Common use of Take-Along Rights Clause in Contracts

Take-Along Rights. (a) If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price. (b) In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.

Take-Along Rights. (a) If at any time, the General Partner wishes to sell all or substantially all of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price. (b) In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.Take

Take-Along Rights. (a) If at any time, the General Partner wishes to sell all or substantially all all, but not less than all, of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell eel), all (but not less than all) of the ‘Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii16(b) (ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after the date hereof. The purchase price for the Residual Interest transferred in In all other cases, any such sale shall be at the Residual Interest Purchase Pricesame pro rata price and on the same terms and conditions as the sale of the General Partner’s Interest. (b) In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances Encumbrance in favor of the General Partner or its shareholders or partners.

Take-Along Rights. (a) If at any time, the General Partner wishes to sell all or substantially all all, but not less than all, of its Partnership Interest in one transaction or a series of related transactions (a “Control Transaction”), the General Partner may require each other Partner (a “Take Along Partner”) to sell all (but not less than all) of the Partnership Interest held by such Limited Partner to such third party in accordance with this Section 14, subject only to compliance with applicable federal and state securities laws, as provided in Section 16(b)(ii); provided that the General Partner shall fully discharge any Pennsylvania real estate transfer taxes that may become payable as a result of its exercise of such take along rights during the first 36 months after August 22, 1996. During the date hereof. The first 36 months following August 22, 1996, the purchase price for the Residual Interest transferred in any such sale shall be the Residual Interest Purchase Price. In all other cases, any such sale shall be at the same pro rata price and on the same terms and conditions as the sale of the General Partner’s Interest. (b) In connection with any exercise of its rights hereunder, the General Partner shall deliver a notice to each Take Along Partner identifying the proposed closing date for the consummation of the transaction and the Take Along Partner shall deliver to the General Partner at least seven days prior to the proposed closing date all documents reasonably required by the General Partner in order to effectuate the Control Transaction and the Transfer of the Take Along Partners’ Partnership Interest free and clear of any liens, pledges, security interests, charges, equities, or other encumbrances whatsoever (“Encumbrances”) other than Encumbrances in favor of the General Partner or its shareholders or partners.