Right of First Refusal for Sale of Partnership Interests. (a) No Partner may voluntarily Transfer all or any part of its Interest in the Partnership to any party (i) in any case prior to December 31, 2008 or (ii) after that date unless it has complied with the procedures of Section 9.2 and first offers to sell such Interest to the other Partner(s) pursuant to the terms of this Section 9.5; provided that this Section 9.5 shall not be applicable with respect to a Transfer to an Affiliate of the transferring Partner. (b) A Partner (the “Offering Partner”) who has received a firm, written, bona fide offer from a third-party for its Interest (a “Third Party Offer”) or who has otherwise determined to offer its Interest for sale shall, before offering such Interest or agreeing to accept such offer for such Interest (in either case, the “Offered Interest”), give written notice to the other Partners that are not Affiliates of the Offering Partner (each an “Option Partner”) of such offer or intent including, in the case of a Third Party Offer, a copy of such Third Party Offer and a complete description thereof including, by way of example but not of limitation, the nature and extent of such Third Party Offer, the purchase price therein, the terms of payment and the time for performance. (c) Upon receiving the Offering Partner’s written notice pursuant to Section 9.5(b), the Option Partner(s) shall have a period of thirty (30) days following the date of receipt by the Option Partner of the Offering Partner’s notice to elect to purchase the Offered Interest at the price determined in accordance with Section 9.5(f). If an Option Partner desires to purchase the Offered Interest it shall give written notice to the Offering Partner in the manner set forth in Section 13.2 hereof within such 30-day period. To be effective, this notice must be received by the Offering Partner within such 30-day period. In no event may the Option Partner(s) elect to acquire less than all of the Offered Interest. To the extent there is more than one Option Partner, the Option Partners accepting such offer shall be jointly and severally liable to the Offering Partner to purchase all of the Offered Interest. (d) The closing of the sale and purchase of the Offered Interest shall be promptly completed, but in any event, to the extent practicable, within ninety (90) days after the receipt of the Option Partner(s)’ notice of acceptance (or such later date as necessary to obtain any necessary regulatory approvals). The Management Committee shall assist in coordinating the closing. At the closing, the Offering Partner shall sell the Offered Interest, free and clear of all liens and encumbrances, and execute and deliver such assignment(s) and all other documents or other instruments of assignment or conveyance necessary to effect and evidence the assignment. At the closing, the Option Partner(s) shall deliver to the Offering Partner cash, a certified or official bank check or shall pay by wire transfer of immediately available funds for the applicable purchase price. (e) If the Option Partner(s) do not elect to purchase all of the Offered Interest pursuant to this Section 9.5, then the Offering Partner shall be free to sell, assign, transfer, pledge, encumber or otherwise dispose of the Offered Interest pursuant to the Third Party Offer or, in the case of a non-Third Party Offer, to any third party for an amount equal to Fair Market Value of the Offered Interest, as hereunder determined, in either case, within six month’s after the date of the Option Partner(s)’ notice of refusal or after the expiration of the 30-day response period, whichever occurs first. For purposes of this Section 9.5(e), a sale shall be deemed made when there is executed a legally binding agreement between the Offering Partner and the prospective purchaser, subject to no condition or contingency which permits the prospective purchaser to terminate or cancel the agreement, except for the default of the Offering Partner, and routine approvals or conditions. If a sale within the meaning of this Section 9.5(e) is not made within such 6-month period, then the Offered Interest shall remain subject to the restrictions of this Agreement and must again be first offered to the Option Partner(s) if the Offering Partner thereafter wishes to sell its Interest to a third party. (f) (i) In the case of a Third Party Offer, if the consideration offered by the prospective purchaser is offered in cash and/or a promissory note or other similar instrument to be issued by the prospective purchaser, the price shall be the price offered by such prospective purchaser. If (A) the consideration offered by the prospective purchaser is offered in a form other than cash and/or a promissory note or other similar instrument or (B) the Offering Partner has not received a Third Party Offer, then in either case, the price shall be the Fair Market Value of the Offered Interest, as defined below.
