Common use of Transfer by Partners Clause in Contracts

Transfer by Partners. (a) Except for Transfers made pursuant to Section 6.1(b), 6.5, 6.6 or 8.3, without the prior written consent of all of the Partners (other than a Forfeited Partner), no Partner shall have the right to Transfer all or any part of its Interest, or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, and any such Transfer shall be void and of no force or effect. (b) Other than in connection with Transfers pursuant to Section 6.5, 6.6 and 8.3, no Partner (a "Selling Partner") shall have the right to Transfer all or any part of its Interest or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, without first offering to the remaining Partners (other than a Forfeited Partner) (each an "Offeree" and collectively the "Offerees") a right of first refusal to purchase the portion of such Selling Partner's Interest that is proposed to be so Transferred or, in the case of a Change in Control or an Indirect Transfer, all of such Partner's Interest (the "Offered Interest"), all on the terms hereinafter set forth. The Offered Interest must be offered by means of a notice (an "Offer Notice") given by the Selling Partner to each Offeree at a price and upon terms no less favorable to the Offerees than those which the Selling Partner is willing to accept from a bona fide third party purchaser pursuant to an offer ---- ---- from such third party purchaser (or, in the case of a Change in Control or an Indirect Transfer, the value of the Offered Interest, as determined by multiplying the Fair Market Value of the Partnership by the Sharing Percentage represented by the Offered Interest) (a "Bona Fide Offer"); provided, that -------- regardless of the terms of the Bona Fide Offer, the Offered Interest shall be offered to the Offerees on terms that permit the Offerees 90 days within which to complete the purchase. The Offer Notice shall state the identity of, and the price and other terms offered by, such third party for the purchase of the Offered Interest (or, in the case of a Change in Control or an Indirect Transfer, the identity of the Person that will acquire Control of the Partner or the Interest as a result of the proposed trans action). In any case where a Bona Fide Offer has been made in respect of an Offered Interest in conjunction with other property, the price in respect of the Offered Interest shall be the Allocated Interest Offer Price. Within 15 days after receipt of such Offer Notice, each Offeree shall accept, in whole or in part, or reject such offer for the Offered Interest by delivering a notice to each of the other Partners and, if any Partner rejects such offer, it shall state in writing whether it consents to the proposed Transfer under Section 6.1(a). If pursuant to this Section 6.1(b) the Partners have agreed to purchase, in the aggregate, the entire Offered Interest, then the entire Offered Interest shall be purchased by the Partners that accepted all or a portion of the Offered Interest in accordance with the terms offered by the Selling Partner and no consent to such Transfer shall be required under Section 6.1(a); provided that if Rainbow -------- Partner is purchasing any or all of the Offered Interest, the purchase price shall be payable at the option of Rainbow Partner either (i) by wire transfer of funds or by certified or cashier's check drawn to the order of the Selling Partner or (ii) in the form of a promissory note of Rainbow Partner secured, pursuant to a pledge or collateral assignment agreement in form reasonably acceptable to the Selling Partner, by the Interest purchased, maturing on the third anniversary of the date of such Transfer and bearing interest, payable semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one percent (1/2%). If all of the Offered Interest has not been accepted and no Partner has delivered a writing in which it refused to consent to the proposed Transfer, then the Selling Partner may, within 90 days after the Offer Notice is given, Transfer the entire Offered Interest but not a portion thereof to such third party at a price not less than the price at which, and on other terms no more favorable to the third party than those contained in the Bona Fide Offer (or, in the case of a Change in Control or an Indirect Transfer, suffer the completion of such Change in Control or Indirect Transfer). If the Offered Interest is not so disposed of within such 90-day period, then the Selling Partner shall, before Transferring all or any portion of its Interest (or suffering the completion of a subsequent Change in Control or Indirect Transfer), again be obligated to offer the right of first refusal contained in this Section 6.1(b) to the other Partners. The sale of an Interest pursuant to a Bona Fide Offer in accordance with this Section 6.1(b) shall not be effective without the prior written consent (which shall not be unreasonably withheld) of the Partners (other than a Forfeited Partner) and any such purported sale shall be void and of no force or effect. (c) After any Transfer of an Interest permitted hereby, the Transferee shall be admitted as a Partner, with appropriate amendments being made to this Agreement, the Transferred Interest shall continue to be subject to all the provisions of this Agreement including, without limitation, the provisions of this Article VI. (d) Except as otherwise provided in Section 6.5, a Transfer will be deemed to occur for the purpose of this Article VI in respect of the Interest of a Partner in the event of a Change in Control of such Partner or an Indirect Transfer with respect to such Partner. In the event of any such deemed Transfer of an Interest, (i) if such Transfer is made in compliance with the first sentence of Sec tion 6.1(a), the Interest deemed Transferred shall continue to be subject to all the provisions of this Agreement and, upon request by any other Partner, the deemed Transferring Partner shall cause each deemed Transferee to assume and agree to perform in writing all of such deemed Transferring Partner's duties and obligations as a Partner under this Agreement, including, without limitation, the obligations imposed by this Article VI; and (ii) if such deemed Transfer is not made in compliance with Section 6.1(a), then the other Partners shall be entitled to make the elections and exercise the remedies available to Non-Defaulting Partners under Section 7.2 of this Agreement against the deemed Transferring Partner and its deemed Transferee.

