IPT Sell-Down Sample Clauses

IPT Sell-Down. Notwithstanding anything to the contrary in this Agreement, the IPT Limited Partner may Transfer a portion of its Interest at any time (the “IPT Sell-Down”) to one real estate investor approved in writing by the BCIMC Limited Partner (such approval not to be unreasonably withheld) (the “Sell-Down Transferee”); provided, that the IPT Limited Partner shall maintain at least a ten percent (10%) Percentage Interest in the Partnership immediately following any such IPT Sell-Down.
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IPT Sell-Down. Notwithstanding anything to the contrary in this Agreement, the IPT Limited Partner may Transfer a portion of its Interest at any time (the “IPT Sell-Down”) to one Qualified Investment Partner (the “Sell-Down Transferee”); provided, that the IPT Limited Partner shall maintain at least a ten percent (10%) Percentage Interest in the Partnership immediately following any such IPT Sell-Down. Following the IPT Sell-Down, the Sell-Down Transferee shall be entitled to: (i) appoint one (1) Representative to the Executive Committee; (ii) the right of first opportunity in connection with a Transfer by the Offering Partner pursuant to Section 8.1(c); (iii) the right to exercise a Tag Along Transfer pursuant to Section 8.1(d); (iv) the right to deliver a Buy-Sell Notice pursuant to Section 9.1; (v) the right to initiate a Forced Sale pursuant to Section 9.2; (vi) any other right afforded to the BCIMC Limited Partner under this Agreement and (vii) any other right that is approved in writing by the BCIMC Limited Partner (such approval not to be unreasonably withheld, conditioned or delayed). As used herein, “Qualified Investment Partner” shall mean: (A) for a period of eighteen (18) months following the date hereof, any of the entities set forth on Exhibit N attached hereto; and/or (B) a real estate investor approved in writing by the BCIMC Limited Partner (such approval not to be unreasonably withheld, conditioned or delayed). The BCIMC Limited Partner shall cooperate in good faith with the General Partner, the IPT Limited Partner, the Sell-Down Transferee and the Partnership in respect of the IPT Sell-Down (including by executing and delivering all records, consents, modifications, amendments or any other documents as the General Partner, the IPT Limited Partner and/or the Sell-Down Transferee may reasonably request in order to consummate, complete and carry out the IPT Sell-Down).
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