Common use of Additional Permitted Transfers Clause in Contracts

Additional Permitted Transfers. In the event Linpro or PCI desires at any time to sell, assign or transfer (Transfer) all or any part of its interest in the Partnership (the Interest) other than as permitted by Sections 12.3 or 12.4 hereof, such Partner (the Offeror) may only do so if such, Transfer (i) is to a third party who is (A) generally of good reputation, (B) capable of fulfilling the financial obligations of a Partner hereunder, (C) with respect to a transfer by Linpro, experienced in the development and management of projects similar to the Project, and (D) with respect to a Transfer by PCI, not actively involved (either directly or through affiliated entities) in the development, management and/or operation of projects similar to the Project on a local or national basis (a Third Party), (ii) complies with the terms of this Section 12.5 and (iii) does not cause material adverse tax consequences to a Partner or partner therein (other than those tax consequences, associated with transfers to foreign or tax exempt transferees). The Offeror shall first send a written notice (the Notice) to the other Partner (the Offeree) offering to Transfer such Interest to the offeree. The Offering Notice shall set forth the purchase price for such Interest, together with the other terms and conditions of such offer. (b) The Offeree, by written notice to the Offeror given within thirty (30) days of the receipt of the Notice from the offeror (the Response Period), may elect to purchase the Interest on the terms and conditions set forth in the Notice such written notice shall be accompanied by a certified or cashier's check in an amount equal to 5% of the proposed purchase price Failure of the Offeree to respond within the Response Period shall be deemed consent to the proposed Transfer and the provisions of Section 12.5(d) below shall apply.

Additional Permitted Transfers. (a) In the event Linpro or PCI desires at any time to sell, assign or transfer ("Transfer") all or any part of its interest in the Partnership (the "Interest") other than as permitted by Sections 12.3 or 12.4 hereof, such Partner (the "Offeror") may only do so if such, such Transfer (i) is to a third party who is (A) generally of good reputation, (B) capable of fulfilling the financial obligations of a Partner hereunder, (C) with respect to a transfer by Linpro, experienced in the management of projects similar to the Project, and if such transfer occurs during the construction period, experienced in the development and management of projects similar to the Project, and (D) with respect to a Transfer by PCI, not actively involved (either directly or through affiliated entities) in the development, management and/or operation of projects similar to the Project on a local or national basis (a "Third Party"), (ii) complies with the terms of this Section 12.5 and (iii) does not cause material adverse tax consequences to a Partner or partner therein (other than those tax consequences, consequences associated with transfers to foreign or tax exempt transferees). The Offeror shall first send a written notice (the "Notice") to the other Partner (the "Offeree") offering to Transfer such Interest to the offereeOfferee. The Offering offering Notice shall set forth the purchase price for such Interest, together with the other terms and conditions of such offer. . (b) The Offeree, by written notice to the Offeror given within thirty (30) days of the receipt of the Notice from the offeror Offeror (the "Response Period"), may elect to purchase the Interest on the terms and conditions set forth in the Notice such Notice. Such written notice shall be accompanied by a certified or cashier's check in an amount equal to 5% of the proposed purchase price price. Failure of the Offeree to respond within the Response Period shall be deemed consent to the proposed Transfer and the provisions of Section 12.5(d) below shall apply. (c) If the Offeree shall so elect, the Offeror shall sell and the Offeree shall buy the Interest. The aforesaid sale shall close on the date which is one hundred twenty (120) days following the Offeree's election to purchase the Interest in accordance with this Section 12.5. The closing shall be held at the principal office of the Partnership or at such other place as may be mutually agreed to by the Partners. At the closing, the Offeree shall tender the remainder of the purchase price by certified or cashier's check or, at the Offeror's election, by wire transfer, against delivery by the Offeror of an assignment of the Interest. In the event the Offeree fails to close the purchase of the Interest on the date of closing thereof, the Offeror may, as its sole and exclusive remedy, cause the Offeree to forfeit its deposit as liquidated damages for such failure to close, with such deposit being paid directly to the Offeror notwithstanding the provisions of Section VIII to the contrary. In addition, upon any such default, the terms and provisions of this Section 12.5 shall be of no further force and effect with respect to the defaulting Offeree and the Offeror shall be permitted to transfer the Interest in the Partnership to a third party without the consent of the Offeree. (d) If the Offeree does not elect to purchase the Interest by sending written notice of such election to the Offeror prior to the expiration of the Response Period, the offeror shall be free for a period of one hundred eighty (180) days after the lapse of the Response Period to Transfer the Interest to a Third Party on substantially the same terms as set forth in the Notice. However, if the Offeror proposes to sell the Interest on terms not substantially the same as those set forth in the Notice, it shall again give the Offeree a Notice under this Section 12.5 and the Offeree shall again have the rights set forth in this Section 12.5.