Transfer by Partners. (a) Except for Transfers made pursuant to Section 6.1(b), 6.5, 6.6 6.6, 6.7, 6.8 or 8.3, without the prior written consent of all of the Partners (other than a Forfeited Partner), no Partner shall have the right to Transfer all or any part of its Interest, or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, and any such Transfer shall be void and of no force or effect. (b) Other than in connection with Transfers pursuant to Section 6.5, 6.6 6.6, 6.7, 6.8 and 8.3, no Partner (a "“Selling Partner"”) shall have the right to Transfer all or any part of its Interest or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to of such Partner, Partner without first offering to the remaining Partners (other than a Forfeited Partner) (each each, an "“Offeree" ” and collectively collectively, the "“Offerees"”) a right of first refusal to purchase the portion of such Selling Partner's ’s Interest that is proposed to be so Transferred or, in the case of a Change in Control or an Indirect Transfer, all of such Partner's ’s Interest (the "“Offered Interest"”), all on the terms hereinafter set forth. The Offered Interest must be offered by means of a notice (an "“Offer Notice"”) given by the Selling Partner to each Offeree at a price and upon terms no less favorable to the Offerees than those which the Selling Partner is willing to accept from a bona fide third party purchaser pursuant to an offer ---- ---- from such third party purchaser (or, in the case of a Change in Control or an Indirect Transfer, the value of the Offered Interest, as determined by multiplying the Fair Market Value of the Partnership by the Sharing Percentage represented by the Offered Interest) (a "“Bona Fide Offer"”); providedprovided that, that -------- regardless of the terms of the Bona Fide Offer, the Offered Interest shall be offered to the Offerees on terms that permit the Offerees 90 days within which to complete the purchase. The Offer Notice shall state the identity of, and the price and other terms offered by, such third party for the purchase of the Offered Interest (or, in the case of a Change in Control or an Indirect Transfer, the identity of the Person that will acquire Control of the Partner or the Interest as a result of the proposed trans actiontransaction). In any case where a Bona Fide Offer has been made in respect of an Offered Interest in conjunction with other property, the price in respect of the Offered Interest shall be the Allocated Interest Offer Price. Within 15 days after receipt of such Offer Notice, each Offeree shall accept, in whole or in part, or reject such offer for the Offered Interest by delivering a notice to each of the other Partners and, if any Partner rejects such offer, it shall state in writing whether it consents to the proposed Transfer under Section 6.1(a). If pursuant to this Section 6.1(b) ), the Partners have agreed to purchase, in the aggregate, the entire Offered Interest, then the entire Offered Interest shall be purchased by the Partners that accepted all or a portion of the Offered Interest in accordance with the terms offered by the Selling Partner and no consent to such Transfer shall be required under Section 6.1(a); provided that if . If Rainbow -------- Partner is the Offeree purchasing any or all of the an Offered InterestInterest pursuant to this Section 6.1(b), the purchase price shall be payable at the option of Rainbow Partner either (i) by wire transfer of funds or by certified or cashier's ’s check drawn to the order of the Selling Fox Partner or (ii) in the form of a promissory note of Rainbow Partner secured, pursuant to a pledge or collateral assignment agreement in form reasonably acceptable to the Selling Fox Partner, by the Interest purchased, maturing on the third anniversary of the date of such Transfer the closing of the purchase of the Offered Interest and bearing interest, payable semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one percent (1/2%½%). If all of the Offered Interest has not been accepted and no Partner has delivered a writing in which it refused to consent to the proposed Transfer, then the Selling Partner may, within 90 days after the Offer Notice is given, Transfer the entire Offered Interest but not a portion thereof to such third party at a price not less than the price at which, and on other terms no more favorable to the third party than those contained in the Bona Fide Offer (or, in the case of a Change in Control or an Indirect Transfer, suffer the completion of such Change in Control or Indirect Transfer). If the Offered Interest is not so disposed of within such 90-day period, then the Selling Partner shall, before Transferring all or any portion of its Interest (or suffering the completion of a subsequent Change in Control or Indirect Transfer), again be obligated to offer the right of first refusal contained in this Section 6.1(b) to the other Partners. The sale of an Interest pursuant to a Bona Fide Offer