Common use of Indirect Transfer Clause in Contracts

Indirect Transfer. No Indirect Transfer in respect of a Class A Member shall occur, and no Class A Member shall cause or permit such an Indirect Transfer to occur in respect of such Class A Member, without the prior written consent of the Class B Member. If, any such Indirect Transfer occurs with respect to any Class A Member in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member by the Company or the Class B Member, then such Class A Member shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A Member” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member agrees that if such Class A Member in the future constitutes a Breaching Class A Member, then from and after the occurrence of the Indirect Transfer that causes such Class A Member to constitute a Breaching Class A Member, it shall have irrevocably surrendered its Class A Units pro rata to limited partners holding “Class A Units” (as defined in the Partnership Agreement) of the Partnership. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the Class A Member or its Affiliates pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.

Indirect Transfer. No Indirect Transfer in respect (a) If any holder of Class A Units or any Parent of a holder of Class A Units proposes to effect a transaction or series of transactions that would result in a Change in Control of such holder of Class A Units or any such Parent (such transaction, an “Indirect Parent Transfer”), then such holder of Class A Units (the “Subject Company”) or its Parent shall give written notice to the other Class A Members (“IPT Notice”) at least twenty (20) days prior to the consummation of such Indirect Parent Transfer (or such shorter period as is agreed by the relevant parties), stating the desire of such holder of Class A Units or such Parent to effect such Indirect Parent Transfer, the identity of the other party to such transaction (the “Offeror”), the interest to be Transferred, and all other material terms and conditions of such transaction, including a description of purchase price allocation. (b) Upon an Indirect Parent Transfer consummated without the approval of the IPT Eligible Member, (i) each IPT Eligible Member shall occurhave the right to, each at its own option, purchase all, but not less than all, of the Units held by the Subject Company for an amount in cash equal to the implied value per Unit allocated to such Units by the Offeror, or if no such allocation is made by the Offeror, the fair market value of such Units (such implied value or fair market value per Unit the “IPT Transaction Value”) (provided more than one IPT Eligible Member exercises its right to purchase, each exercising IPT Eligible Member will have the right to purchase its pro rata portion of the Units being sold in the proportion that the relative Class A Sharing Percentage of the exercising Members) or (ii) if the IPT Eligible Member does not exercise its rights under clause (i) above, then each IPT Eligible Member, each at its own option, may sell to the Subject Company, and no Class A the Subject Company shall have the obligation to purchase, all, but not less than all, of the Units held by each exercising IPT Eligible Member shall cause or permit such for an Indirect Transfer amount in cash equal to occur in respect the IPT Transaction Value of such Class A Member, without Units. Such rights may be exercised by written notice to the prior written consent Subject Company given within twenty (20) days of receipt of the Class B Member. IfIPT Notice, any such Indirect Transfer occurs with respect or, if an IPT Notice is not delivered to any Class A a IPT Eligible Member in violation of this Section 3.7 and such 6.4(b) or an Indirect Parent Transfer has not, otherwise occurs with respect to the reasonable satisfaction of the Class B Member been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member by the Company or the Class B a IPT Eligible Member, then such Class A right may be exercised by the applicable IPT Eligible Member(s) providing written notice to the Subject Company within one hundred twenty (120) days after such IPT Eligible Member shall, effective as of the occurrence obtains actual knowledge of such Indirect Parent Transfer (any such notice, and “IPT Exercise Notice”). The failure of a recipient of an IPT Notice or any other IPT Eligible Member to notify the Subject Company within such applicable time period provided above of any election under this Section 6.4(b) shall be deemed an election by such IPT Eligible Member not to exercise its right to acquire or sell Units pursuant to this Section 6.4 in connection with such Indirect Parent Transfer, constitute a “Breaching Class A Member” for . (c) For purposes of this Agreement. In consideration for Section 6.4, the benefits provided “fair market value” of any Units shall be the fair market value of such Units, as agreed to by the Subject Company and the holders of each Class of Units electing to purchase or sell such Units (such holders electing to purchase or sell Units, collectively as to each Class A Member through its ownership class of the Class A Units owned by it and its rights under this AgreementUnits, the receipt and sufficiency “Exercising Member”) that collectively hold a majority of which are each hereby irrevocably acknowledged, each Class A Member agrees that if such Class A Member in the future constitutes a Breaching Class A Member, then from and after the occurrence class of the Indirect Transfer that causes Units held by all Exercising Members of such Class A Member to constitute a Breaching Class A Member, it shall have irrevocably surrendered its Class A class of Units pro rata to limited partners holding “Class A Units” (as defined in to each class of Units, the Partnership Agreement“Primary Exercising Members”) of the Partnership. For purposes of clarityor, in the event an “Indirect Transfer” occurs pursuant the Subject Company and the Primary Exercising Member fail to agree within fifteen (15) days after the Exercising Member has delivered a IPT Exercise Notice to the Stockholders Agreement and such event would constitute an Indirect Transfer hereunder and notice Subject Company in accordance with Section 6.4(b), the fair market value of such Units as determined by a Qualified Appraiser which has not had any material engagement with the Subject Company or the Primary Exercising Members or any of their respective Affiliates in the preceding two years selected by the Primary Exercising Member. Any such Qualified Appraiser so appointed shall be deemed the “Initial Appraiser.” (d) In the event is provided that the Subject Company objects to the Class A fair market value determination made by the Initial Appraiser, then the Subject Company may, within thirty (30) days after receipt of the Initial Appraiser’s determination of fair market value, select a Qualified Appraiser which has not had any material engagement with the Subject Company or the Primary Exercising Member or any of their respective Affiliates in the preceding two years (the “Second Appraiser”). The Initial Appraiser and the Second Appraiser shall thereupon select a third Qualified Appraiser (the “Neutral Appraiser”). The Subject Company and the Exercising Member shall execute such engagement and indemnity agreements as the Neutral Appraiser shall require as a condition to engagement and each shall be responsible for all fees and expenses of the investment bank selected by it and for its one–half of all fees and expenses of the Neutral Appraiser. The Subject Company and the Exercising Member shall, and shall cause their respective Affiliates pursuant to, make available to the Stockholders Agreementother and the investment banks such information as is reasonably necessary to reach a fair market value determination. Each of the Initial Appraiser, Second Appraiser, and Neutral Appraiser shall independently determine its proposed fair market value of the Units, and “fair market value” shall thereupon mean the average of the two such proposed fair market values that are nearest to one another. The following principle shall apply generally to any determination of fair market value under this Section 6.4: fair market value shall mean the cash price at which the Units would change hands between a willing buyer and a willing seller, neither being under any compulsion and both having a reasonable knowledge of the relevant facts including the application of Section 5.4 and without reduction based upon any lack of control, minority ownership, marketability or other similar discounts. If the Subject Company fails to select the Second Appraiser within the 30 day period provided above, such notice Subject Company shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7be deemed to have waived such objection and the fair market determination by the Initial Appraiser shall be deemed final.

