ROFR Sale definition

ROFR Sale has the meaning set forth in Section 8.4(a).

ROFR Sale is defined in Section 10.07(e).

ROFR Sale has the meaning set forth in Section 5.1(b)(i).

Examples of ROFR Sale in a sentence

• Except for brokers engaged by the Partnership in connection with a Forced Sale, no brokerage fees or commissions shall be payable by the Partnership in connection with any ROFO Sale or ROFR Sale, and each Partner shall indemnify and hold harmless the Partnership and the other Partners from and against any such claims made based upon the actions of such Partner, including any fees and expenses in defending any such claims.

• Prior to or at the closing of any ROFO Sale or ROFR Sale, the General Partner shall supply to the Recipient(s) all documents customarily required (or reasonably required by the Recipient(s)) to make a good and sufficient conveyance of such Interest to the Recipient(s), which documents shall be in form and substance reasonably satisfactory to the Recipient(s) and the Initiator.

• The obligation of the Recipient(s) to pay the purchase price in connection with a ROFO Sale or ROFR Sale shall be conditioned upon the Interest being transferred free and clear of all liens, claims and encumbrances, other than permitted liens, claims and encumbrances that were waived by the Recipient(s) and deducted in determining the applicable price of the Interest and permitted liens, claims and encumbrances securing indebtedness of the Partnership or the Investment Entities.

• Any ROFR Sale must be for cash consideration exclusively and shall not include any earn-out or other contingent consideration.

• The ROFR Notice shall set forth (i) a copy of the written bona fide offer, if any, (ii) a copy of the stock purchase agreement, merger agreement or any other agreements entered or to be entered into with the Third Party Purchaser with respect to the Transfer (if available), and if not available, a summary of the material terms and conditions pertaining to the Transfer, (iii) the proposed amount and form of consideration and other material terms and conditions, and (iv) the ROFR Sale Date.

More Definitions of ROFR Sale

ROFR Sale shall have the meaning set forth in Section 10.5(c).

ROFR Sale means an HMF Sale where a Consolidator will, after the consummation of the HMF Sale, own (or have a right to acquire) a direct or indirect interest in the HMF Business. For the avoidance of doubt, (i) a direct or indirect interest held by a Consolidator in its capacity as a limited partner (or similar passive investor) of a third party fund or “sidecar” fund investment solely for investment purposes shall not be a ROFR Sale and (ii) in the case of an HMF Sale where a Consolidator only provides debt financing (which may include a de minimus amount of an equity “kicker” in respect of such debt financing in a customary amount, as applicable), to a purchaser in connection therewith, such HMF Sale shall not be a ROFR Sale.

ROFR Sale has the meaning given in clause 6;

ROFR Sale has the meaning given to it in Clause 13.1 (Right of First Refusal);

ROFR Sale is defined in Section 8.3.

ROFR Sale has the meaning set forth in Section 3.1(b).

ROFR Sale shall have the meaning set forth in Section 5(a).