in accordance with this Section 6.1(b) shall not be effective without the prior written consent (which shall not be unreasonably withheld) of the Partners (other than a Forfeited Partner) and any such purported sale without such consent shall be void and of no force or effect. (c) After any Transfer of an Interest permitted hereby, the Transferee shall be admitted as a Partner, with appropriate amendments being made to this Agreement, the Transferred Interest shall continue to be subject to all the provisions of this Agreement including, without limitation, the provisions of this Article VI. (d) Except as otherwise provided in Section 6.5, a Transfer will be deemed to occur for the purpose of this Article VI in respect of the Interest of a Partner in the event of a Change in Control of such Partner or an Indirect Transfer with respect to such Partner. In the event of any such deemed Transfer of an Interest, (i) if such Transfer is made in compliance with the first sentence of Sec tion Section 6.1(a), the Interest deemed Transferred shall continue to be subject to all the provisions of this Agreement and, upon request by any other Partner, the deemed Transferring Partner shall cause each deemed Transferee to assume and agree to perform in writing all of such deemed Transferring Partner's ’s duties and obligations as a Partner under this Agreement, including, without limitation, the obligations imposed by this Article VI; and (ii) if such deemed Transfer is not made in compliance with Section 6.1(a), then the other Partners shall be entitled to make the elections and exercise the remedies available to Non-Defaulting Partners under Section 7.2 of this Agreement against the deemed Transferring Partner and its deemed Transferee.under

Transfer by Partners. (a) Except for Transfers made pursuant to Section 6.1(b), 6.5, 6.6 or 8.3, without the prior written consent of all of the Partners (other than a Forfeited Partner), no Partner shall have the right to Transfer all or any part of its Interest, or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, and any such Transfer shall be void and of no force or effect. (b) Other than in connection with Transfers pursuant to Section 6.5, 6.6 and 8.3, no Partner (a "Selling Partner") shall have the right to Transfer all or any part of its Interest or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, without first offering to the remaining Partners (other than a Forfeited Partner) (each an "Offeree" and collectively the "Offerees") a right of first refusal to purchase the portion of such Selling Partner's Interest that is proposed to be so Transferred or, in the case of a Change in Control or an Indirect Transfer, all of such Partner's Interest (the "Offered Interest"), all on the terms hereinafter set forth. The Offered Interest must be offered by means of a notice (an "Offer Notice") given by the Selling Partner to each Offeree at a price and upon terms no less favorable to the Offerees than those which the Selling Partner is willing to accept from a bona fide third party purchaser pursuant to an offer ---- ---- from such third party purchaser (or, in the case of a Change in Control or an Indirect Transfer, the value of the Offered Interest, as determined by multiplying the Fair Market Value of the Partnership by the Sharing Percentage represented by the Offered Interest) (a "Bona Fide Offer"); provided, that -------- regardless of the terms of the Bona Fide Offer, the Offered Interest shall be offered to the Offerees on terms that permit the Offerees 90 days within which to complete the purchase. The Offer Notice shall state the identity of, and the price and other terms offered by, such third party for the purchase of the Offered Interest (or, in the case of a Change in Control or an Indirect Transfer, the identity of the Person that will acquire Control of the Partner or the Interest as a result of the proposed trans actiontransaction). In any case where a Bona Fide Offer has been made in respect of an Offered Interest in conjunction with other property, the price in respect of the Offered Interest shall be the Allocated Interest Offer Price. Within 15 days after receipt of such Offer Notice, each Offeree shall accept, in whole or in part, or reject such offer for the Offered Interest by delivering a notice to each of the other Partners and, if any Partner rejects such offer, it shall state in writing whether it consents to the proposed Transfer under Section 6.1(a). If pursuant to this Section 6.1(b) the Partners have agreed to purchase, in the aggregate, the entire Offered Interest, then the entire Offered Interest shall be purchased by the Partners that accepted all or a portion of the Offered Interest in accordance with the terms offered by the Selling Partner and no consent to such Transfer shall be required under Section 6.1(a); provided that if Rainbow -------- Partner is purchasing any or all of the Offered Interest, the purchase price shall be payable