Common use of Initiator Rights Clause in Contracts

Initiator Rights. If the Initiator is the IPT Limited Partner, the Initiator shall, at all times and at its sole option, have the right to control the sale process in its sole discretion. Such control shall include, without limitation, (A) the negotiation, determination and agreement on all terms of any letters of intent, confidentiality agreements, purchase and sale agreements and all other documents necessary to effect such sale, (B) the right to modify or enter into any purchase agreement without providing the Recipient(s) any additional rights hereunder; provided, that such modifications or purchase agreement do not materially change the terms in the Forced Sale Notice and that any liability of the Initiator and the Recipient(s) to the transferee shall not be disproportionately imposed upon the Recipient(s) (excluding disproportionate impacts solely due to having different ownership interests) and (C) the right, without further limitation, at any time or from time to time, to discontinue its pursuit of a Forced Sale (reserving the right to recommence the sales process at any time pursuant to the terms of this Section 9.2), and the Initiator shall not have any obligations or liability to the Recipient(s) by reason of such abandonment. If the Initiator is the BCIMC Limited Partner, (I) the Initiator and the Recipient(s) shall co-control the sale process, (II) Initiator shall give reasonably prior notice to the Recipient(s) of any material actions proposed to be taken with respect to such sale process, (III) the Initiator shall provide the Recipient(s) with all communications made or received by a third party with respect to such sale process and (IV) the Initiator shall not take any action that the Recipient(s) determines, acting in good faith, would result in a reduction in the value of the Partnership, any Investment Entity or the Portfolio or would make the assets of the Partnership or the Investment Entities or the Portfolio less marketable.

Initiator Rights. If the Initiator is the IPT Limited Partner, the Initiator shall, at all times and at its sole option, have the right to control the sale process in its sole discretion. Such control shall include, without limitation, (A) the negotiation, determination and agreement on all terms of any letters of intent, confidentiality agreements, purchase and sale agreements and all other documents necessary to effect such sale, (B) the right to modify or enter into any purchase agreement without providing the Recipient(s) any additional rights hereunder; provided, that such modifications or purchase agreement do not materially change the terms in the Forced Sale Notice and that any liability of the Initiator and the Recipient(s) to the transferee shall not be disproportionately imposed upon the Recipient(s) (excluding disproportionate impacts solely due to having different ownership interests) and (C) the right, without further limitation, at any time or from time to time, to discontinue its pursuit of a Forced Sale (reserving the right to recommence the sales process at any time pursuant to the terms of this Section 9.2), and the Initiator shall not have any obligations or liability to the Recipient(s) by reason of such abandonment. If the Initiator is the BCIMC QuadReal Limited Partner, (I) the Initiator and the Recipient(s) shall co-control the sale process, (II) Initiator shall give reasonably prior notice to the Recipient(s) of any material actions ​ proposed to be taken with respect to such sale process, (III) the Initiator shall provide the Recipient(s) with all communications made or received by a third party with respect to such sale process and (IV) the Initiator shall not take any action that the Recipient(s) determines, acting in good faith, would result in a reduction in the value of the Partnership, any Investment Entity or the Portfolio or would make the assets of the Partnership or the Investment Entities or the Portfolio less marketable.. ​

