ROFO Projects Clause Samples

ROFO Projects. The Parties agree that each Acquired Companies Acquisition and the purchase and sale of each Interest pursuant hereto shall be deemed to have been offered pursuant to the Right of First Offer Agreement, dated as of July 1, 2014 (the “ROFO Agreement”), by and among NextEra Energy Partners, LP, a Delaware limited partnership, NextEra Energy Operating Partners, LP, a Delaware limited partnership, and Energy Resources, and the Applicable Acquired Companies shall be considered ▇▇▇▇ ROFO Assets (as defined in the ROFO Agreement) for purposes of the ROFO Agreement and otherwise.

ROFO Projects. If Operator or any Affiliate of Operator proposes to pursue a ROFO Project other than projects owned by Operator and its Affiliates on the date of this Agreement (so long as the same have not been acquired in violation of the Prior Agreement), whether for its own account or with or for the account of others, prior to its doing so the Operator shall comply with this Section. Each ROFO Project shall first be submitted by the Operator for consideration by the Management Committee as a proposed joint investment opportunity between Investor and Operator. Each such submission shall include the information that would be required for Operator or any Affiliate of Operator to register the ROFO Project with Investor under the Advisor Agreement. The Management Committee shall have five (5) business days from the date of its receipt of all of the items described in the prior sentence to elect to cause the Company to participate in the ROFO Project. If, within said five (5) business days, the Management Committee so elects, the then applicable Investment Guidelines and Annual Plan shall be deemed amended with respect to, but only with respect to, such ROFO Project, such ROFO Project shall be deemed to be a Project for all purposes of this Agreement and the Operator and its Affiliates shall pursue the ROFO Project, if at all, only through the Company as a Project subject to all the terms and provisions of this Agreement, including without limitation compliance with, and submission of the further information required by, the Acquisition Process pursuant to which the Management Committee may further approve or reject the ROFO Project. If, within said five (5) business days the Management Committee does not so elect, the Management Committee shall be deemed to have rejected the ROFO Project. If the Management Committee has rejected or is deemed to have rejected an ROFO Project, either pursuant to this Section or the Acquisition Process, then for a period of twelve (12) months from the date of the Management Committee’s rejection or deemed rejection of the ROFO Project, Operator and Operator’s Affiliates may pursue and consummate the ROFO Project without further obligation to the Company. If Operator and Operator’s Affiliates have not consummated the ROFO Project (meaning that the Operator Affiliate has not acquired title to said ROFO Project) within said twelve (12) months, Operator shall again comply with this Section prior to Operator or any Affiliate of Operator further ...