Common use of Tag-Along Rights Regarding Sales of Partnership Interests Clause in Contracts

Tag-Along Rights Regarding Sales of Partnership Interests. (a) Except for Transfers of a Partner’s Interest to an Affiliate of such Partner and except following an Involuntary Transfer of a Partner’s Interest, in any case where a Partner has declined to exercise its rights of first refusal under Section 9.5, no Partner (the “Tag-Along Offeror”) shall, individually or collectively, in any one transaction or series of transactions, directly or indirectly, sell or otherwise dispose of its Interest, to any person (a “Third Party”) unless the terms and conditions of such sale or other disposition to such Third Party shall include an offer to each other Partner (each, a “Tag-Along Offeree”) to include, at the option of each Tag-Along Offeree, in the sale or other disposition to the Third Party, such Tag-Along Offeree’s Interest (the “Tag-Along Right”). Each Partner proposing to effect such a sale or other disposition shall send a written notice (the “Tag-Along Notice”) to each of the Tag-Along Offerees setting forth the terms of the offer. At any time within 15 days after its receipt of the Tag-Along Notice, each Tag-Along Offeree may exercise its Tag-Along Option by furnishing written notice of such exercise (the “Tag-Along Exercise Notice”) to the Tag-Along Offeror.

Tag-Along Rights Regarding Sales of Partnership Interests. (a) Except for Transfers of a Partner’s 's Interest to an Affiliate of such Partner and except following an Involuntary Transfer of a Partner’s 's Interest, in any case where a Partner has declined to exercise its rights of first refusal under Section 9.5, no Partner (the “"Tag-Along Offeror”") shall, individually or collectively, in any one transaction or series of transactions, directly or indirectly, sell or otherwise dispose of its Interest, to any person (a “"Third Party”") unless the terms and conditions of such sale or other disposition to such Third Party shall include an offer to each other Partner (each, a “"Tag-Along Offeree”") to include, at the option of each Tag-Along Offeree, in the sale or other disposition to the Third Party, such Tag-Along Offeree’s 's Interest (the “"Tag-Along Right”"). Each Partner proposing to effect such a sale or other disposition shall send a written notice (the “"Tag-Along Notice”") to each of the Tag-Along Offerees setting forth the terms of the offer. At any time within 15 days after its receipt of the Tag-Along Notice, each Tag-Along Offeree may exercise its Tag-Along Option by furnishing written notice of such exercise (the “"Tag-Along Exercise Notice”") to the Tag-Along Offeror.