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Samples: Partnership Agreement (Medianews Group Inc), Partnership Agreement (Medianews Group Inc)
Right of First Refusal for Sale of Partnership Interests. (a) No Except as otherwise herein provided, no Partner may voluntarily Transfer transfer all or any part of its Interest in the Partnership to any party (i) in any case prior to December 31, 2008 or (ii) after that date unless it has complied with the procedures of Section 9.2 and first offers to sell such Interest to the other Partner(s) pursuant to the terms of this Section 9.5; provided that this Section 9.5 shall not be applicable with respect to a Transfer to an Affiliate of the transferring Transferring Partner.
(b) A Partner (the “Offering Partner”) who has received a firm, written, bona fide offer from a third-party for its Interest (( a “Third Party Offer”) or who has otherwise determined to offer its Interest for sale shall, before offering such Interest or agreeing to accept such offer for such Interest (in either case, the “Offered Interest”), give written notice to the other Partners that are not Affiliates of the Offering Partner (each an “Option Partner”) of such offer or intent including, in the case of a Third Party Offer, a copy of such Third Party Offer and a complete description thereof including, by way of example but not of limitation, the nature and extent of such Third Party Offer, the purchase price therein, the terms of payment and the time for performance.
(c) Upon receiving the Offering Partner’s written notice pursuant to Section 9.5(b), the Option Partner(s) shall have a period of thirty (30) days following the date of receipt by the Option Partner of the Offering Partner’s notice to elect to purchase the Offered Interest at the price determined in accordance with Section 9.5(f). If an Option Partner desires to purchase the Offered Interest it shall give written notice to the Offering Partner in the manner set forth in Section 13.2 hereof within such 30-day period. To be effective, this notice must be received by the Offering Partner within such 30-day period. In no event may the Option Partner(s) elect to acquire less than all of the Offered Interest. To the extent there is are more than one Option PartnerPartners, the Option Partners accepting such offer shall be jointly and severally liable to the Offering Partner to purchase all of the Offered Interest.
(d) The closing of the sale and purchase of the Offered Interest shall be promptly completed, but in any event, to the extent practicable, within ninety (90) days after the receipt of the Option Partner(s)’ notice of acceptance (or such later date as necessary to obtain any necessary regulatory approvals). The Management Committee shall assist in coordinating the closing. At the closing, the Offering Partner shall sell the Offered Interest, free and clear of all liens and encumbrances, and execute and deliver such assignment(s) and all other documents or other instruments of assignment or conveyance necessary to effect and evidence the assignment. At the closing, the Option Partner(s) shall deliver to the Offering Partner cash, a certified or official bank check or shall pay by wire transfer of immediately available funds for the applicable purchase price.
(e) If the Option Partner(s) do not elect to purchase all of the Offered Interest pursuant to this Section 9.5, then the Offering Partner shall be free to sell, assign, transfer, pledge, encumber or otherwise dispose of the Offered Interest pursuant to the Third Party Offer or, in the case of a non-Third Party Offer, to any third party for an amount equal to Fair Market Value of the Offered Interest, as hereunder determined, in either case, within six month’s after the date of the Option Partner(s)’ notice of refusal or after the expiration of the 30-day response period, whichever occurs first. For purposes of this Section 9.5(e), a sale shall be deemed made when there is executed a legally binding agreement between the Offering Partner and the prospective purchaser, subject to no condition or contingency which permits the prospective purchaser to terminate or cancel the agreement, except for the default of the Offering Partner, and routine approvals or conditions. If a sale within the meaning of this Section 9.5(e) is not made within such 6-month period, then the Offered Interest shall remain subject to the restrictions of this Agreement and must again be first offered to the Option Partner(s) if the Offering Partner thereafter wishes to sell its Interest to a third party.
(f) (i) In the case of a Third Party Offer, if the consideration offered by the prospective purchaser is offered in cash and/or a promissory note or other similar instrument to be issued by the prospective purchaser, the price shall be the price offered by such prospective purchaser. If (A) the consideration offered by the prospective purchaser is offered in a form other than cash and/or a promissory note or other similar instrument or (B) the Offering Partner has not received a Third Party Offer, then in either case, the price shall be the Fair Market Value of the Offered Interest, as defined below.
