Sale of Partnership Interest Sample Clauses

Sale of Partnership Interest. If a Partner desires to offer for sale his Interest in the Partnership, such Partner, herein refered to as “Selling Partner” shall give written notice to the other Partners, herein referred to as the “Buying Partners.” Within 30 days after receipt of the notice, the Buying Partners shall notify the Selling Partner of their intent to purchase the Interest of the Selling Partner. The purchase price of an Interest sold pursuant to this Section shall be the Contract Price, and payment for the Interest shall be made in the manner set forth in Section 5.5. If the Buying Partners fail to notify the Selling Partner that they intend to purchase his or her interest within the 30-day period, the Selling Partner shall have the right to withdraw from the Partnership. If a Partner withdraws, the Partner shall be entitled to a payment from the Partnership equal to the Contract Price and payable at the time and in the manner set forth in this agreement.

Sale of Partnership Interest. A Partner may sell some or all of its interest in the Partnership to an unaffiliated party only with the unanimous consent of the remaining Partner(s), and subject to the following provisions. 12.1.1 If a Partner wishes to sell some or all of its interest in the Partnership, it shall notify the other Partner(s) to allow it (them) to purchase the selling Partner's interest. If more than one Partner desires to purchase a selling Partner's interest, then such sale shall be on a pro rata basis based on the Partner's Percentage of the acquiring Partners. If no Partner(s) express(es) interest within 30 days to purchase the selling Partner's interest, the selling Partner shall submit to the Management Committee a notice of intent to sell containing a list of proposed buyers unaffiliated with any Partner(s). The Management Committee must unanimously agree on the acceptability of the buyers before the selling Partner may negotiate on price and terms with those parties that are approved. The selling Partner shall provide such information as the Management Committee reasonably requests about the prospective buyers. If the Management Committee cannot unanimously approve one or more of the proposed buyers, the selling Partner may withdraw from the Partnership, as provided in section 13. The Management Committee shall notify the selling Partner of the acceptable prospective buyers, if any, within 30 days of receiving the notice of intent to sell. 12.1.2 If the selling Partner is able to reach agreement on the terms and conditions for sale of all or part of its interest to an approved proposed buyer, it must then give the remaining Partner(s) a right of first refusal to purchase the interest on the same terms and conditions. The remaining Partner(s) shall have 30 days from the date each Partner receives the offer to exercise their right of first refusal. 12.1.3 If the remaining Partner(s) elects not to purchase the selling Partner's interest, the sale to the approved buyer must be on the same terms and conditions as those offered to the remaining Partner(s).

Sale of Partnership Interest. A copy of the fully executed HealthMatics Purchase Agreement, certified by an officer of the Borrower to be true, complete and correct and confirmation that the sale of the Partnership Interest has closed and that the Borrower has given irrevocable directions to have the HealthMatics Proceeds distributed in accordance with this Agreement.

Sale of Partnership Interest. If (i) one Partner ("Selling Partner") receives a written offer from a third party ("Proposed Purchaser") to purchase all or substantially all of the Partnership's interest in the Amphitheater which the Selling Partner desires to accept on behalf of the Partnership and (ii) the other Partner ("Non-Selling Partner") is unwilling to consent to the sale of the Amphitheater to the Proposed Purchaser upon the terms and conditions contained in such offer, then the Selling Partner shall have the right, subject to the provisions of Section 18.06 hereof, to sell all, but not less than all, of its Partnership Interest if, but only if, the Selling Partner complies with all of the following provisions: (a) The Selling Partner shall provide prompt written notice to the Non-Selling Partner upon the commencement of negotiation concerning any proposed sale of the Selling Partner's Partnership Interest to the Proposed Purchaser. (b) Upon request of the Non-Selling Partner at any time following the notice given pursuant to clause (a), the Selling Partner shall provide an oral report as to the status of the negotiations for the proposed sale of the Selling Partner's Partnership Interest to the Proposed Purchaser. (c) The Selling Partner shall provide to the Non-Selling Partner copies of all written drafts, letters or other documentation pertaining to such proposed sale of the Selling Partner's Partnership Interest to the Proposed Purchaser. (d) Within five (5) days following the execution of a definitive agreement ("Purchase Agreement") pursuant to which the Selling Partner agrees to sell its Partnership Interest to the Proposed Purchaser, the performance of each party thereto being conditioned expressly upon the provisions of this Section 18.04, the Selling Partner shall provide a true, correct, complete and accurate copy thereof to the Non-Selling Partner. (e) Following receipt of a Purchase Agreement, the Non-Selling Partner shall have the right and option ("Purchase Option"), exercisable in its sole discretion, to purchase the Selling Partner's Partnership Interest upon the same terms, provisions and conditions contained in such Purchase Agreement. (f) The Purchase Option may be exercised by the Non-Selling Partner at any time within thirty (30) days after receipt of a Purchase Agreement by providing written notice thereof to the Selling Partner. If the Non-Selling Partner should exercise the Purchase Option in a timely manner, then the Selling Partner shall be required,...

Sale of Partnership Interest. Subject to the terms and conditions hereof, on the Closing Date (as defined in Section 2.1 hereof), Abrika shall sell and issue to Par, and Par shall purchase from Abrika, for the Purchase Price (as defined in Section 1.2(a) hereof), the Par Initial Partnership Interest (as that term is defined in the Amended Partnership Agreement, defined below) (the "PARTNERSHIP INTEREST").

Sale of Partnership Interest. Admission of Limited Partners -----------------------------

Sale of Partnership Interest. Legacy TM hereby sells and assigns its rights, title and interest in the Partnership Interest defined in paragraph 2, below, and the Pittses hereby purchase such Partnership Interest in equal shares, on the terms stated herein.

Sale of Partnership Interest. Seller hereby sells, transfers and assigns the Partnership Interest to Buyer free and clear of all liens, claims, pledges, options, rights of first refusal and other encumbrances or restrictions of any nature whatsoever, other than any restrictions on transfer under the Joint Operating Agreement or the Partnership Agreement (“Liens”), and Buyer hereby purchases from Seller all of Seller’s right, title and interest in the Partnership Interest for the Purchase Price, as defined below.

Sale of Partnership Interest. Substituted ------------------------------------------------------- Partner ------- Without the written consent of all members of the Committee, no Partner may sell, assign, transfer, pledge, hypothecate or encumber all or any part of his interest (including a beneficial interest in the right to receive distributions and allocations of profit and loss) in the Partnership.