Common use of Consent Requirements Clause in Contracts

Consent Requirements. (a) Unless Purchaser and Seller otherwise agree, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as of such date, has not been satisfied or waived. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Purchase Price is made under Section 2.3(a)(ii) is subsequently satisfied prior to the date of the final adjustment to the Base Purchase Price under Section 8.4(b) or Section 8.4(c), (A) Seller shall, promptly after such Material Consent requirement is satisfied, convey the applicable Property to Purchaser, (B) Purchaser and Seller shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, by Purchaser to Seller and (2) if negative, by Seller to Purchaser.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to the Target Closing Date setting forth each Material Consent requirement which, as of such date, has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute) and Purchaser shall thereafter have the continuing right until the date that is one (1) Business Day prior to the Target Closing Date to elect to waive the receipt (or waiver) of any such Material Consent, in which case, such Material Consent shall be deemed to have been obtained prior to Closing with respect to the affected Asset(s) for all purposes of this Agreement. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller the Parties shall continue after Closing and until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b‎3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property (or a waiver thereof) is not obtained by Closing, either Purchaser or Seller may shall have the right to elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c‎3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 X-0, Xxxxxxx X-0 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 ‎1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall continue to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii‎2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b‎8.4(b) or Section 8.4(c‎8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 ‎1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a‎2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, if positive, shall be paid in cash (1) if positive, by Purchaser to Seller and (2) Seller, and, if negative, by Seller to Purchaser.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver Attached as Schedule 3.12 is a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth list of each Material Consent requirement which, as of such date, which has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute). (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller shall continue after Closing the Parties shall, until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which With respect to the Asset subject to such a Assets identified on Schedule 3.12 (the “Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(cAssets”), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, and the Closing Consideration shall be appropriately reduced by an amount equal to such Allocated Value, divided by the Per Share Preferred Value; (iii) such Property shall be deemed to be deleted from Exhibit A-1 A-1, Exhibit A-2 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), at its sole discretion and election, (x) pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price to Seller in cash, or (y) issue to Seller an amount of Purchaser Preferred Stock equal to the reduction in the Preferred Stock Consideration received at Closing by Seller due to such unobtained Material Consent, in each case, with such valuation and payment or issuance, as applicable, being subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. (d) With respect to any Surface Fee Estate that becomes an Excluded Asset by operation of Section 3.12(c), if permitted pursuant to applicable Law and agreement, until the Material Consent for such Surface Fee Estate is obtained or the Surface Fee Estate has been terminated, such Surface Fee Estate shall be held by Seller for the benefit of Purchaser. Base Purchaser shall pay all amounts due thereunder that would have been Assumed Obligations with respect to such Surface Fee Estate had such Surface Fee Estate been assigned to Purchaser at Closing, and Purchaser shall be responsible for the performance of any obligations that would have been an Assumed Obligation with respect to such Surface Fee Estate had such Surface Fee Estate been assigned to Purchaser at Closing. (e) Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, shall be paid in cash (1) if positive, by Purchaser accounted for pursuant to Seller and (2) if negative, by Seller to Purchaserthis Section 3.12.

Consent Requirements. (a) Unless Purchaser and Seller the Parties otherwise agree, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as of such date, has not been satisfied or waived. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller the Parties shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller shall not be required to make any payments or undertake any material obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser or Seller Party may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 X-0, Xxxxxxx X-0 and/or Exhibit A-2 A-5 attached hereto, as applicable, hereto and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), (A) Seller shall, promptly after such Material Consent requirement is satisfied, convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) Properties at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof)Property, pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement, calculated for the period from and after the Effective Date to the date of the conveyance) to SellerSeller with interests at the Agreed Rate from Closing, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 X-0, Xxxxxxx X-0 and/or Exhibit A-2 A-5 attached hereto, (y) added to Schedule 1.3 attached hereto or and (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, by Purchaser to Seller and (2) if negative, by Seller to Purchaser.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to the Target Closing Date setting forth each Material Consent requirement which, as of such date, has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute) and Purchaser shall thereafter have the continuing right until the date that is one (1) Business Day prior to the Target Closing Date to elect to waive the receipt (or waiver) of any such Material Consent, in which case, such Material Consent shall be deemed to have been obtained prior to Closing with respect to the affected Asset(s) for all purposes of this Agreement. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller the Parties shall continue after Closing and until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property (or a waiver thereof) is not obtained by Closing, either Purchaser or Seller may shall have the right to elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, and the Closing Consideration shall be appropriately reduced by an amount equal to such Allocated Value, divided by the Per Share Value; (iii) such Property shall be deemed to be deleted from Exhibit A-1 A-1, Exhibit A-2 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall continue to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the issue to Seller an amount of any previous deduction from Purchaser Stock equal to the Base Purchase Price (reduction in the Stock Consideration received at Closing by Seller due to such unobtained Material Consent, in each case, with such valuation and payment or issuance, as applicable, being subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 A-1, Exhibit A-2 and/or Exhibit A-2 A-3 attached hereto, as applicable, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base . (d) Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, shall be paid in cash (1) if positive, by Purchaser accounted for pursuant to Seller and (2) if negative, by Seller to Purchaserthis Section 3.12.