(ii) For the purposes of this Agreement, “Fair Market Value of the Offered Interest” shall be the amount that would be paid for the Offered Interest in the Partnership as a going concern, on a consolidated basis, by a willing buyer to a willing seller. The Offering Partner and the Option Partner(s) may mutually agree as to the Fair Market Value of the Offered Interest in question. If the Offering Partner and the Option Partner(s) are unable to agree on the Fair Market Value of the Offered Interest within fifteen (15) days after the Offering Partner’s written notice of the proposed sale, then in such event Fair Market Value of the Offered Interest shall be determined pursuant to Section 9.5(f)(iii) by two independent qualified appraisers, one to be appointed by the Offering Partner and the other to be appointed by the Option Partner(s).
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Right of First Refusal for Sale of Partnership Interests. (a) No Except as otherwise herein provided, no Partner may voluntarily Transfer transfer all or any part of its Interest in the Partnership to any party (i) in any case prior to December 31, 2008 2006 or (ii) after that date unless it has complied with the procedures of Section 9.2 and first offers to sell such Interest to the other Partner(s) pursuant to the terms of this Section 9.5; provided PROVIDED that this Section 9.5 shall not be applicable with respect to a Transfer to an Affiliate of the transferring Transferring Partner.
(b) A Partner (the “"Offering Partner”") who has received a firm, written, bona fide offer from a third-party for its Interest (a “"Third Party Offer”") or who has otherwise determined to offer its Interest for sale shall, before offering such Interest or agreeing to accept such offer for such Interest (in either case, the “"Offered Interest”"), give written notice to the other Partners that are not Affiliates of the Offering Partner (each an “"Option Partner”") of such offer or intent including, in the case of a Third Party Offer, a copy of such Third Party Offer and a complete description thereof including, by way of example but not of limitation, the nature and extent of such Third Party Offer, the purchase price therein, the terms of payment and the time for performance.
(c) Upon receiving the Offering Partner’s 's written notice pursuant to Section 9.5(b), the Option Partner(s) shall have a period of thirty (30) days following the date of receipt by the Option Partner of the Offering Partner’s 's notice to elect to purchase the Offered Interest at the price determined in accordance with Section 9.5(f). If an Option Partner desires to purchase the Offered Interest it shall give written notice to the Offering Partner in the manner set forth in Section 13.2 hereof within such 30-day period. To be effective, this notice must be received by the Offering Partner within such 30-day period. In no event may the Option Partner(s) elect to acquire less than all of the Offered Interest. To the extent there is are more than one Option PartnerPartners, the Option Partners accepting such offer shall be jointly and severally liable to the Offering Partner to purchase all of the Offered Interest.
(d) The closing of the sale and purchase of the Offered Interest shall be promptly completed, but in any event, to the extent practicable, within ninety (90) days after the receipt of the Option Partner(s)’ ' notice of acceptance (or such later date as necessary to obtain any necessary regulatory approvals). The Management Committee shall assist in coordinating the closing. At the closing, the Offering Partner shall sell the Offered Interest, free and clear of all liens and encumbrances, and execute and deliver such assignment(s) and all other documents or other instruments of assignment or conveyance necessary to effect and evidence the assignment. At the closing, the Option Partner(s) shall deliver to the Offering Partner cash, a certified or official bank check or shall pay by wire transfer of immediately available funds for the applicable purchase price.
(e) If the Option Partner(s) do not elect to purchase all of the Offered Interest pursuant to this Section 9.5, then the Offering Partner shall be free to sell, assign, transfer, pledge, encumber or otherwise dispose of the Offered Interest pursuant to the Third Party Offer or, in the case of a non-Third Party Offer, to any third party for an amount equal to Fair Market Value of the Offered Interest, as hereunder determined, in either case, within six month’s after the date of the Option Partner(s)’ notice of refusal or after the expiration of the 30-day response period, whichever occurs first. For purposes of this Section 9.5(e), a sale shall be deemed made when there is executed a legally binding agreement between the Offering Partner and the prospective purchaser, subject to no condition or contingency which permits the prospective purchaser to terminate or cancel the agreement, except for the default of the Offering Partner, and routine approvals or conditions. If a sale within the meaning of this Section 9.5(e) is not made within such 6-month period, then the Offered Interest shall remain subject to the restrictions of this Agreement and must again be first offered to the Option Partner(s) if the Offering Partner thereafter wishes to sell its Interest to a third party.
