein;. (b) the General PartnerQuest GP, on behalf of the Partnership Group and with the approval of the Conflicts Committee, shall will have a period of forty-five (45) 45 days (the “"Negotiation Period”") from the date of the Option Offer to accept the Disposing Party Offer Party's offer or negotiate alternative terms of sale acceptable to the General PartnerQuest GP, on behalf of the Partnership Group and with the approval of the Conflicts Committee, and the Disposing Party;. (c) if If the Disposing Party and the General PartnerQuest GP, on behalf of the Partnership Group and with the approval of the Conflicts Committee, agree upon the terms of sale for the Sale Subject Assets prior to the expiration of the Negotiation Period, such Parties shall parties will enter into definitive documentation to effect such Transfer, which shall will be closed within thirty (30) 30 days after the end of the Negotiation Period or such longer period as may be reasonably necessary to complete a unitholder or stockholder vote by the Partnership MLP or the Disposing Party, as applicable, (if required) or a financing (if required) or to obtain any required consents;. (d) ifIf, at the end of the Negotiation Period, the Disposing Party and the General PartnerQuest GP, on behalf of the Partnership Group and with the approval of the Conflicts Committee, each acting in good faith, have not agreed upon the terms of sale for the Sale Subject Assets, or if the Transfer is not completed within the period specified in Section 3.1(c5.01(c), the Disposing Party may thereafter (i) Transfer the Sale Subject Assets (subject to any changes in form or condition, financial or otherwise, which in the reasonable opinion of the Disposing Party are not material taken as a whole) to a bona fide third party dealing at arm’s 's length with the Disposing Party (a “"Third Party Transferee”") at a price and on terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party are not more favorable to the Third Party Transferee than those contained in the Disposing Party Option Offer or (ii) conduct a bona fide auction for the Subject Assets, seeking offers (each, an “a "Bid Offer”") to be submitted to the Disposing Party by a specified date (the “"Offer Date”") from two or more Third Party Transferees and from the General PartnerQuest GP, on behalf of the Partnership MLP with the approval of the Conflicts Committee, for consideration by the Disposing Party;. (e) if If the Disposing Party conducts an auction pursuant to Section 3.1(d5.01(d), the Disposing Party may accept the Bid Offer that the Disposing Party, acting in good faith, determines is the best Bid Offer. If the Partnership Group does not submit an a Bid Offer or if the Partnership Group submits an a Bid Offer that is not determined by the Disposing Party, acting in good faith, to be the best Bid Offer, the Partnership Group waives all rights to the purchase of the Sale Subject Assets, provided that the Disposing Party and the Third Party Transferee consummate the Transfer of the Sale Subject Assets within one hundred twenty (120) 120 days from the expiration of the Negotiation Period in the case of a Transfer pursuant to Section 3.1(d)(i5.01(d)(i), or the Offer Date in the case of an auction pursuant to Section 3.1(d)(ii5.01(d)(ii);. (f) in In the event that the Disposing Party and the Third Party Transferee fail to consummate the Transfer of the Sale Subject Assets within the one hundred twenty (120) -day period as applicable in Section 3.1(e5.01(e), the Partnership Group’s 's rights under this Article III V with respect to the Sale Subject Assets shall will again become effective, and the Disposing Party shall may not thereafter Transfer any of the Sale Subject Assets without first offering such assets to the Partnership Group in the manner provided in this Section 3.1; and5.01. (g) upon Upon any Transfer to a Third-Third Party Transferee, the Disposing Party shall deliver to the General PartnerQuest GP, on behalf of the Partnership Group, a copy of the document evidencing such Transfer. If the Transfer is pursuant to Section 3.1 (d)(i) 5.01(d)(i), the Disposing Party shall deliver to the General PartnerQuest GP, on behalf of the Partnership Group, a certificate of an officer of the Disposing Party stating that the transfer Transfer of the Subject Assets from the Disposing Party to the Third Party Transferee was made at a price and upon the terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party Party, were not more favorable to the Third Party Transferee than those set forth in the Option Offer.