Consent Requirements. (a) Unless Purchaser Except as expressly set forth herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and Seller otherwise agreeshall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without Landlord’s prior consent in no event each instance, which consent shall there not be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closingunreasonably withheld or delayed as provided in Section 13.3. Seller Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as be void and shall constitute an Event of such date, has not been satisfied or waivedDefault. (b) In cases in which If, without Xxxxxxxx’s consent, this Lease is assigned, or any part of the Asset subject to such an un-obtained Material Consent Premises is an Asset sublet or occupied by anyone other than a PropertyTenant or this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, and Purchaser is assigned apply the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due net amount collected to the un-waived Material Consent requirement, Purchaser and Seller Rent herein reserved. No such collection shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt deemed a waiver of the Material Consentprovisions of this Article, andan acceptance of the assignee, if permitted pursuant to applicable Law and agreementsubtenant or occupant as tenant, such Asset shall be held by Seller for the benefit or a release of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for Tenant from the performance of any Tenant’s covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b)Lease. (c) In cases in which the Asset subject Xxxxxxxx’s consent to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser any assignment or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property subletting shall not be conveyed relieve Tenant from the obligation to Purchaser at Closingobtain Landlord’s consent to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet any portion of its sublet space, (ii) or otherwise suffer or permit any portion of the Base Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed sublet space to be deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Purchase Price is made under Section 2.3(a)(ii) is subsequently satisfied prior to the date of the final adjustment to the Base Purchase Price under Section 8.4(b) used or Section 8.4(c), (A) Seller shall, promptly after such Material Consent requirement is satisfied, convey the applicable Property to Purchaser, (B) Purchaser and Seller shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, occupied by Purchaser to Seller and (2) if negative, by Seller to Purchaserothers.

Consent Requirements. (a) Unless Purchaser and Seller the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset (other than a Right of Way) for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as of such date, has not been satisfied or waived. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) or 8.4(c) (the “Final Adjustment Date”), the Parties shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, except for payments by Seller in accordance with the current University of Texas System/University Lands Rate and Damage Schedule, neither Party shall not be required to make any payments or undertake any material obligations for the benefit of the holders of any un-obtained un‑obtained Material Consents subject to this Section 3.12(b). With respect to the Assets for which the un‑obtained Material Consent is not obtained by or before the Final Adjustment Date, Seller shall promptly reimburse Purchaser for the costs and expenses paid by Purchaser associated with such Assets and Purchaser shall promptly reimburse Seller for the revenues associated with such Assets. (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser or Seller Party may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 A‑1 and/or Exhibit A-2 A‑2 attached hereto, as applicable, hereto and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), (A) Seller shall, promptly after such Material Consent requirement is satisfied, convey the applicable Property to Purchaser, ; (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) Properties at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof)Property, pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, ); and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 A‑1 and/or Exhibit A-2 attached heretoA‑2, (y) added to Schedule 1.3 attached hereto or and (z) an Excluded Asset for any purposes hereunder. Base Notwithstanding the forgoing, in cases in which the Asset subject to such a Material Consent requirement is a Right of Way, such Right of Way shall nevertheless be assigned by Seller to Purchaser at Closing as part of the Assets, without adjustment to the Purchase Price adjustments calculated in respect of such un-obtained consent, and Purchaser shall have no claim against, and Seller shall have no liability for, the same manner as failure to obtain such consent (provided that the adjustments in Section 2.3(a) forgoing shall not limit Purchaser’s remedies under this Agreement with respect to a breach by Seller of its covenants in Section 3.11). (d) If Seller fails to obtain a consent prior to Closing and such consent is not a Material Consent, then the affected Property Asset (or the portion thereof), if any, ) subject to such un-obtained consent shall nevertheless be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, by Purchaser to Seller and (2) if negative, assigned by Seller to Purchaser at Closing as part of the Assets, without adjustment to the Purchase Price in respect of such un-obtained consent, and Purchaser shall have no claim against, and Seller shall have no liability for, the failure to obtain such consent (provided that the forgoing shall not limit Purchaser’s remedies under this Agreement with respect to a breach by Seller of its covenants in Section 3.11).

