Common use of Competing Offer Clause in Contracts

Competing Offer. If a Competing Offer has been Commenced, then the Managing General Partner may increase the purchase price of the Offer from time to time to an amount agreed to by all of the Partners. In the event one Partner (the "Increasing Partner") desires to increase the price of the Offer under this Article III and the other Partner does not agree within two Business Days to such increase (the "Other Partner"), then the Other Partner shall sell its Partnership Interest to a third party designated by the Increasing Partner. The provisions of the previous sentence shall not apply to any Competing Offer, if at any time during the last 5 days prior to expiration of the Partnership's Offer at least 17 1/2% of the outstanding Units have been validly tendered to the Partnership and not withdrawn. Such purchase of the Other Partner's Partnership Interest, to be for cash at a price equal to the total unreturned Capital Contributions (plus any unreimbursed Partnership expenses, including any Tender Costs, of such Other Partner) by such Other Partner through the date of purchase, shall close within five Business Days of the determination by the Other Partner not to increase the price of the Offer. In the event that, following such sale of the Other Partner's interest, the Partnership (or