Right of First Offer Procedures. For as long as Provident a period ending on the earlier of (a) the fifth anniversary of the Closing Date and its Affiliates maintain (b) a direct Change of Control of the MLP or indirect controlling interest in the General Partner, if any member of the Provident Group Fund Entity (the “Disposing Party”) desires to sell or otherwise Transfer any Fund Subject Assets, the Disposing Party shall provide the Partnership MLP Group a right of first offer to acquire such Fund Subject Assets (the “Fund Sale Assets”) pursuant to the following procedures: (a) The Disposing Party shall deliver a written offer notice (the “Disposing Party OfferNotice”) to the General Partner, on behalf of the Partnership MLP Group, which that shall describe in reasonable detail the Fund Sale Assets. Except as expressly provided in the Disposing Party Offer shall describe the Sale AssetsNotice, the purchase price (payable in cash or in securities of the Partnership at the option of the Disposing Party) at which it wishes to sell the Sale Assets and the proposed terms of sale. The Disposing Party Offer Notice shall not constitute a binding an offer to sell the Fund Sale Assets to the Partnership Group on the terms set forth therein;MLP Group. (b) the The General Partner, on behalf of the Partnership MLP Group and with the approval of the Conflicts Committee, shall have a period of forty-five (45) thirty days or such longer time as agreed by the Conflicts Committee and the Disposing Party (the “Negotiation Period”) from the date of the Offer to accept General Partner’s receipt of the Disposing Party Offer or negotiate alternative terms of sale acceptable Notice to provide to the General Partner, Disposing Party the MLP Group’s offer to purchase the Fund Sale Assets on behalf of the Partnership Group and with the approval of terms approved by the Conflicts Committee, and the Disposing Party;. (c) if If the Disposing Party and the General Partner, on behalf of the Partnership MLP Group and with the approval of the Conflicts Committee, agree upon the terms of sale for the Fund Sale Assets prior to the expiration of the Negotiation PeriodPeriod (as same may be extended with the approval of the Disposing Party), such Parties shall enter into definitive documentation to effect such Transfer, which shall be closed within thirty (30) days after the end of the Negotiation Period or such longer period as may be reasonably necessary to complete a unitholder vote by the Partnership MLP (if required) or a financing ), to finance the purchase of the Fund Sale Assets (if required) ), including by means of the issuance of additional Common Units or debt securities, or to obtain any required consents;governmental or other third party consents or approvals. (d) ifIf, at the end of the Negotiation Period, the Disposing Party and the General Partner, on behalf of the Partnership MLP Group and with the approval of the Conflicts Committee, each acting in good faith, have not agreed upon the terms of sale for the Fund Sale Assets, or if the Transfer is not completed within the period specified in Section 3.1(c), then the Disposing Party may thereafter (i) Transfer the Fund Sale Assets (subject to any changes in form or condition, financial or otherwise, which in the reasonable opinion of the Disposing Party are not material taken as a whole) to a bona fide third party dealing at arm’s length with the Disposing Party (a “Third Party Transferee”) at a price and on terms and conditions without further restriction except that, taken as a whole, in the reasonable opinion of the Disposing Party are not more favorable to the Third Party Transferee than those contained in the Disposing Party Offer or (ii) conduct a bona fide auction for the Subject Assets, seeking offers (each, an “Offer”) to be submitted to the Disposing Party by a specified date (the “Offer Date”) from two or more Third Party Transferees and from the General Partner, on behalf of the Partnership with the approval of the Conflicts Committee, for consideration by the Disposing Party; (e) if the Disposing Party conducts an auction pursuant elects to consider bids from third parties for the Fund Sale Assets in a formal process, the MLP Group will be permitted to participate in such process, provided that nothing in this Section 3.1(d), ) will preclude the Disposing Party may accept the Offer that the Disposing Party, acting in good faith, determines is the best Offer. If the Partnership Group does not submit an Offer or if the Partnership Group submits an Offer that is not determined by the Disposing Party, acting in good faith, to be the best Offer, the Partnership Group waives all rights to the purchase from dealing solely with independent purchasers outside of the Sale Assets, provided that the Disposing Party and the Third Party Transferee consummate the Transfer of the Sale Assets within one hundred twenty (120) days from the expiration of the Negotiation Period in the case of a Transfer pursuant to Section 3.1(d)(i), or the Offer Date in the case of an auction pursuant to Section 3.1(d)(ii); (f) in the event that the Disposing Party and the Third Party Transferee fail to consummate the Transfer of the Sale Assets within the one hundred twenty (120) day period as applicable in Section 3.1(e), the Partnership Group’s rights under this Article III with respect to the Sale Assets shall again become effective, and the Disposing Party shall not thereafter Transfer any of the Sale Assets without first offering such assets to the Partnership Group in the manner provided in this Section 3.1; and (g) upon any Transfer to a Third-Party Transferee, the Disposing Party shall deliver to the General Partner, on behalf of the Partnership Group, a copy of the document evidencing such Transfer. If the Transfer is pursuant to Section 3.1 (d)(i) the Disposing Party shall deliver to the General Partner, on behalf of the Partnership Group, a certificate of an officer of the Disposing Party stating that the transfer of the Subject Assets from the Disposing Party to the Third Party Transferee was made at a price and upon the terms and conditions that, taken as a whole, in the reasonable opinion of the Disposing Party were not more favorable to the Third Party Transferee than those set forth in the Offerformal process.