Consent Requirements. (a) Unless Purchaser Except as expressly set forth herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and Seller otherwise agreeshall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without Landlord’s prior consent in no event each instance, which consent shall there not be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closingunreasonably withheld or delayed as provided in Section 13.3. Seller Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as be void and shall constitute an Event of such date, has not been satisfied or waivedDefault. (b) In cases in which If, without Landlord’s consent (when required), this Lease is assigned, or any part of the Asset subject to such an un-obtained Material Consent Premises is an Asset sublet or occupied by anyone other than a PropertyTenant or this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, and Purchaser is assigned apply the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due net amount collected to the un-waived Material Consent requirement, Purchaser and Seller Rent herein reserved. No such collection shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt deemed a waiver of the Material Consentprovisions of this Article, andan acceptance of the assignee, if permitted pursuant to applicable Law and agreementsubtenant or occupant as tenant, such Asset shall be held by Seller for the benefit or a release of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for Tenant from the performance of any Tenant’s covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b)Lease. (c) In cases in which the Asset subject Landlord’s consent to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser any assignment or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property subletting shall not be conveyed relieve Tenant from the obligation to Purchaser at Closingobtain Landlord’s consent to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet any portion of its sublet space, (ii) or otherwise suffer or permit any portion of the Base Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed sublet space to be deleted from Exhibit A-1 and/or Exhibit A-2 attached heretoused or occupied by others, except as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Purchase Price is made under Section 2.3(a)(ii) is subsequently satisfied prior to the date of the final adjustment to the Base Purchase Price under Section 8.4(b) or Section 8.4(c), (A) Seller shall, promptly after such Material Consent requirement is satisfied, convey the applicable Property to Purchaser, (B) Purchaser and Seller shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay provided in cash the amount of any previous deduction from the Base Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, by Purchaser to Seller and (2) if negative, by Seller to PurchaserLease.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver Attached as Schedule 3.12 is a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth list of each Material Consent requirement which, as of such date, which has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute). (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller shall continue after Closing the Parties shall, until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent With respect to the transfer of such Property is not obtained by Closing, either Purchaser or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c)Assets identified on Schedule 3.12, (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, and the Closing Consideration shall be appropriately reduced by an amount equal to such Allocated Value, divided by the Per Share Preferred Value; (iii) such Property shall be deemed to be deleted from Exhibit A-1 A-1, Exhibit A-2 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), at its sole discretion and election, (x) pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price to Seller in cash, or (y) issue to Seller an amount of Purchaser Preferred Stock equal to the reduction in the Preferred Stock Consideration received at Closing by Seller due to such unobtained Material Consent, in each case, with such valuation and payment or issuance, as applicable, being subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base . (d) Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) 2.3 with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, shall be paid in cash (1) if positive, by Purchaser accounted for pursuant to Seller and (2) if negative, by Seller to Purchaserthis Section 3.12.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to the Target Closing Date setting forth each Material Consent requirement which, as of such date, has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute) and Purchaser shall thereafter have the continuing right until the date that is one (1) Business Day prior to the Target Closing Date to elect to waive the receipt (or waiver) of any such Material Consent, in which case, such Material Consent shall be deemed to have been obtained prior to Closing with respect to the affected Asset(s) for all purposes of this Agreement. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller the Parties shall continue after Closing and until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b‎3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property (or a waiver thereof) is not obtained by Closing, either Purchaser or Seller may shall have the right to elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c‎3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 X-0, Xxxxxxx X-0 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 ‎1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall continue to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii‎2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b‎8.4(b) or Section 8.4(c‎8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 ‎1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base With respect to any Surface Fee Estate that becomes an Excluded Asset by operation of this Section 3.12(c), if permitted pursuant to applicable Law and agreement, until the Material Consent for such Surface Fee Estate is obtained or the Surface Fee Estate has been terminated, such Surface Fee Estate shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder that would have been an Assumed Obligation with respect to such Surface Fee Estate had such Surface Fee Estate been assigned to Purchaser at Closing, and Purchaser shall be responsible for the performance of any obligations that would have been an Assumed Obligation with respect to such Surface Fee Estate had such Surface Fee Estate been assigned to Purchaser at Closing. Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a‎2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, if positive, shall be paid in cash (1) if positive, by Purchaser to Seller and (2) Seller, and, if negative, by Seller to Purchaser.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to the Target Closing Date setting forth each Material Consent requirement which, as of such date, has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute) and Purchaser shall thereafter have the continuing right until the date that is one (1) Business Day prior to the Target Closing Date to elect to waive the receipt (or waiver) of any such Material Consent, in which case, such Material Consent shall be deemed to have been obtained prior to Closing with respect to the affected Asset(s) for all purposes of this Agreement. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller the Parties shall continue after Closing and until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property (or a waiver thereof) is not obtained by Closing, either Purchaser or Seller may shall have the right to elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 A-1, Exhibit A-2 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall continue to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, if positive, shall be paid in cash (1) if positive, by Purchaser to Seller and (2) Seller, and, if negative, by Seller to Purchaser.

