Common use of Series ME Right of First Refusal Clause in Contracts

Series ME Right of First Refusal. (a) If any Partner receives a Third Party Offer for the Transfer of all or a part of such Partner’s (and its respective Permitted Transferees) Partnership Interests in Series ME and such Partner (the “ME Offering Partner”) desires to accept and is otherwise permitted to effect such proposed Transfer pursuant to this Article IV, such ME Offering Partner shall deliver written notice of such Third Party Offer (the “ME ROFR Notice”) to the Managing General Partner of the Partnership generally as soon as reasonably practicable, but in no event less than 35 days prior to the date of the proposed Transfer. The date that the ME ROFR Notice is received by the Managing General Partner of the Partnership generally shall constitute the “ME ROFR Notice Date.” Within five Business Days following the ME ROFR Notice Date, the Managing General Partner of the Partnership generally shall send a copy of the ME ROFR Notice along with a letter indicating the ME ROFR Notice Date to the ROFR Holders. The ME ROFR Notice shall set forth the identity of the Third Party (including, (x) if such information is not publicly available, information about the identity of the Third Party, (y) the identity of Affiliates of the Third Party and (z) if the Third Party is making the Third Party Offer as a nominee of another Person, the identity of such other Person and its Affiliates), the amount and the Partnership Interests to be sold (the “ME Offered Interests”), the proposed purchase price for the ME Offered Interests (the “ME ROFR Offer Price”), all details of the payment terms and all other material terms and conditions, including the nature of the representations and warranties to be made and the indemnities to be given, in connection with the proposed Transfer. The ME ROFR Offer Price shall be expressed in U.S. dollars, whether or not the form of consideration in the Third Party Offer is wholly or partially cash or cash equivalents.