(f) (i) In the case of a Third Party Offer, if the consideration offered by the prospective purchaser is offered in cash and/or a promissory note or other similar instrument to be issued by the prospective purchaser, the price shall be the price offered by such prospective purchaser. If (A) the consideration offered by the prospective purchaser is offered in a form other than cash and/or a promissory note or other similar instrument or (B) the Offering Partner has not received a Third Party Offer, then in either case, the price shall be the Fair Market Value of the Offered Interest, as defined below.regulatory
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Right of First Refusal for Sale of Partnership Interests. (a) No Except as otherwise herein provided, no Partner may voluntarily Transfer transfer all or any part of its Interest in the Partnership to any party (i) in any case prior to December 31January 1, 2008 2004 or (ii) after that date unless it has complied with the procedures of Section 9.2 and first offers to sell such Interest to the other Partner(s) pursuant to the terms of this Section 9.5; provided PROVIDED that this Section 9.5 shall not be applicable with respect to a Transfer to an Affiliate of the transferring Transferring Partner.
(b) A Partner (the “"Offering Partner”") who has received a firm, written, bona fide offer from a third-party for its Interest (( a “"Third Party Offer”") or who has otherwise determined to offer its Interest for sale shall, before offering such Interest or agreeing to accept such offer for such Interest (in either case, the “"Offered Interest”"), give written notice to the other Partners that are not Affiliates of the Offering Partner (each an “"Option Partner”") of such offer or intent including, in the case of a Third Party Offer, a copy of such Third Party Offer and a complete description thereof including, by way of example but not of limitation, the nature and extent of such Third Party Offer, the purchase price therein, the terms of payment and the time for performance.
(c) Upon receiving the Offering Partner’s 's written notice pursuant to Section 9.5(b), the Option Partner(s) shall have a period of thirty (30) days following the date of receipt by the Option Partner of the Offering Partner’s 's notice to elect to purchase the Offered Interest at the price determined in accordance with Section 9.5(f). If an Option Partner desires to purchase the Offered Interest it shall give written notice to the Offering Partner in the manner set forth in Section 13.2 hereof within such 30-day period. To be effective, this notice must be received by the Offering Partner within such 30-day period. In no event may the Option Partner(s) elect to acquire less than all of the Offered Interest. To the extent there is are more than one Option PartnerPartners, the Option Partners accepting such offer shall be jointly and severally liable to the Offering Partner to purchase all of the Offered Interest.
(d) The closing of the sale and purchase of the Offered Interest shall be promptly completed, but in any event, to the extent practicable, within ninety (90) days after the receipt of the Option Partner(s)’ ' notice of acceptance (or such later date as necessary to obtain any necessary regulatory approvals). The Management Committee shall assist in coordinating the closing. At the closing, the Offering Partner shall sell the Offered Interest, free and clear of all liens and encumbrances, and execute and deliver such assignment(s) and all other documents or other instruments of assignment or conveyance necessary to effect and evidence the assignment. At the closing, the Option Partner(s) shall deliver to the Offering Partner cash, a certified or official bank check or shall pay by wire transfer of immediately available funds for the applicable purchase price.
(e) If the Option Partner(s) do not elect to purchase all of the Offered Interest pursuant to this Section 9.5, then the Offering Partner shall be free to sell, assign, transfer, pledge, encumber or otherwise dispose of the Offered Interest pursuant to the Third Party Offer or, in the case of a non-Third Party Offer, to any third party for an amount equal to Fair Market Value of the Offered Interestfair market value, as hereunder determined, in either case, within six month’s 's after the date of the Option Partner(s)’ ' notice of refusal or after the expiration of the 30-day response period, whichever occurs first. For purposes of this Section 9.5(e), a sale shall be deemed made when there is executed a legally binding agreement between the Offering Partner and the prospective purchaser, subject to no condition or contingency which permits the prospective purchaser to terminate or cancel the agreement, except for the default of the Offering Partner, and routine approvals or conditions. If a sale within the meaning of this Section 9.5(e) is not made within such 6-month period, then the Offered Interest shall remain subject to the restrictions of this Agreement and must again be first offered to the Option Partner(s) if the Offering Partner thereafter wishes to sell its Interest to a third party.