at the option of Rainbow Partner either (i) by wire transfer of funds or by certified or cashier's check drawn to the order of the Selling Partner or (ii) in the form of a promissory note of Rainbow Partner secured, pursuant to a pledge or collateral assignment agreement in form reasonably acceptable to the Selling Partner, by the Interest purchased, maturing on the third anniversary of the date of such Transfer and bearing interest, payable semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one percent (1/2%). If all of the Offered Interest has not been accepted and no Partner has delivered a writing in which it refused to consent to the proposed Transfer, then the Selling Partner may, within 90 days after the Offer Notice is given, Transfer the entire Offered Interest but not a portion thereof to such third party at a price not less than the price at which, and on other terms no more favorable to the third party than those contained in the Bona Fide Offer (or, in the case of a Change in Control or an Indirect Transfer, suffer the completion of such Change in Control or Indirect Transfer). If the Offered Interest is not so disposed of within such 90-day period, then the Selling Partner shall, before Transferring all or any portion of its Interest (or suffering the completion of a subsequent Change in Control or Indirect Transfer), again be obligated to offer the right of first refusal contained in this Section 6.1(b) to the other Partners. The sale of an Interest pursuant to a Bona Fide Offer in accordance with this Section 6.1(b) shall not be effective without the prior written consent (which shall not be unreasonably withheld) of the Partners (other than a Forfeited Partner) and any such purported sale shall be void and of no force or effect. (c) After any Transfer of an Interest permitted hereby, the Transferee shall be admitted as a Partner, with appropriate amendments being made to this Agreement, the Transferred Interest shall continue to be subject to all the provisions of this Agreement including, without limitation, the provisions of this Article VI. (d) Except as otherwise provided in Section 6.5, a Transfer will be deemed to occur for the purpose of this Article VI in respect of the Interest of a Partner in the event of a Change in Control of such Partner or an Indirect Transfer with respect to such Partner. In the event of any such deemed Transfer of an Interest, (i) if such Transfer is made in compliance with the first sentence of Sec tion 6.1(a), the Interest deemed Transferred shall continue to be subject to all the provisions of this Agreement and, upon request by any other Partner, the deemed Transferring Partner shall cause each deemed Transferee to assume and agree to perform in writing all of such deemed Transferring Partner's duties and obligations as a Partner under this Agreement, including, without limitation, the obligations imposed by this Article VI; and (ii) if such deemed Transfer is not made in compliance with Section 6.1(a), then the other Partners shall be entitled to make the elections and exercise the remedies available to Non-Defaulting Partners under Section 7.2 of this Agreement against the deemed Transferring Partner and its deemed Transferee.this

Transfer by Partners. (a) Except for Transfers made pursuant to Section 6.1(b), 6.56.2, 6.6 6.6, 6.7 or 8.3, without the prior written consent of all of the Partners (other than a Forfeited Partner), no Partner shall have the right to Transfer all or any part of its Interest, or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, and any such Transfer shall be void and of no force or effect. (b) Other than in connection with Transfers pursuant to Section 6.56.2, 6.6 6.6, 6.7 and 8.3, no Partner (a "Selling Partner") shall have the right to Transfer all or any part of its Interest or to suffer to occur a Change in Control of such Partner or an Indirect Transfer as to such Partner, without first offering to the remaining Partners (other than a Forfeited Partner) (each an "Offeree" and collectively the "Offerees") a right of first refusal to purchase the portion of such Selling Partner's Interest that is proposed to be so Transferred or, in the case of a Change in Control or an Indirect Transfer, all of such Partner's Interest (the "Offered Interest"), all on the terms hereinafter set forth. The Offered Interest must be offered by means of a notice (an "Offer Notice") given by the Selling Partner to each Offeree at a price and upon terms no less favorable to the Offerees than those which the Selling Partner is willing to accept from a bona fide third party purchaser ---- ---- pursuant to an offer ---- ---- from such third party purchaser (or, in the case of a Change in Control or an Indirect Transfer, the value of the Offered Interest, as determined by multiplying the Fair Market Value of the Partnership by the Sharing Percentage represented by the Offered Interest) (a "Bona Fide Offer"); provided, that -------- regardless