Consent Requirements. (a) Unless Purchaser Except as expressly set forth herein, Tenant shall not assign, mortgage, pledge, encumber, or otherwise transfer this Lease, whether by operation of law or otherwise, and Seller otherwise agreeshall not sublet, or permit, or suffer the Premises or any part thereof to be used or occupied by others (whether for desk space, mailing privileges or otherwise), without Landlord’s prior consent in no event each instance, which consent shall there not be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closingunreasonably withheld or delayed as provided in Section 13.3. Seller Any assignment, sublease, mortgage, pledge, encumbrance or transfer in contravention of the provisions of this Article shall deliver a written notice to Purchaser on or before five (5) Business Days prior to Closing setting forth each Material Consent requirement which, as be void and shall constitute an Event of such date, has not been satisfied or waivedDefault. (b) In cases in which If, without Landlord’s consent, this Lease is assigned, or any part of the Asset subject to such an un-obtained Material Consent Premises is an Asset sublet or occupied by anyone other than a PropertyTenant or this Lease is encumbered (by operation of law or otherwise), Landlord may collect rent from the assignee, subtenant or occupant, and Purchaser is assigned apply the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due net amount collected to the un-waived Material Consent requirement, Purchaser and Seller Rent herein reserved. No such collection shall continue after Closing to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt deemed a waiver of the Material Consentprovisions of this Article, andan acceptance of the assignee, if permitted pursuant to applicable Law and agreementsubtenant or occupant as tenant, such Asset shall be held by Seller for the benefit or a release of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for Tenant from the performance of any Tenant’s covenants hereunder, and in all cases Tenant shall remain fully liable for its obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b)Lease. (c) In cases in which the Asset subject Landlord’s consent to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property is not obtained by Closing, either Purchaser any assignment or Seller may elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property subletting shall not be conveyed relieve Tenant from the obligation to Purchaser at Closingobtain Landlord’s consent to any further assignment or subletting. In no event shall any permitted subtenant assign or encumber its sublease or further sublet any portion of its sublet space, (ii) or otherwise suffer or permit any portion of the Base Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed sublet space to be deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If any such Material Consent requirement with respect to which an adjustment to the Base Purchase Price is made under Section 2.3(a)(ii) is subsequently satisfied prior to the date of the final adjustment to the Base Purchase Price under Section 8.4(b) used or Section 8.4(c), (A) Seller shall, promptly after such Material Consent requirement is satisfied, convey the applicable Property to Purchaser, (B) Purchaser and Seller shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment shall be paid in cash (1) if positive, occupied by Purchaser to Seller and (2) if negative, by Seller to Purchaserothers.

