Common use of Terms of the Offer Clause in Contracts

Terms of the Offer. The parties acknowledge that the Offer is being made by the Managing General Partner, which shall assign its right to acquire Units tendered in the Offer to the Partnership on or prior to the Closing Date, and that the Units shall be acquired directly by the Partnership. Insignia hereby acknowledges and accepts the Terms as set forth in the Offer on the date hereof. All terms and conditions other than the Terms of the Offer (including any supplements and amendments thereto) shall be determined by the Managing General Partner. Each Partner shall provide all information reasonably requested by the Partnership to complete the Offer Documents and consummate the Offer. Immediately following the Closing Date, the Partnership shall take all actions as are necessary for it to be admitted to the Target Partnership as a substitute limited partner of the Target Partnership as to all of the Units purchased pursuant to the Offer. Any amendment to the Terms of the Offer after the Offer has been Commenced must be approved by all of the Partners; provided, that the Managing General Partner may, without approval by the other Partner, extend the expiration date of the Offer if, in the Opinion of Counsel, (i) extension is required by the Exchange Act and the rules and regulations thereunder or by the Commission or (ii) extension is otherwise advisable under the circumstances.