Common use of Violation of Co-Sale Right Clause in Contracts

Violation of Co-Sale Right. If any ROFR Subject purports to sell any Transfer Units in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Preferred Member who desires to exercise its Right of Co-Sale under Section ‎10.04 may, in addition to such remedies as may be available by law, in equity or hereunder, require such ROFR Subject to purchase from such Preferred Member the type and number of Units that such Preferred Member would have been entitled to sell to the Proposed Transferee under Section ‎10.04 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section ‎10.04. The sale will be made on the same terms and subject to the same conditions as would have applied had the ROFR Subject not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Preferred Member learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section ‎10.04. Such ROFR Subject shall also reimburse each Preferred Member for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Preferred Member’s rights under Section ‎10.04.

Violation of Co-Sale Right. If any ROFR Subject holder of Common Units or vested Non-Voting Incentive Units, as applicable, purports to sell any Transfer Units in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Preferred Member who desires to exercise its Right of Co-Sale under Section ‎10.04 10.04 may, in addition to such remedies as may be available by law, in equity or hereunder, require such ROFR Subject holder of Common Units or vested Non-Voting Incentive Units, as applicable, to purchase from such Preferred Member the type and number of Units that such Preferred Member would have been entitled to sell to the Proposed Transferee under Section ‎10.04 10.04 had the Prohibited Transfer been effected pursuant to and in compliance with the terms of Section ‎10.0410.04. The sale will be made on the same terms and subject to the same conditions as would have applied had the ROFR Subject holder of Common Units or vested Non-Voting Incentive Units, as applicable, not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Preferred Member learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section ‎10.0410.04. Such ROFR Subject holder of Common Units or vested Non-Voting Incentive Units, as applicable, shall also reimburse each Preferred Member for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Preferred Member’s rights under Section ‎10.0410.04.