Common use of ROFO Response Clause in Contracts

ROFO Response. The Partnership shall have (x) 30 days following receipt of the ROFO Notice from RMH or (x) 60 days following receipt of the ROFO Notice from Development to propose an offer to enter into the Proposed Transaction with RMH or the applicable Development Entity, as applicable (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the Partnership proposes to pay for the applicable Development ROFO Asset or RMH ROFO Assets and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. The decision whether to submit a ROFO Response and the terms thereof shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered by the Partnership within such 30-day (for ROFO Notices delivered by RMH) or 60-day (for ROFO Notices delivered by Development or any Development Entity) period, as applicable, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset and RMH or the applicable Development Entity, as the case may be, shall be free to enter into the Proposed Transaction with any third party on terms and conditions determined in the sole discretion of RMH or Development, as applicable.

ROFO Response. The Partnership shall have (x) 30 days following receipt of the ROFO Notice from RMH or (xy) 60 days following receipt of the ROFO Notice from Development to propose an offer to enter into the Proposed Transaction with RMH or the applicable Development Entity, as applicable (the “ROFO Response”). The ROFO Response shall set forth the terms and conditions (including, without limitation, the purchase price the Partnership proposes to pay for the applicable Development ROFO Asset or RMH ROFO Assets and the other terms of the purchase) pursuant to which the Partnership would be willing to enter into a binding agreement for the Proposed Transaction. The decision whether to submit a ROFO Response and the terms thereof shall be subject to approval by the Conflicts Committee. If no ROFO Response is delivered by the Partnership within such 30-day (for ROFO Notices delivered by RMH) or 60-day (for ROFO Notices delivered by Development or any Development Entity) period, as applicable, then the Partnership shall be deemed to have waived its right of first offer with respect to such ROFO Asset and RMH or the applicable Development Entity, as the case may be, shall be free to enter into the Proposed Transaction with any third party on terms and conditions determined in the sole discretion of RMH or Development, as applicable.