Common use of Right of First Look Clause in Contracts

Right of First Look. If a Limited Partner (the "Shopping Partner") desires to market (i.e., make an offer to sell or otherwise dispose of or solicit an offer to purchase or otherwise acquire) all or any portion of the Shopping Partner's interest in the Partnership to one or more other Persons prior to receiving a Bona Fide Offer for such interest that the Shopping Partner desires to accept, the Shopping Partner must first offer to sell or otherwise dispose of the portion of the Shopping Partner's interest in the Partnership that the Shopping Partner will market to other Persons to the other Limited Partners by giving written notice to each of the other Partners setting forth the material terms and conditions of the proposed sale transaction (the "Shopping Notice"). The other Limited Partners shall have the sole and exclusive right (the "Right of First Look") for a period of 45 days following the date on which the Shopping Notice is given to them (the "Shop Period") to elect to purchase from the Shopping Partner, on the same terms and conditions as are set forth in the Shopping Notice, all, but not less than all, of the portion of the Shopping Partner's interest in the Partnership that is covered by the Shopping Notice (the "Shopped Interest"). The Right of First Look may be exercised by any one or more of the other Limited Partners by written notice given to the Shopping Partner, with copies given to the other Partners, prior to the expiration of the Shop Period. In the event that one or more of the other Limited Partners timely elect to exercise the Right of First Look, the electing Limited Partners shall purchase the Shopped Interest in proportion to the respective interests that they own in the Partnership (disregarding the interests in the Partnership owned by the Shopping Partner, the General Partner and any non-electing Limited Partners), unless they otherwise mutually agree. In the event that none of the other Limited Partners timely elect to exercise the Right of First Look, the Shopping Partner shall be entitled to market and sell the Shopped Interest to any one or more other Persons on terms and conditions no less favorable to the Shopping Partner than the terms and conditions set forth in the Shopping Notice, subject to the rights and obligations provided below by this Section 11.8, Section 11.9, Section 11.10, Section 11.11,

Right of First Look. If a Limited Partner (the "Shopping Partner") ------------------- desires to market (i.e., make an offer to sell or otherwise dispose of or solicit an offer to purchase or otherwise acquire) all or any portion of the Shopping Partner's interest in the Partnership to one or more other Persons prior to receiving a Bona Fide Offer for such interest that the Shopping Partner desires to accept, the Shopping Partner must first offer to sell or otherwise dispose of the portion of the Shopping Partner's interest in the Partnership that the Shopping Partner will market to other Persons to the other Limited Partners by giving written notice to each of the other Partners setting forth the material terms and conditions of the proposed sale transaction (the "Shopping Notice"). The other Limited Partners shall have the sole and exclusive right (the "Right of First Look") for a period of 45 days following the date on which the Shopping Notice is given to them (the "Shop Period") to elect to purchase from the Shopping Partner, on the same terms and conditions as are set forth in the Shopping Notice, all, but not less than all, of the portion of the Shopping Partner's interest in the Partnership that is covered by the Shopping Notice (the "Shopped Interest"). The Right of First Look may be exercised by any one or more of the other Limited Partners by delivery of written notice given to the Shopping Partner, with copies given to the other Partners, prior to the expiration of the Shop Period. In the event that one or more of the other Limited Partners timely elect to exercise the Right of First Look, the electing Limited Partners shall purchase the Shopped Interest in proportion to the respective interests that they own in the Partnership (disregarding the interests in the Partnership owned by the Shopping Partner, the General Partner and any non-electing Limited Partners), unless they otherwise mutually agree. In the event that none of the other Limited Partners timely elect to exercise the Right of First Look, the Shopping Partner shall be entitled to market and sell the Shopped Interest to any one or more other Persons on terms and conditions no less favorable to the Shopping Partner than the terms and conditions set forth in the Shopping Notice, subject to the rights and obligations provided below by this Section 11.810.3, Section 11.910.4, Section 11.1010.5, Section 11.11,10.6, and Section 10.7. Should the Shopping Notice provide for the payment by the Shopping Partner of consideration other than cash, the electing Partners shall have the right to pay the fair market value of such consideration in cash pursuant to this Section 10.3.

Right of First Look. If a Limited Partner (the "“Shopping Partner"”) desires to market (i.e., make an offer to sell or otherwise dispose of or solicit an offer to purchase or otherwise acquire) all or any portion of the Shopping Partner's ’s interest in the Partnership to one or more other Persons prior to receiving a Bona Fide Offer for such interest that the Shopping Partner desires to accept, the Shopping Partner must first offer to sell or otherwise dispose of the portion of the Shopping Partner's ’s interest in the Partnership that the Shopping Partner will market to other Persons to the other Limited Partners by giving written notice to each of the other Partners setting forth the material terms and conditions of the proposed sale transaction (the "“Shopping Notice"”). The other Limited Partners shall have the sole and exclusive right (the "“Right of First Look"”) for a period of 45 days following the date on which the Shopping Notice is given to them (the "“Shop Period"”) to elect to purchase from the Shopping Partner, on the same terms and conditions as are set forth in the Shopping Notice, all, but not less than all, of the portion of the Shopping Partner's ’s interest in the Partnership that is covered by the Shopping Notice (the "“Shopped Interest"”). The Right of First Look may be exercised by any one anyone or more of the other Limited Partners by delivery of written notice given to the Shopping Partner, with copies given to the other Partners, prior to the expiration of the Shop Period. In the event that one or more of the other Limited Partners timely elect to exercise the Right of First Look, the electing Limited Partners shall purchase the Shopped Interest in proportion to the respective interests that they own in the Partnership (disregarding the interests in the Partnership owned by the Shopping Partner, the General Partner and any non-electing Limited Partners), unless they otherwise mutually agree. In the event that none of the other Limited Partners timely elect to exercise the Right of First Look, the Shopping Partner shall be entitled to market and sell the Shopped Interest to any one or more other Persons on terms and conditions no less favorable to the Shopping Partner than the terms and conditions set forth in the Shopping Notice, subject to the rights and obligations provided below by this Section 11.810.3, Section 11.910.4, Section 11.1010.5, Section 11.11,10.6, and Section 10.7. Should the Shopping Notice provide for the payment by the Shopping Partner of consideration other than cash, the electing Partners shall have the right to pay the fair market value of such consideration in cash pursuant to this Section 10.3.