Common use of Business Opportunities Procedures Clause in Contracts

Business Opportunities Procedures. (a) As contemplated by Section 5.2(b)(i), in the event that the Sponsor or any other Sponsor Entity becomes aware of an opportunity to invest in, construct or acquire an interest in a Domestic Cokemaking Asset, then as soon as practicable, the Sponsor or other Sponsor Entity shall notify the General Partner in writing of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, the Sponsor or such Sponsor Entity related to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, having determined whether to pursue such opportunity in consultation with the Conflicts Committee, shall give notice in writing (the “Business Opportunity Notice”) to the Sponsor or other Sponsor Entity that either (i) the General Partner, on behalf of the Partnership, has elected not to cause the Partnership Group to pursue such investment, acquisition or construction opportunity, or (ii) the General Partner, on behalf of the Partnership, has elected to cause the Partnership Group to pursue such investment, acquisition or construction opportunity. If no Business Opportunity Notice is delivered by the General Partner within the 30-day period, then the General Partner, on behalf of the Partnership shall be deemed to have elected not to pursue such opportunity. If, after delivering a Business Opportunity Notice electing to pursue an opportunity, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the written request of the Sponsor) or fails to endeavor in good faith to pursue such opportunity, the Sponsor or any other Sponsor Entity may pursue the opportunity. With respect to any opportunity to invest in, acquire or construct Domestic Cokemaking Assets that the Sponsor Entities pursue, (x) the Sponsor Entities must endeavor in good faith to pursue the opportunity and (y) any such investment, construction or acquisition must be on terms not materially more favorable to the Sponsor Entities than were offered to the Partnership. If at any time either of the conditions set forth in subclauses (x) and (y) are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 5.3(a). For the avoidance of doubt, any Domestic Cokemaking Asset acquired by the Sponsor Entities in accordance with this Section 5.3(a) will be subject to the Right of First Offer pursuant to Article 6.

Business Opportunities Procedures. (a) As contemplated by Section 5.2(b)(i), in the event that the Sponsor or any other Sponsor Entity becomes aware of an opportunity to invest in, construct or acquire an interest in a Domestic Cokemaking Asset, then as soon as practicable, the Sponsor or other Sponsor Entity shall notify the General Partner in writing of such opportunity and deliver to the General Partner, or provide the General Partner access to, all information prepared by or on behalf of, or material information submitted or delivered to, the Sponsor or such Sponsor Entity related to such potential transaction. As soon as practicable, but in any event within 30 days after receipt of such notification and information, the General Partner, on behalf of the Partnership, having determined whether to pursue such opportunity in consultation with the Conflicts Committee, shall give notice in writing (the “Business Opportunity Notice”) to the Sponsor or other Sponsor Entity that either (i) the General Partner, on behalf of the Partnership, has elected not to cause the Partnership Group to pursue such investment, acquisition or construction opportunity, or (ii) the General Partner, on behalf of the Partnership, has elected to cause the Partnership Group to pursue such investment, acquisition or construction opportunity. If no Business Opportunity Notice is delivered by the General Partner within the 30-day period, then the General Partner, on behalf of the Partnership shall be deemed to have elected not to pursue such opportunity. If, after delivering a Business Opportunity Notice electing to pursue an opportunity, the General Partner abandons such opportunity (as evidenced in writing by the General Partner following the written request of the Sponsor) or fails to endeavor in good faith to pursue such opportunity, the Sponsor or any other Sponsor Entity may pursue the opportunity. With respect to any opportunity to invest in, acquire or construct Domestic Cokemaking Assets that the Sponsor Entities pursue, (x) the Sponsor Entities must endeavor in good faith to pursue the opportunity and (y) any such investment, construction or acquisition must be on terms not materially more favorable to the Sponsor Entities than were offered to the Partnership. If at any time either of the conditions set forth in subclauses (x) and (y) are not satisfied, the opportunity must be reoffered to the Partnership in accordance with this Section 5.3(a). For the avoidance of doubt, any Domestic Cokemaking Asset acquired by the Sponsor Entities in accordance with this Section 5.3(a) will be subject to the Right of First Offer pursuant to Article 6.and