Common use of Right of First Clause in Contracts

Right of First. REFUSAL (a) If one Partner (hereinafter the "Assigning Partner") receives a bona fide offer from a third party to purchase the Assigning Partner's interest in the Partnership at a specified price and under specified terms and conditions that the Assigning Partner is willing to accept, then the Assigning Partner shall promptly give notice to the other Partner of the offer. Such notice shall be sent by the Assigning Partner for each and every BONA FIDE offer received, including any changes in the price or terms and conditions of previously received bona fide offers. The other Partner shall have the right of first refusal and privilege of purchasing the Assigning Partner's interest in the Partnership at the price offered by notifying the Assigning Partner in writing as soon as possible but in all events within sixty (60) days of the Assigning Partner's notice of the offer that it will purchase the Assigning Partner's interest for the amount specified in such offer and upon all the other terms and conditions contained in such offer provided that to the extent that the third party offer contains a term(s) which is reasonably incapable of performance by the other Partner, then the Partners will thereafter negotiate in good faith to substitute a payment obligation therefore reasonably reflecting the value to the Assigning Partner of said term(s). If the Partners are unable to arrive at such valuation within thirty (30) days after notice of the other Partner's exercise of its right of first refusal, then the Assigning Partner may proceed to sell to the third party without further obligation to the other partner under this Section.