of the terms -------- of the Bona Fide Offer, the Offered Interest shall be offered to the Offerees on terms that permit the Offerees 90 days within which to complete the purchase. The Offer Notice shall state the identity of, and the price and other terms offered by, such third party for the purchase of the Offered Interest (or, in the case of a Change in Control or an Indirect Transfer, the identity of the Person that will acquire Control of the Partner or the Interest as a result of the proposed trans actiontransaction). In any case where a Bona Fide Offer has been made in respect of an Offered Interest in conjunction with other property, the price in respect of the Offered Interest shall be the Allocated Interest Offer Price. Within 15 days after receipt of such Offer Notice, each Offeree shall accept, in whole or in part, or reject such offer for the Offered Interest by delivering a notice to each of the other Partners and, if any Partner rejects such offer, it shall state in writing whether it consents to the proposed Transfer under Section 6.1(a). If pursuant to this Section 6.1(b) the Partners have agreed to purchase, in the aggregate, the entire Offered Interest, then the entire Offered Interest shall be purchased by the Partners that accepted all or a portion of the Offered Interest in accordance with the terms offered by the Selling Partner and no consent to such Transfer shall be required under Section 6.1(a); provided that if Sec- (a) If Rainbow -------- Partner is the Offeree purchasing any or all of the an Offered InterestInterest pursuant to this Section 6.1(b), the purchase price shall be payable at the option of Rainbow Partner either (i) by wire transfer of funds or by certified or cashier's check drawn to the order of the Selling Fox/Liberty Partner or (ii) in the form of a promissory note of Rainbow Partner secured, pursuant to a pledge or collateral assignment agreement in form reasonably acceptable to the Selling Fox/Liberty Partner, by the Interest purchased, maturing on the third anniversary of the date of such Transfer the closing of the purchase of the Offered Interest and bearing interest, payable semi-annually, at a rate per annum equal to the Prime Rate plus one-half of one percent (1/2%). If all of the Offered Interest has not been accepted and no Partner has delivered a writing in which it refused to consent to the proposed Transfer, then the Selling Partner may, within 90 days after the Offer Notice is given, Transfer the entire Offered Interest but not a portion thereof to such third party at a price not less than the price at which, and on other terms no more favorable to the third party than those contained in the Bona Fide Offer (or, in the case of a Change in Control or an Indirect Transfer, suffer the completion of such Change in Control or Indirect Transfer). If the Offered Interest is not so disposed of within such 90-day period, then the Selling Partner shall, before Transferring all or any portion of its Interest (or suffering the completion of a subsequent Change in Control or Indirect Transfer), again be obligated to offer the right of first refusal contained in this Section 6.1(b) to the other Partners. The sale of an Interest pursuant to a Bona Fide Offer in accordance with this Section 6.1(b) shall not be effective without the prior written consent (which shall not be unreasonably withheld) of the Partners (other than a Forfeited Partner) and any such purported sale shall be void and of no force or effect.of (c) After any Transfer of an Interest permitted hereby, the Transferee shall be admitted as a Partner, with appropriate amendments being made to this Agreement, the Transferred Interest shall continue to be subject to all the provisions of this Agreement including, without limitation, the provisions of this Article VI. (d) Except as otherwise provided in Section 6.56.6, a Transfer will be deemed to occur for the purpose of this Article VI in respect of the Interest of a Partner in the event of a Change in Control of such Partner or an Indirect Transfer with respect to such Partner. In the event of any such deemed Transfer of an Interest, (i) if such Transfer is made in compliance with the first sentence of Sec tion Section 6.1(a), the Interest deemed Transferred shall continue to be subject to all the provisions of this Agreement and, upon request by any other Partner, the deemed Transferring Partner shall cause each deemed Transferee to assume and agree to perform in writing all of such deemed Transferring Partner's duties and obligations as a Partner under this Agreement, including, without limitation, the obligations imposed by this Article VI; and (ii) if such deemed Transfer is not made in compliance with Section 6.1(a), then the other Partners shall be entitled to make the elections and exercise the remedies available to Non-Defaulting Partners under Section 7.2 of this Agreement against the deemed Transferring Partner and its deemed Transferee.