(f) (i) In the case of a Third Party Offer, if the consideration offered by the prospective purchaser is offered in cash and/or a promissory note or other similar instrument to be issued by the prospective purchaser, the price shall be the price offered by such prospective purchaser. If (A) the consideration offered by the prospective purchaser is offered in a form other than cash and/or a promissory note or other similar instrument or (B) the Offering Partner has not received a Third Party Offer, then in either case, the price shall be the Fair Market Value of the Offered Interest, as defined below.
(ii) For the purposes of this Agreement, "Fair Market Value" shall be the amount that would be paid for the Interest in the Partnership as a going concern, on a consolidated basis, by a willing buyer to a willing seller. The Offering Partner and the Option Partner(s) may mutually agree as to the Fair Market Value of the Interest in question. If the Offering Partner and the Option Partner(s) are unable to agree on such Fair Market Value within fifteen (15) days after the Offering Partner's written notice of the proposed sale, then in such event Fair Market Value shall be determined pursuant to Section 9.5(f)(iii) by two independent qualified appraisers, one to be appointed by the Offering Partner and the other to be appointed by the Option Partner(s).
(iii) The two independent appraisers shall be appointed within fifteen (15) days after receipt by the Option Partner(s) of the notice of proposed sale. If either side fails to appoint an appraiser within such period, then its right to do so shall lapse and the appraisal made by the one independent appraiser who is timely appointed shall be the Fair Market Value. If two appraisals are made, and if the two appraised values differ by less than 15 percent, Fair Market Value shall be the average of the two appraisals, and if the two appraised values differ by more than 15 percent, the two appraisers shall jointly select a third appraiser and, the Fair Market Value shall be the average of the two of the three appraisals that are closest together in amount. All appraisals shall be made within thirty (30) days of appointment of an appraiser, and written notice of the results of such appraisals shall be given to all parties within such 30-day period. The Fair Market Value shall be determined based upon the value of the Partnership in its entirety as a going concern, with the Offering Partner receiving a proportionate part of such total value based upon its Percentage Interest. In making any appraisal hereunder, all debts and liabilities shall be taken into account. Each side shall pay the fees of the appraiser selected by them.
Appears in 1 contract
Samples: Partnership Agreement (Garden State Newspapers Inc)
Right of First Refusal for Sale of Partnership Interests. (a) No Except as otherwise herein provided, no Partner may voluntarily Transfer transfer all or any part of its Interest in the Partnership to any party (i) in any case prior to December 31January 1, 2008 2004 or (ii) after that date unless it has complied with the procedures of Section 9.2 and first offers to sell such Interest to the other Partner(s) pursuant to the terms of this Section 9.5; provided PROVIDED that this Section 9.5 shall not be applicable with respect to a Transfer to an Affiliate of the transferring Transferring Partner.
(b) A Partner (the “"Offering Partner”") who has received a firm, written, bona fide offer from a third-party for its Interest (( a “"Third Party Offer”") or who has otherwise determined to offer its Interest for sale shall, before offering such Interest or agreeing to accept such offer for such Interest (in either case, the “"Offered Interest”"), give written notice to the other Partners that are not Affiliates of the Offering Partner (each an “"Option Partner”") of such offer or intent including, in the case of a Third Party Offer, a copy of such Third Party Offer and a complete description thereof including, by way of example but not of limitation, the nature and extent of such Third Party Offer, the purchase price therein, the terms of payment and the time for performance.
(c) Upon receiving the Offering Partner’s 's written notice pursuant to Section 9.5(b), the Option Partner(s) shall have a period of thirty (30) days following the date of receipt by the Option Partner of the Offering Partner’s 's notice to elect to purchase the Offered Interest at the price determined in accordance with Section 9.5(f). If an Option Partner desires to purchase the Offered Interest it shall give written notice to the Offering Partner in the manner set forth in Section 13.2 hereof within such 30-day period. To be effective, this notice must be received by the Offering Partner within such 30-day period. In no event may the Option Partner(s) elect to acquire less than all of the Offered Interest. To the extent there is are more than one Option PartnerPartners, the Option Partners accepting such offer shall be jointly and severally liable to the Offering Partner to purchase all of the Offered Interest.
