Common use of FIRST RIGHT TO PURCHASE Clause in Contracts

FIRST RIGHT TO PURCHASE. (a) Except as provided in section 8.2, if at any time a Partner (the “Offering Partner”) shall desire to transfer all or any portion of its Partnership Interest, either directly or through sale of an interest in such Partner, the Offering Partner shall give to the other Partners (the “Non-Offering Partners”) a notice (an “Offering Notice”) of the interest to be sold (the “Offered Interest”), the price (which shall be a dollar sum), and all other terms of sale. Each Non-Offering Partner shall have the right, irrevocable for a period of 45 days after the giving of the Offering Notice (the “Offer Period”) to purchase the entire Offered Interest specified in the Offering Notice at the price and upon the terms set forth therein. (b) If a Non-Offering Partner shall elect to exercise its right to purchase, notice of such election (an “Election Notice”) shall be given to the Offering Partner within the Offer Period, which Election Notice shall specify a closing date not less than fifteen (15) or more than thirty (30) Days after the giving thereof, and on the date so specified the Offering Partner shall sell, and the Non-Offering Partner shall purchase, the interest specified in the Offering Notice at the price and upon the terms set forth therein. In the event that more than one Non-Offering Partner gives such an Election Notice, then each such Non-Offering Partner shall be entitled to purchase a portion of such Offered Interest equal to the ratio which its Partnership Interest bears to the aggregate Partnership Interests of all such Non-Offering Partners. Notwithstanding anything to the contrary in this Section 8.3, each of the Non-Offering Partners may deliver an Election Notice with respect to any portion of the Offered Interest provided that the sum of the portions specified in each such Election Notice is equal to the entire Offered Interest. (c) If a right to purchase pursuant to the foregoing paragraphs (a) or (b) shall not be exercised within the Offer Period or shall be waived, the Offering Partner thereafter may sell the interest specified in the Offering Notice at a price equal to or greater than that offered pursuant to (a) and upon terms not materially different than the terms set forth in the Offering Notice. However, if the interest specified in the Offering Notice is not so sold within one year after the giving of the Offering Notice, or if the Offering Partner elects to sell the interest at a lower price than specified in the Offering Notice or upon terms materially different than specified in the Offering Notice, then this section 8.3 shall be applicable to any subsequent sale of such interest.

FIRST RIGHT TO PURCHASE. (a) Except as provided in section 8.2, if If at any time a Partner Member (the “"Offering Partner”Member") shall desire to transfer all or any portion of its Partnership Interest, either directly or through sale of Interest in the Company to a Person other than an interest in such PartnerAffiliate, the Offering Partner Member shall give a Notice (an "Offering Notice") to the other Partners Member (the “"Non-Offering Partners”) a notice (an “Offering Notice”) of Member"), which Notice shall state the interest to be sold (the “Offered Interest”)transferred, the price (which shall be a dollar sum), the identity of the proposed transferee and the true principals thereof, and all other terms of salethe proposed transfer, and shall be accompanied by a copy of the written agreement between the Offering Member and the proposed transferee evidencing such terms. Each The Non-Offering Partner Member shall have the right, irrevocable for a period of 45 thirty (30) days after from the giving date of the receipt of the Offering Notice (the “"Offer Period”"), to (i) consent to the transfer to the transferee described in the Offering Notice and on the terms stated therein, (ii) to elect to purchase all (but not a portion of) the entire Offered Interest specified in the Offering Notice and at the price and upon the terms set forth therein. (b) If a Non-Offering Partner shall elect to exercise its right to purchase, notice of such election (an “Election Notice”) shall be given to the Offering Partner within the Offer Period, which Election Notice shall specify a closing date not less than fifteen (15) or more than thirty (30) Days after the giving thereof, and on the date so specified the Offering Partner shall sell, and the Non-Offering Partner shall purchase, the interest specified in the Offering Notice at the price and upon the terms set forth therein. In the event that more than one Non-Offering Partner gives such an Election Notice, then each such Non-Offering Partner shall be entitled to purchase a portion of such Offered Interest equal to the ratio which its Partnership Interest bears to the aggregate Partnership Interests of all such Non-Offering Partners. Notwithstanding anything to the contrary in this Section 8.3, each of the Non-Offering Partners may deliver an Election Notice with respect to any portion of the Offered Interest provided that the sum of the portions specified in each such Election Notice is equal to the entire Offered Interest. (c) If a right to purchase pursuant to the foregoing paragraphs (a) or (b) shall not be exercised within the Offer Period or shall be waived, the Offering Partner thereafter may sell the interest specified in the Offering Notice at a price equal to or greater than that offered pursuant to (a) and upon terms not materially different than the terms set forth in the Offering Notice. However, if or (iii) elect to sell all or a portion of its Interest at the interest specified same time, for the same price and terms, and in direct proportion, based upon Sharing Ratios, to the Interest being sold by the Offering Notice is Member. If the Non-Offering Member shall not so sold within one year after the giving of notify the Offering NoticeMember of its election within such thirty (30)-day period, or if the Non-Offering Partner elects Member shall be conclusively deemed to sell have consented to the interest at a lower price than specified in the Offering Notice or upon terms materially different than specified transfer described in the Offering Notice. If the Non-Offering Member consents (or is deemed to consent) to the transfer, then this section 8.3 shall the Offering Member may, subject to the restrictions of Section 10.6 hereof, require that its transferee be applicable to any subsequent sale of such interestsubstituted as a Member and, if the transferor is the Manager, as the Manager hereunder.