Consent Requirements. (a) Unless Purchaser Subject to, and Seller without limitation of, Section 3.12(c), unless the Parties otherwise agreeagree in writing, in no event shall there be transferred at Closing any Asset for which a Material Consent has not been obtained prior to Closing. Seller shall deliver a written notice to Purchaser on or before five (5) Business Days prior to the Target Closing Date setting forth each Material Consent requirement which, as of such date, has not been satisfied or waivedwaived (or that is otherwise subject to an actual or threatened dispute) and Purchaser shall thereafter have the continuing right until the date that is one (1) Business Day prior to the Target Closing Date to elect to waive the receipt (or waiver) of any such Material Consent, in which case, such Material Consent shall be deemed to have been obtained prior to Closing with respect to the affected Asset(s) for all purposes of this Agreement. (b) In cases in which the Asset subject to such an un-obtained Material Consent is an Asset other than a Property, and Purchaser is assigned the Property or Properties to which such Asset relates, but such Asset is not transferred to Purchaser due to the un-waived Material Consent requirement, Purchaser and Seller the Parties shall continue after Closing and until the date of the final adjustment to the Unadjusted Purchase Price under Sections 8.4(b) and/or 8.4(c), as applicable (the “Final Adjustment Date”), to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material ConsentConsent (or waiver thereof), and, if permitted pursuant to applicable Law and agreement, such Asset shall be held by Seller for the benefit of Purchaser, Purchaser shall pay all amounts due thereunder or with respect thereto, and Purchaser shall be responsible for the performance of any obligations under or with respect to such Asset to the extent that Purchaser has been transferred the Assets necessary to such performance until the applicable Material Consent is obtained. Notwithstanding the foregoing, Seller neither Party shall not be required to make any payments or undertake any obligations for the benefit of the holders of any un-obtained Material Consents subject to this Section 3.12(b) in connection with obtaining (or attempting to obtain) any such Material Consent (or a waiver thereof). (c) In cases in which the Asset subject to such a Material Consent requirement is a Property and the Material Consent to the transfer of such Property (or a waiver thereof) is not obtained by Closing, either Purchaser or Seller may shall have the right to elect to exclude the Property subject to such Material Consent and, subject to the remainder of this Section 3.12(c), (i) the affected Property shall not be conveyed to Purchaser at Closing, (ii) the Base Unadjusted Purchase Price shall be reduced at Closing by the Allocated Value of such Property, (iii) such Property shall be deemed to be deleted from Exhibit A-1 A-1, Exhibit A-2 and/or Exhibit A-2 A-3 attached hereto, as applicable, and added to Schedule 1.3 attached hereto and (iv) such Property shall constitute an Excluded Asset for all purposes hereunder. If The Parties shall continue to use commercially reasonable efforts to obtain the Material Consent so that such Asset can be transferred to Purchaser upon receipt of the Material Consent, and if any such Material Consent requirement with respect to which an adjustment to the Base Unadjusted Purchase Price is made under Section 2.3(a)(ii2.3(b) is subsequently satisfied (or waived) prior to the date of the final adjustment to the Base Unadjusted Purchase Price under Section 8.4(b) or Section 8.4(c), as applicable, (A) Seller shall, promptly after such Material Consent requirement is satisfiedsatisfied (or waived), convey the applicable Property to Purchaser, (B) Purchaser and Seller the Parties shall deliver all instruments and documents that would have been required under the terms hereof to be delivered at Closing with respect to such Property (or portion thereof) at such delayed Closing; (C) Purchaser shall, simultaneously with the conveyance of the applicable Property (or portion thereof), pay in cash the amount of any previous deduction from the Base Unadjusted Purchase Price (subject to all other applicable adjustments with respect to such Property (or portion thereof) under this Agreement) to Seller, and (D) such Property shall no longer be deemed to be (x) deleted from Exhibit A-1 and/or Exhibit A-2 attached hereto, (y) added to Schedule 1.3 attached hereto or (z) an Excluded Asset for any purposes hereunder. Base With respect to any Surface Fee Estate that becomes an Excluded Asset by operation of this Section 3.12(c), if permitted pursuant to applicable Law and agreement, until the Material Consent for such Surface Fee Estate is obtained or the Surface Fee Estate has been terminated, such Surface Fee Estate shall be held by Seller for the benefit of VTLE and NOG, VTLE and NOG, in accordance with their Purchaser Pro Rata Shares, shall pay all amounts due thereunder that would have been an Assumed Obligation with respect to such Surface Fee Estate had such Surface Fee Estate been assigned to Purchaser at Closing, and VTLE and NOG shall be responsible for the performance of any obligations that would have been an Assumed Obligation with respect to such Surface Fee Estate had such Surface Fee Estate been assigned to Purchaser at Closing. Purchase Price adjustments calculated in the same manner as the adjustments in Section 2.3(a) with respect to the affected Property (or portion thereof), if any, shall be calculated from the period from and after the Effective Date to the date of the conveyance, and the net amount of such adjustment adjustment, if positive, shall be paid in cash (1) if positive, by Purchaser to Seller and (2) Seller, and, if negative, by Seller to Purchaser.