(d) The closing of the sale and purchase of the Offered Interest shall be promptly completed, but in any event, to the extent practicable, within ninety (90) days after the receipt of the Option Partner(s)’ ' notice of acceptance (or such later date as necessary to obtain any necessary regulatory approvals). The Management Committee shall assist in coordinating the closing. At the closing, the Offering Partner shall sell the Offered Interest, free and clear of all liens and encumbrances, and execute and deliver such assignment(s) and all other documents or other instruments of assignment or conveyance necessary to effect and evidence the assignment. At the closing, the Option Partner(s) shall deliver to the Offering Partner cash, a certified or official bank check or shall pay by wire transfer of immediately available funds for the applicable purchase price.
(e) If the Option Partner(s) do not elect to purchase all of the Offered Interest pursuant to this Section 9.5, then the Offering Partner shall be free to sell, assign, transfer, pledge, encumber or otherwise dispose of the Offered Interest pursuant to the Third Party Offer or, in the case of a non-Third Party Offer, to any third party for an amount equal to Fair Market Value of the Offered Interest, as hereunder determined, in either case, within six month’s 's after the date of the Option Partner(s)’ ' notice of refusal or after the expiration of the 30-day response period, whichever occurs first. For purposes of this Section 9.5(e), a sale shall be deemed made when there is executed a legally binding agreement between the Offering Partner and the prospective purchaser, subject to no condition or contingency which permits the prospective purchaser to terminate or cancel the agreement, except for the default of the Offering Partner, and routine approvals or conditions. If a sale within the meaning of this Section 9.5(e) is not made within such 6-month period, then the Offered Interest shall remain subject to the restrictions of this Agreement and must again be first offered to the Option Partner(s) if the Offering Partner thereafter wishes to sell its Interest to a third party.
(f) (i) In the case of a Third Party Offer, if the consideration offered by the prospective purchaser is offered in cash and/or a promissory note or other similar instrument to be issued by the prospective purchaser, the price shall be the price offered by such prospective purchaser. If (A) the consideration offered by the prospective purchaser is offered in a form other than cash and/or a promissory note or other similar instrument or (B) the Offering Partner has not received a Third Party Offer, then in either case, the price shall be the Fair Market Value of the Offered Interest, as defined below.
(ii) For the purposes of this Agreement, "Fair Market Value of the Offered Interest" shall be the amount that would be paid for the Offered Interest in the Partnership as a going concern, on a consolidated basis, by a willing buyer to a willing seller. The Offering Partner and the Option Partner(s) may mutually agree as to the Fair Market Value of the Offered Interest in question. If the Offering Partner and the Option Partner(s) are unable to agree on the Fair Market Value of the Offered Interest within fifteen (15) days after the Offering Partner's written notice of the proposed sale, then in such event Fair Market Value of the Offered Interest shall be determined pursuant to Section 9.5(f)(iii) by two independent qualified appraisers, one to be appointed by the Offering Partner and the other to be appointed by the Option Partner(s).
(iii) The two independent appraisers shall be appointed within fifteen (15) days after receipt by the Option Partner(s) of the notice of proposed sale. If either side fails to appoint an appraiser within such period, then its right to do so shall lapse and the appraisal made by the one independent appraiser who is timely appointed shall be the Fair Market Value of the Offered Interest. If two appraisals are made, and if the two appraised values differ by less than 15 percent, Fair Market Value of the Offered Interest shall be the average of the two appraisals, and if the two appraised values differ by more than 15 percent, the two appraisers shall jointly select a third appraiser and, the Fair Market Value of the Offered Interest shall be the average of the two of the three appraisals that are closest together in amount. All appraisals shall be made within thirty (30) days of appointment of an appraiser, and written notice of the results of such appraisals shall be given to all parties within such 30-day period. The Fair Market Value of the Offered Interest shall be determined based upon the value of the Partnership in its entirety as a going concern, with the Offering Partner receiving a proportionate part of such total value based upon its Percentage Interest. In making any appraisal hereunder, all debts and liabilities shall be taken into account. Each side shall pay the fees of the appraiser selected by them.
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