Indirect Transfer. No Indirect Transfer in respect of a Class A Member Limited Partner shall occur, and no Class A Member Limited Partner shall cause or permit such an Indirect Transfer to occur in respect of such Class A MemberLimited Partner, without the prior written consent of the Class B MemberLimited Partner. If, any such Indirect Transfer occurs with respect to any Class A Member Limited Partner in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member Limited Partner been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member Limited Partner becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member Limited Partner by the Company Partnership or the Class B MemberLimited Partner, then such Class A Member Limited Partner shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A MemberLimited Partner” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member Limited Partner through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member Limited Partner agrees that if such Class A Member Limited Partner in the future constitutes a Breaching Class A MemberLimited Partner, then from and after the occurrence of the Indirect Transfer that causes such Class A Member Limited Partner to constitute a Breaching Class A MemberLimited Partner, it shall have irrevocably surrendered its Class A Units to the non-Breaching Class A Limited Partners pro rata in proportion to limited partners holding “the Class A Units” (as defined in the Partnership Agreement) of the PartnershipUnits held by such non-Breaching Class A Limited Partners. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement with respect to a Class A Limited Partner and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the such Class A Member or its Affiliates Limited Partner pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.

Indirect Transfer. No Indirect Transfer in respect of a Class A Member Limited Partner shall occur, and no Class A Member Limited Partner shall cause or permit such an a Indirect Transfer to occur in respect of such Class A MemberLimited Partner, without the prior written consent of the Class B MemberLimited Partner. If, any such Indirect Transfer occurs with respect to any Class A Member Limited Partner in violation of this Section 3.7 and such Indirect Transfer has not, to the reasonable satisfaction of the Class B Member Limited Partner been cured or reversed or has not otherwise ceased to exist within ten (10) days following the earlier to occur of (i) the applicable Class A Member Limited Partner becoming aware of the occurrence of such Indirect Transfer or (ii) notice of such Indirect Transfer being provided to such Class A Member Limited Partner by the Company Partnership or the Class B MemberLimited Partner, then such Class A Member Limited Partner shall, effective as of the occurrence of such Indirect Transfer, constitute a “Breaching Class A MemberLimited Partner” for purposes of this Agreement. In consideration for the benefits provided to each Class A Member Limited Partner through its ownership of the Class A Units owned by it and its rights under this Agreement, the receipt and sufficiency of which are each hereby irrevocably acknowledged, each Class A Member Limited Partner agrees that if such Class A Member Limited Partner in the future constitutes a Breaching Class A MemberLimited Partner, then from and after the occurrence of the Indirect Transfer that causes such Class A Member Limited Partner to constitute a Breaching Class A MemberLimited Partner, it shall have irrevocably surrendered its Class A Units to the non-Breaching Class A Limited Partners pro rata in proportion to limited partners holding “the Class A Units” (as defined in the Partnership Agreement) of the PartnershipUnits held by such non-Breaching Class A Limited Partners. For purposes of clarity, in the event an “Indirect Transfer” occurs pursuant to the Stockholders Agreement with respect to a Class A Limited Partner and such event would constitute an Indirect Transfer hereunder and notice of such event is provided to the such Class A Member or its Affiliates Limited Partner pursuant to the Stockholders Agreement, such notice shall also constitute notice of an Indirect Transfer for purposes of this Section 3.7.