Initiator Rights. If the Initiator is the IPT Limited Partner, the Initiator shall, at all times and at its sole option, have the right to control the sale process in its sole discretion. Such control shall include, without limitation, (A) the negotiation, determination and agreement on all terms of any letters of intent, confidentiality agreements, purchase and sale agreements and all other documents necessary to effect such sale, (B) the right to modify or enter into any purchase agreement without providing the Recipient(s) any additional rights hereunder; provided, that such modifications or purchase agreement do not materially change the terms in the Forced Sale Notice and that any liability of the Initiator and the Recipient(s) to the transferee shall not be disproportionately imposed upon the Recipient(s) (excluding disproportionate impacts solely due to having different ownership interests) and (C) the right, without further limitation, at any time or from time to time, to discontinue its pursuit of a Forced Sale (reserving the right to recommence the sales process at any time pursuant to the terms of this Section 9.2), and the Initiator shall not have any obligations or liability to the Recipient(s) by reason of such abandonment. If the Initiator is the BCIMC Limited PartnerPartner or the Sell-Down Transferee, (I) the Initiator and the Recipient(s) shall co-control the sale process, (II) Initiator shall give reasonably prior notice to the Recipient(s) of any material actions proposed to be taken with respect to such sale process, (III) the Initiator shall provide the Recipient(s) with all communications made or received by a third party with respect to such sale process and (IV) the Initiator shall not take any action that the Recipient(s) determines, acting in good faith, would result in a reduction in the value of the Partnership, any Investment Entity or the Portfolio or would make the assets of the Partnership or the Investment Entities or the Portfolio less marketable.

Initiator Rights. If the Initiator is the IPT Limited Partner, the Initiator shall, at all times and at its sole option, have the right to control the sale process in its sole discretion. Such control shall include, without limitation, (A) the negotiation, determination and agreement on all terms of any letters of intent, confidentiality agreements, purchase and sale agreements and all other documents necessary to effect such sale, (B) the right to modify or enter into any purchase agreement without providing the Recipient(s) any additional rights hereunder; provided, that such modifications or purchase agreement do not materially change the terms in the Forced Sale Notice and that any liability of the Initiator and the Recipient(s) to the transferee shall not be disproportionately imposed upon the Recipient(s) (excluding disproportionate impacts solely due to having different ownership interests) and (C) the right, without further limitation, at any time or from time to time, to discontinue its pursuit of a Forced Sale (reserving the right to recommence the sales process at any time pursuant to the terms of this Section 9.2), and the Initiator shall not have any obligations or liability to the Recipient(s) by reason of such abandonment. If the Initiator is the BCIMC QuadReal Limited Partner, (I) the Initiator and the Recipient(s) shall co-control the sale process, (II) Initiator shall give reasonably prior notice to the Recipient(s) of any material actions proposed to be taken with respect to such sale process, (III) the Initiator shall provide the Recipient(s) with all communications made or received by a third party with respect to such sale process and (IV) the Initiator shall not take any action that the Recipient(s) determines, acting in good faith, would result in a reduction in the value of the Partnership, any Investment Entity or the Portfolio or would make the assets of the Partnership or the Investment Entities or the Portfolio less marketable.

Initiator Rights. If the Initiator is the IPT Limited Partner, the Initiator shall, at all times and at its sole option, have the right to control the sale process in its sole discretion. Such control shall include, without limitation, (A) the negotiation, determination and agreement on all terms of any letters of intent, confidentiality agreements, purchase and sale agreements and all other documents necessary to effect such sale, (B) the right to modify or enter into any purchase agreement without providing the Recipient(s) any additional rights hereunder; provided, that such modifications or purchase agreement do not materially change the terms in the Forced Sale Notice and that any liability of the Initiator and the Recipient(s) to the transferee shall not be disproportionately imposed upon the ​ ​ Recipient(s) (excluding disproportionate impacts solely due to having different ownership interests) and (C) the right, without further limitation, at any time or from time to time, to discontinue its pursuit of a Forced Sale (reserving the right to recommence the sales process at any time pursuant to the terms of this Section 9.2), and the Initiator shall not have any obligations or liability to the Recipient(s) by reason of such abandonment. If the Initiator is the BCIMC Limited Partner, (I) the Initiator and the Recipient(s) shall co-control the sale process, (II) Initiator shall give reasonably prior notice to the Recipient(s) of any material actions proposed to be taken with respect to such sale process, (III) the Initiator shall provide the Recipient(s) with all communications made or received by a third party with respect to such sale process and (IV) the Initiator shall not take any action that the Recipient(s) determines, acting in good faith, would result in a reduction in the value of the Partnership, any Investment Entity or the Portfolio or would make the assets of the Partnership or the Investment Entities or the Portfolio less marketable.. ​